Common use of Alterations Clause in Contracts

Alterations. Lender's prior approval shall be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Borrower and Leasehold Pledgor may, without Lender's prior approval shall be required in connection with any ’s consent, permit Owner and Operating Lessee to perform alterations to any the Improvements and Equipment which (i) that may have do not constitute a material adverse effect on Borrower's financial condition, the value Material Alteration (or use of the Property or the ongoing revenues and expenses of the Propertyare otherwise approved by Lender), (ii) do not materially adversely affect Borrower’s, Leasehold Pledgor’s, Owner’s or Operating Lessee’s financial condition or the value or net operating income of the Properties or of any Individual Property, and (iii) are in the ordinary course of Owner’s and Operating Lessee’s business (it being understood that nothing in this clause (iii) shall prohibit Owner from carrying out FF&E Work to the extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved Scheduled PIP Expense). Neither Borrower nor Leasehold Pledgor shall cause or permit Owner or Operating Lessee to perform any Material Alteration without Lender’s prior written consent not to be unreasonably withheld, conditioned or delayed. To the extent that the Mortgage Loan and the Mezzanine A Loan are no longer outstanding or Mortgage Lender and Mezzanine A Lender have waived the corresponding requirement under the Mortgage Loan Documents and the Mezzanine A Loan Documents, Lender may, as a condition to giving its consent to a Material Alteration with respect to any one or more Individual Properties, require that Borrower or Leasehold Pledgor deliver (or cause Owner or Operating Lessee to deliver) to Lender security for payment of the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the such Material Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's ’s and Leasehold Pledgor’s Obligations under the Loan Documents Documents, which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to in the form and issuer case of samethis clause (iv), or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 at such Individual Property(ies) (other than such amounts to be paid or reimbursed by Tenants tenants under the Leases) over in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Leasehold Pledgor’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any Material Alteration security that is cash to fund (or reimburse Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee, as applicable, for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s or Leasehold Pledgor’s funding of the cost of the Material Alterations (such reduction being in the amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower’s or Leasehold Pledgor’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s or Leasehold Pledgor’s request, and as of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s or Leasehold Pledgor’s written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) stating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) stating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and that all prior releases, disbursement, or returns of security have been applied by Borrower, Leasehold Pledgor, Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to the costs of such Material Alteration in accordance with Borrower’s or Leasehold Pledgor’s past requests, (3) evidence satisfactory to Lender may apply such in its reasonable discretion that the balance of the cash portion of the Material Alteration security from time to time at or the option undrawn portion of Lender to pay any Letter of Credit given as security for such alterationsMaterial Alteration, after giving effect to the requested disbursement, will be sufficient to cover the remaining cost of such Material Alteration, (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services in connection with such portion of the Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances (Mortgage Loan), and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower or Leasehold Pledgor. Upon substantial completion of any Material Alteration, Borrower or Leasehold Pledgor shall provide (or cause Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to provide) evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower or Leasehold Pledgor has provided (or caused Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to provide) cash security, as provided above, except to the extent applied by Lender to fund such Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower or Leasehold Pledgor has provided (or has caused Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to provide) non-cash security, as provided above, except to the extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the requirements of the preceding sentence.

Alterations. Borrower shall obtain Lender's prior approval written consent, which consent shall not be required in connection with unreasonably withheld or delayed, to any alterations to any Improvements the Improvements, the cost of which is reasonably anticipated to exceed $1,000,000 (ithe "Threshold Amount") or that may will have a material adverse effect on Borrower's financial condition, the use, operation or value or use of the Property or the ongoing revenues and expenses of Net Operating Income with respect to the Property, other than (iia) tenant improvement work performed pursuant to the cost terms of which any Existing Lease, (including any related alteration, b) tenant improvement or replacement) is reasonably anticipated work performed pursuant to exceed the Alteration Threshold, or (iii) that terms and provisions of a Lease executed after the date hereof and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not require Lender's consent to tenants' exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Agreement) or (c) alterations performed in connection with the restoration of the foregoing, Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement ("Material AlterationExcluded Costs"). If Lender fails to respond to a request for consent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a certificate of compliance with applicable laws from an independent architect, engineer, or other Person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from accounts established hereunder or Excluded Costs) shall at any time exceed the Alteration ThresholdThreshold Amount, 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: (i1) cash, (ii2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter, or (4) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants tenants under the LeasesLeases or from accounts established hereunder or Excluded Costs) over the Alteration Threshold, and Lender may apply such security from time Threshold Amount. Upon completion of the alterations to time at the option satisfaction of Lender in its reasonable discretion Lender shall promptly return to pay for Borrower such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedadditional security.

Alterations. Lender(a) Except as expressly provided in this Paragraph 6 (a), Lessee shall make no structural changes and no changes to the air-conditioning, electrical distribution system, plumbing, exterior walls and doors, and floor covering in the Leased Premises, and no changes to the exterior of the Leased Premises without the written consent of Lessor. Work performed by ▇▇▇▇▇▇ Center, Inc. shall be deemed to have received Lessor's prior approval shall be required written consent, whether requested and/or approved in connection with any alterations to any Improvements (i) that writing or not. Lessee may have a material adverse effect on Borrower's financial conditionmodifications to the premises, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alterationdoes not exceed $10,000, improvement performed by its own contractors without Lessor's prior written consent, but Lessee shall immediately notify Lessor of such modifications. Lessee, upon Lessor's consent, which consent shall not be unreasonably withheld, shall also be entitled to make alterations, additions or replacement) is reasonably anticipated improvements to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any interior of the foregoingLeased Premises the cost of which does exceed $10,000 and employ contractors to make such alterations, a "Material Alteration")additions or improvements. Plans describing the proposed tenant improvements and the identity of contractors who will make such improvements shall be submitted to Lessor for approval at least fifteen (15) days prior to commencement of work. If the total unpaid amounts incurred and Lessor does not object by written notice to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment Lessee within ten (10) days after receipt of such amounts plans, the alterations, additions or improvements described therein and as additional security for Borrower's Obligations under the Loan Documents any of the following: (i) cashcontractors designated to make such alterations, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender additions or improvements shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of samebe deemed approved. Such security All work shall be in an amount equal accordance with the laws, rules, regulations and orders of all governmental authorities having jurisdiction thereof and in compliance with all reasonable rules which Lessor and its contractors may make. Lessor shall have no responsibility for any loss of or damage to any fixtures, equipment or other property installed or left in the Leased Premises from any cause whatsoever except the intentional or negligent acts of Lessor. To the extent construction or installation of the alterations, additions or improvements being made by Lessee will not interfere with construction or installation of the alterations, additions or improvements being made by Lessor pursuant to this Lease, Lessor shall permit Lessee to commence such construction or installation prior to commencement of the term of this Lease. Lessee's entry prior to the excess commencement of the total unpaid amounts incurred term shall be subject to all of the provisions of this Lease. Lessee shall furnish Lessor with copies of all certificates and approvals relating to any work or installation done by Lessee which may be issued or required by any governmental authorities. Lessee shall diligently prosecute such work to completion and with all due diligence shall open the Leased Premises for the conduct of its business. (b) All property in the Leased Premises changed or altered by Lessor or Lessee, and all additions or improvements (including carpets) of or upon the Leased Premises, made by either party, other than trade fixtures or other personal property (except carpets) owned or leased by Lessee, shall become the property of Lessor, and shall remain upon and be surrendered with the Leased Premises as a part thereof at the expiration or earlier termination of this Lease. If Lessor so elects by notice in writing to Lessee at least thirty (30) days prior to the expiration or earlier termination of this Lease, then Lessee shall remove from the Leased Premises all non-standard property changes, alterations, and all decorations, installations, additions or improvements (except carpets or fixtures) resulting from Lessee's changes, alterations, decorations, installations, additions and improvements upon the Leased Premises as Lessor shall select. Lessee shall repair at Lessee's own cost and expense and to be incurred with respect to such alterations to the Improvements (other than such amounts Lessor's satisfaction all damage caused by any removal of property permitted or required to be paid or reimbursed by Tenants removed under the Leases) over the Alteration Thresholdthis Paragraph, and Lender may apply all such security removals and repairs shall be completed by the date of expiration or other termination of this Lease. (c) Lessee shall pay and discharge all claims and liens asserted or filed against the Leased Premises or the Building for work claimed to have been done or for materials claimed to have been furnished to Lessee and Lessee shall hold Lessor and the Leased Premises free and harmless from time to time at the option of Lender to pay any and all loss, liability or damage for such alterations. Upon substantial completion or on account of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials such claims or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or Operating Lessee’s financial condition, the value or use of the applicable Individual Property or the ongoing revenues and expenses 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 Propertyapplicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) a so-called “property improvement plan” (or “PIP”) imposed by a Franchisor, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (c) alterations performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, (d) any of alteration which costs less than the foregoingThreshold Amount in the aggregate for all components thereof, a "Material Alteration")or (e) any alteration which costs more than the Threshold Amount but less than $4,000,000 in the aggregate for all components thereof, provided Borrower complies with the Alteration Conditions. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed the Alteration ThresholdThreshold Amount, Borrower 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 ’s obligations under the Loan Documents any of the following: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany Securities or any class thereof in connection with any Securitization, or (vD) a completion bondbond 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany 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 incurred and to be incurred with respect to such 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 ThresholdThreshold Amount and, and Lender if cash, may apply such security be applied from time to time time, at the option of Lender Borrower, to pay for such alterations. Upon substantial completion At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend alterations and use the deposit to restore the Individual Property to the extent necessary to prevent any material adverse effect on the performance value of tenant improvement work) have been issuedthe Individual Property.

Alterations. Lender's ’s prior approval shall be required in connection with any alterations to any Improvements the Property (ia)(i) that may could have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the PropertyMaterial Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration ThresholdThreshold (excluding tenant improvement work), or (iii) that materially and adversely affects any structural component of any Improvements, any utility or HVAC system contained in at the Improvements Property or the exterior of any building constituting a part of any Improvements or (b) any material alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a)(ii), shall not be unreasonably withheld, conditioned or delayed. Any alteration to the foregoing, a "Material Alteration")Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements Property shall at any time exceed the Alteration Threshold, 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: (iA) cash, (iiB) a Letter Letters of Credit, (iiiC) U.S. Obligations, Obligations or (ivD) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases; provided that the applicable Leases shall be in full force and effect) over the Alteration Threshold, and and, at Lender’s option, Lender may shall have the right to apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alterationalteration to the Property, Borrower shall provide evidence satisfactory to Lender that (i1) the Material Alteration such alteration was constructed in accordance with all applicable Legal Requirements, (ii2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration such alteration have been paid in full and have delivered unconditional releases of liens, and (iii3) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the applicable Governmental Authority.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective leases, Borrower shall obtain Lender's prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the applicable Individual Property or the ongoing revenues and expenses 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 Propertyapplicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (c) alterations performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any of structural alteration which costs less than $500,000.00 in the foregoing, a "Material Alteration")aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $600,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $600,000.00 (and such amount is not being paid from any Reserve Funds) (the Alteration Threshold"THRESHOLD Amount"), Borrower 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 obligations under the Loan Documents any of the following: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the then current ratings assigned to the form and issuer of same, any Securities or any class thereof in connection with any Securitization or (vD) a completion bondand performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the then current ratings assigned to the form and issuer of sameany 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 incurred and to be incurred with respect to such 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 ThresholdThreshold Amount and, and Lender if cash, U.S. Obligations or other securities, may apply such security be applied from time to time time, at the option of Lender Borrower to pay for such alterations. Upon substantial completion At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend alterations and use the deposit to restore any Individual Property to the extent necessary to prevent any material adverse effect on the performance value of tenant improvement work) have been issuedsuch Individual Property.

Alterations. Lender's prior approval 9.1 The original improvement of the Premises shall be required accomplished in connection accordance with the provisions of this Section 9.1 and, except as specified in Section 3.2 hereof with respect to the delivery of possession of the Premises to Tenant by Landlord, Landlord is under no obligation to make any alterations structural or other alterations, decorations, additions, improvements or other changes (collectively, "ALTERATIONS") in or to any Improvements the Premises or the Building except as (if any) or as otherwise expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall make available (i) that may have a material adverse effect on Borrowerfor the performance of Tenant's financial condition, the value or use of the Property or the ongoing revenues Work (as hereinafter defined) and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated in an amount not to exceed twenty-five percent (25%) of the Alteration ThresholdTenant Allowance (as hereinafter defined), for space planning, architectural and engineering services related thereto, legal fees and relocation expenses relating to Tenant's move to the Premises, Tenant's internal security system and equipment or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained rental thereof for use in the Improvements or Premises, as well as Landlord's coordination fee, as hereinafter described, an allowance (the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material AlterationTENANT ALLOWANCE"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess product of (a) Thirty Dollars ($30.00) multiplied by (b) the total unpaid amounts incurred number of square feet of rentable area comprising the Premises. Landlord shall pay the Tenant Allowance to Tenant in increments, in each case following Tenant's completion of Tenant's Work (as hereinafter defined) and to be incurred Landlord's receipt from Tenant of (i) invoices reasonably evidencing work or services performed with respect to such alterations to the Improvements portion of Tenant's Work (other than such amounts to be paid or reimbursed by Tenants under as hereinafter defined) for which disbursement of a portion of the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal RequirementsTenant Allowance is being requested, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials receipted bills or services in connection with other evidence that the Material Alteration aforesaid invoices for which disbursement of a portion of the Tenant Allowance is being requested have been paid in full and have delivered unconditional releases of liensfull, and (iii) all material licenses waivers or releases of liens from each of Tenant's contractors, subcontractors and permits necessary suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid invoices for the use, operation and occupancy which disbursement of a portion of the Material Alteration (other Tenant Allowance is being requested; provided, however, that in no event shall Tenant have the right to request a disbursement of the Tenant Allowance more often than those which depend on the performance of tenant improvement work) have been issuedonce per month.

Alterations. (a) Borrower shall obtain Lender's ’s prior approval written consent to any alterations to any Improvements (“Alterations”), including tenant improvements, which consent shall not be unreasonably withheld except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the PropertyRequired Repairs, (ii) Alterations performed pursuant to (A) the provisions of any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 hereof, and (B) any other Lease that is approved in writing by Lender, provided that, in each case, Lender shall have expressly approved the estimated cost and scope of such Alterations at the time Lender approved such Major Lease or other Lease, (iii) Preapproved Alterations, (iv) Alterations to Improvements located wholly on an Outparcel or Partial Release Parcel pursuant to a Permitted Parcel Ground Lease (provided that the cost of which such Alterations is borne solely by the applicable Tenant), and (including v) Alterations that are not reasonably expected to result in an Individual Material Adverse Effect on the applicable Individual Property, provided that, in the case of Alterations pursuant to the foregoing subclause (v), such Alterations (1) are made in connection with tenant improvement work performed pursuant to the terms of any related alterationLease executed on or before the Closing Date or pursuant to any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20, improvement or replacement(2) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not adversely affects affect any structural component of any ImprovementsImprovements and the aggregate cost thereof does not exceed the Threshold Amount, or (3) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. Lender shall grant or deny with a reasonable explanation any utility consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (x) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or HVAC system contained larger font in the Improvements transmittal letter requesting approval and (y) Lender does not approve or reject with a reasonable explanation the exterior of any building constituting applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a part of any Improvements certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. (any of the foregoing, a "Material Alteration"). b) If the total unpaid amounts incurred due and payable with respect to Alterations at any Individual Property (other than such amounts to be incurred paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Preapproved Alterations with respect to such alterations to the Improvements Individual Property) shall at any time exceed the Alteration ThresholdThreshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower's Obligations ’s obligations under the Loan Documents any of the following: following (ias applicable, the “Alterations Deposit”): (I) cash, (ii) a Letter of Credit, (iiiII) U.S. Obligations, (ivIII) other secunt1es securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s option, provided that Lender shall have received Borrower has obtained a Rating Agency Confirmation as to from the form and issuer of same, applicable Rating Agencies or (vIV) a completion bondand performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender shall have received and in respect of which, at Lender’s option, Borrower has obtained a Rating Agency Confirmation as to from the form and issuer of sameapplicable Rating Agencies. Such security Each such Alterations Deposit shall be (A) 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 applicable Alterations on the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, Threshold Amount and Lender may apply such security (B) disbursed from time to time by Lender to Borrower for completion of the Alterations at the option applicable Individual Property upon the satisfaction of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, the following conditions: (1) Borrower shall provide evidence satisfactory submit a request for payment to Lender at least ten (10) 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, (i2) on the Material Alteration was constructed date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been 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 the applicable portion of the Alterations, (iiy) all contractors, subcontractors, materialmen and professionals who provided work, 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(b), 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 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 and any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Material Alteration have Alterations has been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedfull.

Alterations. Lender's Tenant will not make any alterations of or additions to the Leased Premises which cost more than $5,000 per occasion or affect the structure or exterior of the BLN Office Parkwithout the prior written approval of Landlord. All work to be performed in the Leased Premises shall be performed by competent contractors and subcontractors, approved by Landlord, which approval shall not be required unreasonably withheld by Landlord, except that Landlord may in any event condition its approval of such contractors and subcontractors on the Tenant's furnishing separate performance and payment surety bonds, or other financial guaranties or deposits satisfactory to Landlord, covering any work to be performed by such contractors or subcontractors on the Leased Premises, and Landlord may, in any event, require that contractors and subcontractors normally employed by Landlord be engaged for any mechanical or electrical work and that any alterations be done by contractors or subcontractors compatible with those workmen, contractors and subcontractors employed from time to time in the BLN Office Park by Landlord. All alteration work performed by or for Tenant hereunder must be performed in such manner to avoid disruption of the BLN Office Park operations or disturbance of other tenants in the BLN Office Park. Unless Landlord requires the Tenant to restore the Leased Premises as set forth in this Lease, all alterations, additions or improvements which may be made by either of the parties hereto upon the Leased Premises, except office furnishings purchased by Tenant which may be removed without damage or destruction to the Leased Premises, shall be the property of Landlord and shall remain upon and be surrendered with the Leased Premises as a part thereof at the termination of this Lease or any extension thereof. Tenant will not permit any mechanics, laborers or materialmen's liens to stand against the Leased Premises, the Building or BLN Office Park for any labor or materials furnished to or in connection with any alterations work performed or claimed to any Improvements (i) that may have a material adverse effect been performed in, on Borrower's financial conditionor about the Leased Premises and will immediately remove all such liens. Tenant further agrees that, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements event Tenant fails to remove any such lien or the exterior of any building constituting post a part of any Improvements bond therefore within thirty (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment 30) days after receiving notice of such amounts lien, Landlord may remove such lien and as additional security Tenant shall immediately reimburse Landlord upon demand for Borrowerall costs and expenses, including attorneys' fees, incurred by Landlord in removing such mechanic's Obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedmaterialmen's lien.

Alterations. Lender's prior approval shall be required in connection The Tenant COVENANTS with the Landlord: 6.1 not to erect any alterations to any Improvements (i) that may have a material adverse effect new building or structure on Borrower's financial condition, the value or use of the Property or unite the ongoing revenues and expenses of the Property, (ii) the cost of which (including Property with any related alteration, improvement adjoining property 6.2 not to make any addition or replacement) is reasonably anticipated alteration to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of the Building or to any building constituting a load-bearing part of the Building or its roof or foundations 6.3 not to make any Improvements (any addition or alteration to the Property that is not prohibited by the absolute prohibitions set out in the preceding clauses unless: 6.3.1 the consent of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and Landlord has been obtained such consent not to be incurred unreasonably withheld but in considering an application for consent the Landlord may take into account the effect that the addition or alteration may have on Adjoining Premises 6.3.2 all necessary consents from any competent authority have been obtained 6.3.3 the Landlord has been supplied with respect drawings and where appropriate a specification in duplicate prepared by an architect or member of some other appropriate profession who must supervise the work to such alterations to completion 6.3.4 the Improvements shall at any time exceed the Alteration Threshold, 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 proper fees of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form Landlord any superior landlord or mortgagee and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 their respective professional advisers have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary relation to the application for consent 6.3.5 such covenants as the use, operation and occupancy Landlord may reasonably require about the carrying out of the Material Alteration (other than those which depend on the performance of tenant improvement work) additions and alterations have been issued.entered into with the Landlord 6.3.6 in the case of substantial work and where the Landlord requires adequate security has been provided in the form of a deposit of money or a bond as assurance to the Landlord that any work permitted by the Landlord is completed 6.4 before installing any internal demountable partitions at the Property to obtain the approval of the Landlord to the use of that type of partitioning and the subsequent installation repositioning or removal of internal demountable partitions of a style previously approved by the Landlord will not be a breach of clause 6.3 6.5 at the expiry of the Term and if requested by the Landlord to remove any demountable partitions and any addition or alteration made to the Property and to make good any part of the Property damaged by the removal 6.6 not to make any alteration or addition to the electrical installation at the Property except in accordance with standards prescribed by the Institution of Electrical Engineers and the supply authority or to connect any apparatus to the installation that might endanger or overload it 6.7 not to connect with any Conducting Media which serve the Property unless it has obtained the approval of the relevant authority and the Landlord (the Landlord's approval not to be unreasonably withheld) 6.8 not to commit any waste at the Property unless it is permitted by virtue of a consent under clauses 6.3 and 6.4

Alterations. Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the Property or the ongoing revenues and expenses 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 PropertyProperty 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, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not materially adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, or (any c) alterations performed in connection with the Restoration of the foregoing, Property in accordance with the terms and provisions of this Agreement or (d) are made as a "Material Alteration")matter of right by the Existing Tenant pursuant to the Existing Lease. If the total unpaid amounts incurred and 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 exceed Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000) (exclusive of any alterations that are the Alteration Thresholdsole responsibility of the tenant under the Existing Lease and that are permitted under the Existing Lease) (the “Threshold Amount”), 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: (iA) cashCash, (iiB) a Letter of CreditGovernment Securities, (iii) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or, if higher, then current ratings assigned in connection with any Securitization, or (vD) a completion bondbond or letter of credit issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, 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 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, Threshold Amount and Lender may apply such security applied from time to time at the option of Lender to pay for such alterations. Upon substantial completion of alterations or to terminate any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend alterations and restore the Property to the extent necessary to prevent any material adverse effect on the performance value of tenant improvement work) have been issuedthe Property.

Alterations. Lender's prior approval Subject to the provisions of this Article VI, Tenant shall be required in connection with any have no right to make changes, alterations or additions (collectively, "Alterations") to any Improvements Building in excess of One Hundred Thousand Dollars (i$100,000.00) that may have a material adverse effect on Borrower's financial conditionwithout prior written consent of Landlord, the value or use of the Property or the ongoing revenues and expenses of the Propertywhich Landlord agrees it will not withhold unreasonably; provided, (ii) the cost of which (including however, in no event shall any related alterationAlterations be made which, improvement or replacement) is reasonably anticipated to exceed the Alteration Thresholdafter completion, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 followingwould: (i) cash, reduce the value of the Building as it existed prior to the time that said Alterations are made; or (ii) a Letter adversely affect the structural integrity of Creditthe Building. Such amount shall increase by five percent (5%) on each anniversary of the Effective Date of this Lease. Any and all Alterations made by Tenant shall be at Tenant's sole cost and expense. Prior to the commencement of construction, Tenant shall deliver promptly to Landlord detailed cost estimates for any proposed Alterations, as well as all drawings, plans and other information regarding such Alterations (such estimates, drawings, plans and other information are collectively referred to herein as the "Alteration Information"), Landlord's review and/or approval of any Alteration Information shall in no event constitute any representation or warranty of Landlord regarding (x) the compliance of any Alteration Information with any governmental or legal requirements, (iiiy) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer presence of sameabsence of any defects in any Alteration Information, or (vz) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer safety or quality of same. Such security shall be in an amount equal to the excess any of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was Alterations constructed in accordance with applicable Legal Requirementsany plans or other Alteration Information. Landlord's review and/or approval of any of the Alteration Information shall not preclude recovery by Landlord against Tenant based upon the Alterations, the Alteration Information, or any defects therein. In making any and all Alterations, Tenant also shall comply with all of the following conditions: (a) No Alterations shall be undertaken until Tenant shall have (i) procured and paid for, so far as the same may be required, all necessary permits and authorizations of all governmental authorities having jurisdiction over such Alterations, and (ii) delivered to Landlord at least fifteen (15) days prior to commencing any such Alterations written evidence acceptable to Landlord of all contractorssuch permits and authorizations. Landlord shall, subcontractorsto the extent necessary (but at no cost, materialmen expense, or risk of loss to Landlord), join in the application for such permits or authorizations whenever necessary, promptly upon written request of Tenant. (b) Any and professionals who all structural Alterations of the Building shall be performed under the supervision of an architect and/or structural engineer. (c) Tenant shall notify Landlord at least fifteen (15) days prior to commencing any Alterations so as to permit, and Tenant shall permit, Landlord access to the Demised Premises in order to post and keep posted thereon such notice(s) as may be provided workor required by applicable law to disclaim responsibility for any construction on the Demised Premises. (d) Any and all Alterations shall be conducted and completed in a commercially reasonable time period (subject to the terms of Article XVII), materials in a good and workmanlike manner, and in compliance with all applicable laws, municipal ordinances, building codes and permits, and requirements of all governmental authorities having jurisdiction over the Demised Premises, and of the local Board of Fire Underwriters, if any; and, within thirty (30) days after completion of any and all Alterations, Tenant shall obtain and deliver to Landlord a copy of the amended certificate of occupancy for the Demised Premises, if required under applicable law or services by governmental authority. To the extent reasonably practicable, any and all Alterations shall be made and conducted so as not to disrupt Tenant's business; provided however that major alterations which require closing of the business on a temporary basis may be made so long as otherwise in connection compliance with the Material Alteration have been provisions of this Lease. (e) The cost of any and all Alterations shall be promptly paid in full by Tenant so that the Demised Premises at all times shall be free of any and have delivered unconditional releases all liens for labor and/or materials supplied for any Alterations subject to the next succeeding sentence. In the event any such lien shall be filed, Tenant shall, within five (5) days after receipt of liensnotice of such lien, deliver written notice to Landlord thereof, and Tenant shall, within thirty (iii30) all material licenses and permits necessary for days after receipt of notice of such lien, discharge the use, operation and occupancy same by bond or payment of the Material Alteration amount due the lien claimant. However, Tenant may in good faith contest such lien provided that within such thirty (other than those which depend on the performance of tenant improvement work30) have been issuedday period Tenant provides Landlord with a surety bond reasonably acceptable to Landlord, protecting against said lien.

Alterations. Lender's prior approval 7.1 The Tenant shall be required in connection with any make no alteration addition or improvement to the Premises whether structural or otherwise except as expressly permitted under paragraph 7.2 7.2 The Tenant may carry out alterations additions or improvements to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use interior of the Property Premises which do not affect the exterior or the ongoing revenues and expenses appearance of the Property, Premises and which do not affect the Main Structure of the Premises and also carry out the Permitted Alterations where: (iia) the cost Tenant has submitted to the Landlord detailed plans and specifications showing the proposed works and their location (b) the Tenant has given to the Landlord such covenants relating to the carrying out of the proposed works as the Landlord may reasonably require (c) the Tenant has (if reasonably required by the Landlord) provided the Landlord with suitable security which will allow the Landlord to carry out and complete or reinstate the proposed works if the Tenant fails to do so and (d) the Tenant has obtained Consent to the works (which shall not be unreasonably withheld or delayed) (e) in the case of the Permitted Alterations that they do not affect the structural integrity of the Building or affect any warranties or guarantees which have been given to the Landlord concerning the Main Structure of the Building Provided that the Tenant may without consent install alter the position of and remove internal partitioning which does not affect the Main Structure on condition that the Tenant provides to the Landlord adequate details (including any related alteration, improvement or replacementcopies of drawings) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, such works. 7.3 In carrying out any utility or HVAC system contained work for which the Landlord has given Consent under paragraph 7.2 the Tenant shall: (a) comply in all respects with all Necessary Consents relating to those works (b) comply with the Improvements or the exterior of any building constituting a part of any Improvements (any requirements of the foregoing, Insurers (c) comply with the reasonable requirements of the Landlord and permit it at reasonable times after reasonable prior notice to enter the Premises for the purpose of inspecting the progress of those works (d) not overload the Service Media (e) carry out the same in a "Material Alteration"). If good and workmanlike manner with good quality materials 7.4 To the total unpaid amounts incurred and to be incurred with respect to such alterations extent that any works undertaken by or on behalf of the Tenant fall within the scope of the CDM Regulations the Tenant shall: 7.5 warrant to the Improvements shall at any time exceed Landlord that it is the Alteration Threshold, Borrower shall promptly deliver to Lender as security only client for such works 7.6 supply a copy of the Health and Safety Manual prepared for the payment of such amounts and as additional security for Borrower's Obligations under the Loan Documents any purposes of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess CDM Regulations within one month of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.relevant works being completed

Alterations. (a) Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the Property or the ongoing revenues and expenses Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Propertydate hereof, (iib) tenant improvement work performed pursuant to the cost terms of which (including any related alterationLease executed after the date hereof, improvement or replacement) is reasonably anticipated to exceed provided that such Lease shall satisfy the Alteration Thresholdrequirements of Section 5.1.20, or (iiic) that adversely affects any structural component alterations performed in connection with the Restoration of any Improvementsthe Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, any utility or HVAC system contained and in the Improvements case of clause (c), provided such alterations will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")Net Operating Income. If the total unpaid amounts incurred due and to be incurred payable 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 exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (the Alteration Threshold“Threshold Amount”), 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: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of same, any Securities or any class thereof in connection with any Securitization or (vD) a completion bondand performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany 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 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 Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. (b) Lender acknowledges that Academy has the right under Section 11(b) of the Academy Lease to perform one or more expansions or renovations of the Improvements (the “Modification”) during the first ten (10) years of the Academy Lease and Borrower is required to reimburse Academy for such Modification in an amount not to exceed $5,000,000 pursuant to Section 11(b) of the Academy Lease. Upon substantial completion Borrower covenants and agrees to reimburse Academy for such Modification, in an amount not to exceed $5,000,000, pursuant to the terms of any Material AlterationSection 11(b) of the Academy Lease. If Academy exercises its right to perform a Modification and fails to complete such Modification with reasonable diligence in a reasonable time, Borrower shall provide evidence satisfactory covenants and agrees to Lender that (i) restore or cause to be restored the Material Alteration was constructed Property to a condition reasonably acceptable to Lender, which restoration may include razing structures not completed in accordance with applicable Legal Requirementsthe course of such Modification, and (ii) discharge or cause to be discharged (by payment, bonding or otherwise) all contractors, subcontractors, materialmen and professionals who provided work, materials or services liens filed against the Property in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedsuch Modification.

Alterations. Borrower shall, and shall cause Operating Tenant to, obtain Lender's ’s prior approval consent to any alterations to any Improvements, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with with: (X) any alterations to any the Improvements (iexcluding Decorative Changes) that may will not have a material adverse effect Material Adverse Effect, provided, that, such alterations (a) are made in connection with the tenant improvement work performed pursuant to the terms of any Lease executed on Borrower's financial condition, or before the value or use of the Property or the ongoing revenues date hereof and expenses of the Property, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not adversely affects affect any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements and (c) the aggregate cost thereof does not exceed One Million and 00/100 Dollars ($1,000,000.00) (the “Alterations Threshold Amount”), or (c) are performed in connection with Restoration after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement; or (Y) so long as a DSCR Failure has not occurred, any of the foregoing, a "Material Alteration")Decorative Changes. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at the Property shall at any time exceed the Alteration ThresholdAlterations Threshold Amount, 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: (i) cash, (ii) a Letter of CreditU.S. Obligations, (iii) U.S. Obligationsother 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 (iv) other secunt1es 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 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, provided and (B) that Lender shall the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of same, any Securities or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameany class thereof in connection with any Securitization. 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, Alterations Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. (a) Lender's ’s prior approval shall be required in connection with any alterations to any Improvements (iexcept improvements required under any Lease approved by Lender or under any Lease for which approval was not required by Lender under this Agreement) (a) that may have a material adverse effect on Borrower's financial condition, the value Material Adverse Effect or use of the Property or the ongoing revenues and expenses of the Property, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")delayed. If (x) the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration ThresholdThreshold and such alterations are not of the type intended to be reimbursed out of the Rollover Funds or the Capital Expenditure Funds or (y) if the alterations are of the type intended to be reimbursed from Rollover Funds or Capital Expenditure Funds, as applicable, and the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold and the amount of Rollover Funds and/or Capital Expenditures Funds, as the case may be, on deposit with Lender for the reimbursement of the cost of such alterations, then, to the extent such cost of alteration exceeds the amount of the Reserve Funds available, 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: (i) cash, (ii) a Letter Letters of Credit, (iii) U.S. Obligations, (iv) other secunt1es securities reasonably acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, less the amount of the Rollover Funds and Lender may apply such security the Capital Expenditure Funds to the extent that the alterations are of the type intended to be reimbursed from time Rollover Funds or Capital Expenditure Reserve Funds, as applicable. (b) With respect to time at any alterations to the option of Lender Improvements which require Lender’s prior approval pursuant to pay for such alterations. Upon substantial completion of any Material Alterationthis Section 4.1.10, Borrower shall provide evidence satisfactory deliver to Lender via a nationally recognized overnight courier for overnight delivery its request for approval of such proposed alterations (the “Proposed Alterations”), together with all materials, plans, specifications, documents and any other information (and in such detail) as reasonably requested by Lender in order to evaluate such Proposed Alterations (each, an “Alteration Request”). Each Alteration Request shall contain a legend on the top of the cover page thereof, which legend shall be in boldface type and in a font size of not less than 20 points, stating that Lender’s failure to respond to the Alteration Request within twenty (20) Business Days shall be deemed to be an approval by Lender of the Proposed Alterations set forth therein. In the event that Lender fails to notify Borrower within twenty (20) Business Days of Lender’s receipt of an Alteration Request that Lender (i) requires additional information or documentation to evaluate the Material Alteration was constructed in accordance with applicable Legal RequirementsProposed Alterations, (ii) all contractorsrequires modifications, subcontractorsamendments or other changes to be made to the plans and specifications with respect to such Proposed Alterations as a condition to the approval thereof, materialmen (iii) consents to such Proposed Alterations, or (iv) withholds its consent to such Proposed Alterations (each of items (i) through (iii) above, an “Alteration Response”), Borrower shall send to Lender a written notice (an “Alteration Final Notice”) via a nationally recognized overnight courier for overnight delivery, which notice shall contain a legend on the top of the cover page thereof, which legend shall be capitalized, bold faced, not less than 14 points type, stating that “IF YOU FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN TWENTY (20) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN.” In the event that Lender fails to provide an Alteration Response to Borrower within twenty (20) Business Days of Lender’s receipt of the Alteration Final Notice, Lender shall be deemed to have approved of such Proposed Alterations; provided, that, with respect to any Proposed Alterations which are approved or deemed approved by Lender, such approval or deemed approval shall not extend to any material changes or modifications to the plans and professionals who specifications or other materials submitted to Lender in the Alteration Request, and Borrower shall be required to submit to Lender any such material changes or modifications for approval in accordance with this Section 4.1.10; provided workfurther, materials or services that, in connection with the Material case of clauses (i) and (ii) above, Lender shall have a period of time to respond to Borrower, as provided herein, equal to the greater of (A) the unexpired portion of the period of time in which Lender is otherwise entitled to provide an Alteration have been paid in full and have delivered unconditional releases of liensResponse to Borrower as set forth above, and (iiiB) all material licenses ten (10) Business Days after receipt by Lender of any requested additional information or documentation, or any modification, amendment or other change to the plans and permits necessary specifications for any Proposed Alteration requested by Lender, and the usefailure by Lender to so respond within such time period shall constitute deemed approval by Lender. In the event Lender shall withhold its consent to any Proposed Alteration, operation and occupancy Lender shall provide Borrower with a reasonably detailed description of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedreasons therefor.

Alterations. LenderA. Charterer has proposed certain alterations to the Vessel as detailed in Exhibit C to be performed shortly after Charterer is to take delivery of the Vessel from Owner. Owner hereby provides its consent to such alterations, but assumes no liability or responsibility and makes no representation or warranty as to the feasibility of the alterations, the ability to complete the alterations within budgeted costs, the qualifications of the shipyard to perform the alterations, or the ability of Charterer to obtain Coast Guard and classification society approvals required for the certification of the altered Vessel for any purpose, including Charterer's intended use and operation of the Vessel. Owner and Charterer agree that the costs of such alterations shall be paid solely to the extent of funds held in a blocked account for the benefit of Owner, solely in accordance with that certain Account Agreement of even date herewith among Charterer, Owner, Cruise Holdings I, LLC, PDS Funding 2004-A, LLC and Silver State. Charterer's failure to complete the alterations for any reason, including impossibility of performance, the failure of the shipyard to complete the work, costs overruns, or the failure to obtain certification for the altered Vessel, will not excuse Charterer from its obligation hereunder including its obligation to pay monthly Charter Hire as set forth in Article 3 and this Charter will continue in full force and effect regardless of any such failure hereunder. B. From time to time after delivery of the Vessel into the Charterer's service, the Charterer may make structural and other alterations to the Vessel, its machinery, or electrical equipment, only with Owner's prior approval written approval, which shall not be required in connection with unreasonably withheld, provided the alterations to the Vessel and its equipment are returned to their original state at or prior to the termination of this Charter and Redelivery of the Vessel to Owner. Owner, however, has the option to retain any alterations to any Improvements (i) that made by Charterer at a mutually agreed price. In addition, leased equipment may have a material adverse effect be placed on Borrower's financial conditionboard the Vessel by the Charterer. At the time of Redelivery, the value Owner has the right at Owner's expense to continue any equipment lease should such lease permit or may require the Charterer to have any or all of such leased equipment removed. As to equipment otherwise placed aboard the Vessel by the Charterer, Charterer shall have the right to remove same upon Redelivery, provided that if Owner desires to retain the equipment on board the Vessel, it may purchase the equipment at a price to be agreed upon at the time of Redelivery. Any additions or alterations permitted by this Article are subject to approval by the Vessel's classification society, and, if required, the U. S. Coast Guard. Notwithstanding anything to the contrary contained in this Charter, Charterer shall not have the right to remove any gaming equipment other than in accordance with that certain Master Lease (Palm Beach Princess and Empress II Gaming Equipment), of even date herewith, between Owner, as Lessor, and Charterer, as Lessee, without the prior written approval of Owner. C. Charterer shall have the right to paint its own house colors thereon at Charterer's expense and on its time, provided Charterer changes the colors and markings back prior to Redelivery at its expense. Charterer shall have the right to rename the Vessel, and shall pay for all associated costs therefor. Prior to Redelivery, Charterer shall rename the Vessel at its expense in accordance with Owner's reasonable instructions. However, Owner shall in no event have the right to the use of the Property or Charterer's trademark following Redelivery. D. The Vessel shall be kept painted and metal surfaces preserved at all times, and the ongoing revenues and expenses Charterer shall maintain the Vessel in as good a condition as when delivered to Charterer from the shipyard upon completion of the Propertyalterations set forth in Exhibit C hereto, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred normal wear and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedtear excepted.

Alterations. Lender's Tenant shall not make any alterations, improvements, additions, utility installations or repairs (collectively referred to as “Alterations” or singly as an “Alteration”) to the Premises, except in accordance with this Section 4.2 and with the prior approval shall be required in connection with any alterations written consent of Landlord, which ▇▇▇▇▇▇▇▇ agrees not unreasonably to any Improvements withhold, condition or delay as to nonstructural Alterations (i) nonstructural Alterations being those that may have a material adverse effect on Borrower's financial conditiondo not affect the Building’s structure, the value roof, exterior or mechanical, electrical, plumbing, life safety or other Building systems or architectural design, character or use of the Property Building or Premises); provided, however, that Landlord’s consent shall not be required for any cosmetic, nonstructural Alterations that do not cost in excess of $10,000.00 in the ongoing revenues and expenses aggregate in any rolling twelve (12) month period so long as Tenant gives Landlord at least ten (10) days prior written notice of such cosmetic, nonstructural Alterations which shall include, without limitation, a detailed description of such project. Without limiting any of the Propertyterms hereof, (ii) Landlord will not approve any Alterations requiring unusual expense to readapt the Premises to normal office use on lease termination or materially increasing the cost of which (including any related alterationmaintenance, improvement insurance or replacement) is reasonably anticipated taxes on the Building or of Landlord’s services to exceed the Alteration ThresholdPremises, unless Tenant first gives assurances or (iii) security acceptable to Landlord that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to such re-adaptation will be incurred with respect made prior to such alterations termination without expense to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver Landlord and makes provisions acceptable to Lender as security Landlord for the payment of such amounts increased cost. All Alterations requiring Landlord’s consent made by Tenant shall be made in accordance with plans and specifications which have been approved in writing by the Landlord, pursuant to a duly issued permit, if applicable, and in accordance with all Laws and Restrictions, the provisions of this Lease and in a good and first-class workmanlike manner using new materials of same or better quality as additional security for Borrower's Obligations under the Loan Documents any base building standard materials, finishes and colors, free of all liens and encumbrances. All Alterations shall be performed by a contractor or contractors selected by Tenant and approved in writing by Landlord which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall pay to Landlord a fee equal to five percent (5%) of the following: cost of any such Alterations to compensate Landlord for the overhead and other costs it incurs in reviewing the plans therefor and in monitoring the construction of the Alterations. Subject to Section 4.1.2(f) above, if, as a result of any Alterations made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other Laws and Restrictions and such compliance requires Landlord to make any improvement or Alteration to any portion of the Building, as a condition to Landlord's consent, Landlord shall have the right to require Tenant to pay to Landlord prior to the construction of any Alteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. Tenant agrees to obtain or cause its contractor(s) to obtain, prior to the commencement of any work or Alterations, “builder’s all risk” insurance in an amount and with such coverages approved by Landlord and worker’s compensation insurance in the statutorily required amount(s) and evidence of all such insurance shall be furnished to Landlord prior to the performance by such contractor(s) or person(s) of any work in respect of the Premises. Landlord shall have the right to stop any work not being performed in conformance with this Lease, and, at its option, may repair or remove non-conforming work at the expense of Tenant. Tenant hereby indemnifies and holds Landlord harmless from and against any liens, encumbrances and violations of Laws and Restrictions related to such Alterations. The filing of any lien or encumbrance, or the violation of Laws and Restrictions in connection with such Alterations, shall constitute a default hereunder. The repair and indemnity obligations of Tenant hereunder, including Tenant’s obligations to repay Landlord the cost of repairing or removing Alterations, shall survive the termination of this Lease. All Alterations performed by Tenant in the Premises shall remain therein (i) cash, (ii) a Letter unless Landlord directs Tenant to remove the same on termination or expiration of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lenderthis Lease, provided that Lender Landlord notified Tenant at the time of giving its consent that Tenant would be required to remove the same) and, at termination or expiration, shall have received be surrendered as a Rating Agency Confirmation as part thereof, except for Tenant’s usual trade furniture and equipment, if movable, installed prior to or during the Lease term at Tenant’s cost, which trade furniture and equipment Tenant shall remove in their entirety prior to the form and issuer termination or expiration of same, or (v) a completion bondthis Lease, provided that Lender shall have received a Rating Agency Confirmation as if Tenant is then in default hereunder, Landlord may direct that no such trade fixtures, furniture and equipment be removed. Tenant agrees to repair any and all damage to the form and issuer Premises resulting from such removal (including removal of same. 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 (other than such amounts to be paid or reimbursed Tenant’s Alterations directed by Tenants under the LeasesLandlord) over the Alteration Thresholdor, and Lender may apply such security from time to time at the option of Lender if Landlord so elects, to pay Landlord for such alterations. Upon substantial completion the cost of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedsuch repairs forthwith after billing therefor.

Alterations. Lender's Both the Landlord and the Tenant will take into consideration any impact on the Environmental Performance of the Premises and the Building from any proposed works to or at the Premises[ or the Building]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior approval shall be required notice) to install, at the Landlord’s own cost, separate metering of utilities used in connection with any alterations the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises127]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any Improvements (i) that may have variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a material adverse effect market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on Borrower's financial conditionwhich the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at [five yearly] intervals and otherwise on the same terms as in Schedule 2; and128 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent129 of the Landlord and the Tenant on terms corresponding to those in this Lease and a covenant not to assign part only of the Underlet Premises; [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord and the Tenant and a covenant by the Undertenant not to create any Sub-Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or any part of the Underlet Premises without the prior written consent of the Landlord and the Tenant];130 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, the value or use Tenant and the Undertenant and not to assign part of the Property Sub-Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the ongoing revenues and expenses Sub-Underlease is of the Propertywhole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, (ii) the cost Tenant and the Undertenant but with the additional provision that no underleases of which (including whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) other provisions that adversely affects any structural component of any Improvements, any utility or HVAC system contained are reasonable in the Improvements or the exterior of any building constituting a part of any Improvements (any context of the foregoing, a "Material Alteration"). If terms of this Lease and the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 nature of the following: (i) cash, (ii) a Letter proposed Underlease; and if the Underlease is not excluded from the security of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess tenure provisions of the total unpaid amounts incurred and to be incurred 1954 Act, containing other provisions corresponding with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed those 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.this Lease;

Alterations. Other than (i) the purchase, replacement and/or installation of FF&E contemplated by the Capital Plan, or (ii) the work described on Schedule III attached hereto, Borrower shall obtain Lender's ’s prior approval shall be required in connection written consent to (i) any structural alteration or (ii) with respect to each Individual Property, any alterations other alteration to any Improvements thereon which is estimated to cost in excess of four (i4%) percent of the value of the Individual Property, which consent shall not be unreasonably withheld, delayed or conditioned, except with respect to alterations that may have a material adverse effect on Borrower's ’s financial condition, the value or use of the related Individual Property or the ongoing revenues Net Operating Income thereof. Any such proposed alterations to any Improvements submitted to Lender for approval shall be deemed approved if (i) Borrower delivers to Lender a written request for such approval marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIFTEEN (15) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER. FAILURE TO RESPOND SHALL BE DEEMED AN APPROVAL” and expenses of the Property, envelope containing the request is marked “PRIORITY”; and (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received failed to notify Borrower of its approval or disapproval within such fifteen (15) Business Days following Lender’s receipt of Borrower’s written request together with a Rating Agency Confirmation as reasonably detailed description of such proposed alteration, and any and all other information and documentation relating thereto reasonably required by Lender to reach a decision. In no event shall Lender be deemed to have approved alterations that may have a material adverse effect on Borrower’s financial condition, the form and issuer value of sameany Individual Property or the Net Operating Income thereof. Upon Borrower’s request, or (v) a completion bond, provided that Lender shall have received deliver to Borrower a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess reasonably detailed description of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants reasons for any disapprovals under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedthis Section 5.1.20.

Alterations. Lender8.01 Tenant shall make no decoration, alteration, addition or improvement in the Premises, without the prior written consent of Landlord which consent shall not be unreasonably withheld, conditioned or delayed, and then only by contractors or mechanics and in such manner and time, and with such materials, as reasonably approved by Landlord. All alterations, additions or improvements to the Premises, including air-conditioning equipment and duct work, except movable office furniture and trade equipment installed at the expense of Tenant, shall, unless Landlord elects otherwise in writing, become the property of Landlord, and shall be surrendered with the Premises, at the expiration or sooner termination of the term of this Lease. Any such alterations, additions and improvements which Landlord shall designate shall be removed by Tenant and any damage repaired, at Tenant's expense, prior to the expiration of this Lease. Notwithstanding anything contained herein to the contrary, Tenant shall not be required to obtain Landlord's prior written consent or approval for any nonstructural, purely decorative, interior improvements to the Premises (including painting, carpeting or the installation of wall coverings) provided, however that said improvements do not consist of changes or modifications to any Building plumbing, electrical, air conditioning or other Building wide systems. 8.02 Anything hereinabove to the contrary notwithstanding, Landlord will not unreasonably withhold or delay approval of written requests of Tenant to make nonstructural interior alterations, decorations, additions and improvements (herein referred to as "Alterations") in the Premises, provided that such Alterations do not affect utility services or plumbing and electrical lines or other systems of the Building and do not affect and are not visible from any portion of the Building outside of the Premises. All Alterations shall be performed in accordance with the following conditions: (i) Prior to the commencement of any Alterations costing more than $15,000.00, Tenant shall first submit to Landlord for its approval detailed dimensioned coordinated plans and specifications, including layout, architectural, mechanical, electrical, plumbing and structural drawings for each proposed Alteration. Landlord shall be given, in writing, a good description of all other Alterations. (ii) All Alterations in and to the Premises shall be performed in a good and workmanlike manner and in accordance with the Building's rules and regulations governing Tenant Alterations. Prior to the commencement of any such Alterations, Tenant shall, at its sole cost and expense, obtain and exhibit to Landlord any governmental permit required in connection with any alterations such Alterations. In order to any Improvements compensate Landlord for its general conditions and the costs incurred by Landlord in connection with Tenant's performance of Alterations in and/or to the Premises (i) that may have a material adverse effect on Borrower's financial conditionincluding, without limitation, the value costs incurred by Landlord in connection with the coordination of Alterations which may affect systems or services of the Building or portions of the Building outside of the Premises), Tenant shall pay to Landlord a fee equal to five (5%) percent of the cost of such Alterations. Such fee shall be paid by Tenant as Additional Rent hereunder within ten (10) days following receipt of an invoice therefor. (iii) All Alterations shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directions, rules and regulations of governmental authorities having jurisdiction, including, without limitation, the Americans with Disabilities Act of 1990 and New York City Local Law No. 57/87 and similar present or future laws, and regulations issued pursuant thereto, and also New York City Local Law No. 76 and similar present or future laws, and regulations issued pursuant thereto, on abatement, storage, transportation and disposal of asbestos and other hazardous materials, which work, if required, shall be effected at Tenant's sole cost and expense, by contractors and consultants approved by Landlord and in strict compliance with the aforesaid rules and regulations and with Landlord's rules and regulations thereon. (iv) All work shall be performed by duly licensed and insured professionals whose presence at the Premises or the Building will not result in any labor unrest, dispute, slowdown, strike or disharmony whatsoever by labor rendering or scheduled to render services at or within, or delivering goods or materials to the Building, in which event Tenant shall immediately and permanently cease its use of the Property professional(s) whose presence at the Premises or the ongoing revenues Building was the basis for such unrest, slowdown or strike. Notwithstanding anything contained herein to the contrary, if the use by Tenant of any contractor, subcontractor, vendor, supplier or any other party causes or threatens to cause or create any work stoppage, picketing, labor disruption, dispute or disharmony of any nature whatsoever, Tenant shall immediately discontinue the use of such party and expenses take such other remedial measures as may be necessary in order to restore labor harmony. (v) Tenant shall keep the Building and the Premises free and clear of all liens for any work or material claimed to have been furnished to Tenant or to the Premises. (vi) Prior to the commencement of any work by or for Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of the Property, following insurance: (iia) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred Workmen's compensation insurance covering all persons employed for such work and to be incurred with respect to such alterations to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender Premises. (b) Broad form general liability insurance written on an occurrence basis naming Tenant as security for the payment of such amounts an insured and naming Landlord and its designees as additional security insureds, with limits of not less than $3,000,000 combined single limit for Borrower's Obligations under the Loan Documents personal injury in any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Thresholdone occurrence, and Lender with limits of not less than $500,000 for property damage (the foregoing limits may apply such security be revised from time to time by Landlord to such higher limits as Landlord from time to time reasonably requires). Tenant, at its sole cost and expense, shall cause all such insurance to be maintained at all time when the work to be performed for or by Tenant is in progress. All such insurance shall be obtained from a company authorized to do business in New York and shall provide that it cannot be canceled without thirty (30) days prior written notice to Landlord. All polices, or certificates therefor, issued by the insurer and bearing notations evidencing the payment of premiums, shall be delivered to Landlord. Blanket coverage shall be acceptable, provided that coverage meeting the requirements of this paragraph is assigned to Tenant's location at the option Premises. (vii) In granting its consent to any Alterations, Landlord may impose such conditions as to guarantee of Lender completion (including, without limitation, requiring Tenant to pay temporarily post additional security or a bond to insure the completion of such Alterations, payment, restoration or otherwise), as Landlord may reasonably require. (viii) All work to be performed by Tenant shall be done in a manner which will not interfere with or disturb other tenants and occupants of the Building. (ix) The review and/or approval by Landlord, its agents, consultants and/or contractors, of any Alteration or of plans and specifications therefor and the coordination of such Alteration work with the Building, as described in part above, are solely for such alterations. Upon the benefit of Landlord, and neither Landlord nor any of its agents, consultants or contractors shall have any duty toward Tenant; nor shall Landlord or any of its agents, consultants and/or contractors be deemed to have made any representation or warranty to Tenant, or have any liability with respect to the safety, adequacy, correctness, efficiency or compliance with laws of any plans and specifications, Alterations or any other matter relating thereto. (x) Promptly following the substantial completion of any Material AlterationAlterations, Borrower Tenant shall provide evidence satisfactory submit to Lender Landlord: (a) one (1) sepia and one (1) copy on floppy disk (using a current version of Autocad or such other similar software as is then commonly in use) of final, "as-built" plans for the Premises showing all such Alterations and demonstrating that (i) the Material Alteration was constructed such Alterations were performed substantially in accordance with applicable Legal Requirementsplans and specifications first approved by Landlord and (b) an itemization of Tenant's total construction costs, (ii) detailed by contractor, subcontractors, vendors and materialmen; bills, receipts, lien waivers and releases from all contractors, subcontractors, materialmen vendors and professionals who provided workmaterialmen; architects' and Tenant's certification of completion, materials or services in connection with the Material Alteration have been paid in full payment and have delivered unconditional releases of liensacceptance, and (iii) all material licenses governmental approvals and permits necessary confirmations of completion for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedsuch Alterations.

Alterations. Lender's prior approval shall be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Lender's prior approval The BPCCA acknowledges and agrees that any alteration to BPCC shall be required comply with the 2010 Standards to the maximum extent feasible. BPCCA agrees to notify the United States, in connection with writing, of any alterations to any Improvements (i) the common elements of BPCC commenced during the term of this Agreement and shall, in that may have notification, specify the steps taken to ensure that the alterations comply with the Standards to the maximum extent feasible. MONITORING AND COMPLIANCE BPCCA represents to the United States that it currently has limited funds in reserve and these funds are not sufficient to remedy the ADA issues. Accordingly, it must raise funds through a material adverse effect on Borrower's financial conditionspecial assessment in order to complete the remedial work. BPCCA agrees to commence the remedial work no later than March 1, 2016. Further, the value or use remedial work will be completed no later than March 1, 2017. Thirty days after the effective date of this Agreement, BPCCA shall provide a narrative report of the Property or remedial work that it intends to undertake along with the ongoing revenues and expenses approximate dates that it will undertake such work. Once all of the Propertyremedial steps specified by this Agreement are completed BPCCA will provide to the United States a narrative report with photographs of the actions it has taken to effectuate the remedial steps in the Agreement. Every year during the term of this Agreement on the anniversary date of the effective date of the Agreement, (ii) BPCCA shall provide to the cost United States a narrative report of which (including the actions taken during the reporting period to remove any related alteration, improvement or replacement) is reasonably anticipated barriers to exceed access and otherwise enhance accessibility for individuals with disabilities at BPCCA and any plans for action concerning ADA compliance in the Alteration Threshold, or (iii) that adversely affects any structural component coming year. The report shall include as an exhibit copies of any Improvementscomplaint, whether formal or informal, received during the reporting period alleging that BPCCA was not being operated in compliance with the ADA or otherwise discriminated against any utility or HVAC system contained person on account of disability. The Owner and Operator of BPCCA shall cooperate in good faith with any and all reasonable requests by the Improvements or United States for access to BPCC and for information and documents concerning BPCCA's compliance with this Agreement and the exterior of ADA. The United States shall have the right to verify compliance with this Agreement and the ADA, both as set forth in this Agreement and through any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations means available to the Improvements general public, including visits to the public areas of BPCC. The United States shall have the right to inspect BPCC at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedtime.

Alterations. Lender's Both the Landlord and the Tenant will take into consideration any impact on the Environmental Performance of the Premises and the Centre from any proposed works to or at the Premises[ or the Centre]. The Tenant agrees to allow the Landlord (if the Landlord so wishes and upon reasonable prior approval shall be required notice) to install, at the Landlord’s own cost, separate metering of utilities used in connection with any alterations the Common Parts and the Premises[ and the Landlord agrees to allow the Tenant to install separate [sub-]metering of the utilities used in the Premises127]. This Schedule 8 uses the following definitions: “Approved Underlease” an underlease approved by the Landlord and, subject to any Improvements (i) that may have variations agreed by the Landlord in its absolute discretion: granted without any premium being received by the Tenant; reserving a material adverse effect market rent, taking into account the terms of the underletting; [for a term of not less than [NUMBER] years calculated from the date on Borrower's financial conditionwhich the underlease is completed;] lawfully excluded from the security of tenure provisions of the 1954 Act [if it creates an underletting of a Permitted Part]; containing provisions: requiring the Undertenant to pay as additional rent the whole or, in the case of an Underlease of a Permitted Part, a due proportion, of the Insurance Rent, Service Charge and other sums, excluding the Main Rent, payable by the Tenant under this Lease; for rent review at [five yearly] intervals and otherwise on the same terms as in Schedule 2; and128 for change of use and alterations corresponding to those in this Lease; containing a covenant by the Undertenant not to assign the whole of the Underlet Premises without the prior written consent129 of the Landlord and the Tenant on terms corresponding to those in this Lease and a covenant not to assign part only of the Underlet Premises; [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole of the Underlet Premises without the prior written consent of the Landlord and the Tenant and a covenant by the Undertenant not to create any Sub-Underlease of any part of the Underlet Premises] OR [containing a covenant by the Undertenant not to create any Sub-Underlease of the whole or any part of the Underlet Premises without the prior written consent of the Landlord and the Tenant];130 [containing provisions requiring any Sub-Underlease to contain: a valid agreement to exclude the security of tenure provisions of the 1954 Act; obligations by the Sub-Undertenant not to assign the whole of the Sub-Underlet Premises without the prior written consent of the Landlord, the value or use Tenant and the Undertenant and not to assign part of the Property Sub-Underlet Premises; an absolute prohibition on the creation of further underleases of whole or part [except where the ongoing revenues and expenses Sub-Underlease is of the Propertywhole of the Premises when the Sub-Underlease may contain provisions permitting the creation of one further underlease of whole with the prior consent of the Landlord, (ii) the cost Tenant and the Undertenant but with the additional provision that no underleases of which (including whole or part will be created out of that further underlease];] if the Underlease is excluded from the security of tenure provisions of the 1954 Act, containing any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) other provisions that adversely affects any structural component of any Improvements, any utility or HVAC system contained are reasonable in the Improvements or the exterior of any building constituting a part of any Improvements (any context of the foregoing, a "Material Alteration"). If terms of this Lease and the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 nature of the following: (i) cash, (ii) a Letter proposed Underlease; and if the Underlease is not excluded from the security of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess tenure provisions of the total unpaid amounts incurred and to be incurred 1954 Act, containing other provisions corresponding with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed those 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.this Lease;

Alterations. Lender's prior approval Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be required made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any alterations construction or alteration for work performed by or on behalf of Tenant (except with respect to any Improvements such costs, losses, expenses or attorneys’ fees result from the acts or omissions of Landlord, or any affiliate of Landlord) and any related lien. Any contractors and subcontractors engaged by Tenant for any such alterations shall be subject to Landlord’s prior written consent. Prior to commencing any alterations performed by any contractor, Tenant shall: (a) obtain all permits, licenses, and approvals required for Tenant to perform such work; (b) deliver to Landlord (i) that may have a material adverse effect on Borrower's financial conditioncopies of such permits, the value or use of the Property or the ongoing revenues licenses, and expenses of the Property, approvals and (ii) the cost of which evidence reasonably satisfactory to Landlord that Tenant and/or Tenant’s contractor has procured workers’ compensation, general liability, and personal and property damage insurance as Landlord may reasonably require; (including c) cause any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and such work to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: performed (i) cash, in accordance with the plans approved by Landlord and (ii) in a Letter of Credit, good and workmanlike manner and in compliance with all applicable laws; (iiid) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided ensure that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen laborers, and professionals who provided work, suppliers performing work or supplying materials or services in connection with the Material Alteration have been are paid in full and have delivered unconditional releases of liens, full; and (iiie) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on during the performance of tenant improvement work) have Tenant’s Work, observe and perform all of its obligations under this Lease. Notwithstanding the foregoing or anything contained herein the contrary, the Tenant Work listed in Exhibit B, which Tenant Work has been issuedpreviously approved by Landlord, shall not be considered alterations for purposes of this Section 7.03.

Alterations. Borrowers shall obtain Lender's ’s prior approval written consent, which consent shall not be required in connection with unreasonably withheld or delayed, to any alterations to any the Improvements (iincluding, without limitation, any alterations pursuant to the REA), the cost of which is reasonably anticipated to exceed $3,000,000 (the "Threshold Amount") or that may will have a material adverse effect on any Borrower's ’s financial condition, the use, operation or value or use of the Property or the ongoing revenues and expenses of Net Operating Income with respect to the Property, other than (iia) tenant improvement work performed pursuant to the cost terms of which any Lease executed on or before the date hereof, (including any related alteration, b) tenant improvement or replacement) is reasonably anticipated work performed pursuant to exceed the Alteration Threshold, or (iii) that terms and provisions of a Lease executed after the date hereof and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not require Lender’s consent to tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Agreement) or (c) alterations performed in connection with the restoration of the foregoingProperty after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If Lender fails to respond to a request for consent under this Section 5.4.2 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information reasonably requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a "Material Alteration")certificate of compliance with applicable laws from an independent architect, engineer, or other Person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from escrow accounts established hereunder) shall at any time exceed the Alteration ThresholdThreshold Amount, Borrower Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's Obligations Borrowers’ obligations under the Loan Documents any of the following: (i1) cash, (ii2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and with respect to which the applicable Rating Agencies have delivered a Rating Comfort Letter, or (4) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants tenants under the LeasesLeases or from escrow accounts established hereunder) over the Alteration Threshold, and Lender may apply such security from time Threshold Amount. Upon completion of the alterations to time at the option satisfaction of Lender in its reasonable discretion Lender shall promptly return to pay for Borrowers such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedadditional security.

Alterations. Lender's prior approval Borrower shall not perform or undertake or consent to or permit Operating Lessee or any other Person to perform or undertake any Alteration, except in accordance with the following terms and conditions: (a) The Alteration shall be required undertaken in connection accordance with the applicable provisions of this Agreement, the other Loan Documents, the Leases and all Legal Requirements. (b) No Event of Default shall have occurred and be continuing or shall occur as a result of such action. (c) A Material Alteration, to the extent architects are customarily used for alterations or expansions of those types, but including any alterations structural change to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues Improvements, shall be conducted under the supervision of an independent architect (“Independent Architect”) and expenses shall not be undertaken until ten (10) Business Days after there shall have been filed with Lender, for information purposes only and not for approval by Lender, detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such Independent Architect. Such plans and specifications may be revised at any time and from time to time, provided that revisions of the Propertysuch plans and specifications shall be filed with Lender, for information purposes only. (iid) the cost The Alteration may not in and of which (including any related alterationitself, improvement or replacement) is reasonably anticipated to exceed either during the Alteration Thresholdor upon completion, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting be reasonably expected to have a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred Adverse Effect with respect to the Property or adversely affect the annual Net Operating Income following the completion of the Alteration; provided that if, as reasonably determined by the Lender, such alterations Alteration would reduce annual Net Operating Income by more than 5% of the projected Net Operating Income during the term of the Alteration, Borrower may proceed with the Alteration provided Borrower delivers to Lender Eligible Collateral in the amount that the estimated reduction in Net Operating Income resulting from the Alteration exceeds 5% of the projected Net Operating Income as additional security for the Indebtedness, which Eligible Collateral shall be returned to Borrower after evidence of completion of the applicable Alteration and no Event of Default has occurred and is continuing. (e) All work done in connection with any Alteration shall be performed with due diligence to final completion in a good and workmanlike manner, all materials used in connection with any Alteration shall be not less than the standard of quality of the materials generally used at the Property as of the date hereof (or, if greater, the then-current customary quality in the sub-market in which the Property is located) and all work shall be performed and all materials used in accordance with all applicable Legal Requirements and Insurance Requirements. (f) The cost of any Alteration shall be promptly and fully paid for by Borrower, subject to the Improvements next succeeding sentence. No payment made prior to the Final Completion (excluding punch-list items) of an Alteration or Restoration to any contractor, subcontractor, materialman, supplier, engineer, architect, project manager or other Person who renders services or furnishes materials in connection with such Alteration shall at exceed ninety percent (90%) of the aggregate value of the work performed by such Person from time to time and materials furnished and incorporated into the Improvements. (g) With respect to any time exceed the Alteration Threshold, Material Alteration: (i) Borrower shall promptly deliver have delivered to Lender Eligible Collateral in an amount equal to at least the total estimated remaining unpaid costs of such Material Alteration which is in excess of the Threshold Amount, which Eligible Collateral shall be held by Lender as security for the payment Indebtedness and released to Borrower as such work progresses in accordance with Section 5.1.22(g)(iii); provided, however, (A) in the event that any Material Alteration shall be made in conjunction with any Restoration with respect to which Borrower shall be entitled to withdraw Net Proceeds pursuant to Section 6.4 hereof (including any Net Proceeds remaining after completion of such amounts and as additional security for Borrower's Obligations under Restoration), the Loan Documents any amount of the following: Eligible Collateral to be furnished pursuant hereto need not exceed the aggregate cost of such Restoration and such Material Alteration (in either case, as estimated by the Independent Architect) less the sum of the amount of any Net Proceeds which the Borrower is entitled to withdraw pursuant to Section 6.4 hereof and the Threshold Amount; (B) Borrower shall not be required to deliver to Lender Eligible Collateral as required in subsection (i) cashabove if (1) Manager is in possession of funds sufficient to cover the amount otherwise required to be covered by Eligible Collateral, such amounts are not intended to be used for other purposes under the Annual Budget, and such amounts have been set aside and are not subject to a lien by Manager for any reason, and (2) either (aa) Manager certifies to Lender as to the items set forth in (1) above, or (bb) Borrower delivers to Lender a guaranty of completion from Guarantor as to the Material Alteration; (ii) Prior to commencement of construction of such Material Alteration, Borrower shall deliver to Lender a Letter schedule (with the concurrence of Creditthe Independent Architect) setting forth the projected stages of completion of such Alteration and the corresponding amounts expected to be due and payable by or on behalf of Borrower in connection with such completion, such schedule to be updated quarterly by Borrower (and with the concurrence of the Independent Architect) during the performance of such Alteration. (iii) U.S. ObligationsAny Eligible Collateral that a Borrower delivers to Lender pursuant hereto (and the proceeds of any such Eligible Collateral) shall be invested (to the extent such Eligible Collateral can be invested) by Lender in Permitted Investments for a period of time consistent with the date on which the Borrower notifies Lender that the Borrower expects to request a release of such Eligible Collateral in accordance with the next succeeding sentence. From time to time as the Material Alteration progresses, (iv) other secunt1es acceptable the amount of any Eligible Collateral so furnished may, upon the written request of Borrower to Lender, provided that Lender shall have received a Rating Agency Confirmation as be withdrawn by Borrower and paid or otherwise applied by or returned to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be Borrower in an amount equal to the excess amount Borrower would be entitled to so withdraw if Section 6.4 were applicable, subject to the satisfaction of the total unpaid amounts incurred and conditions precedent to be incurred with respect to such alterations to the Improvements withdrawal of funds set forth in Sections 6.4 hereof (other than such amounts those condition unique to be paid a Casualty or reimbursed by Tenants under Condemnation Restoration). In connection with the Leases) over above-described quarterly update of the Alteration Threshold, and Lender may apply such security from time to time at the option projected stages of Lender to pay for such alterations. Upon substantial completion of any the Material AlterationAlteration (as concurred with by an Independent Architect), Borrower shall provide evidence satisfactory increase (or be permitted to Lender that (idecrease, as applicable) the Eligible Collateral then deposited with Lender as necessary to comply with Section 6.4 hereof. (iv) At any time after final completion of such Material Alteration was constructed Alterations, the whole balance of any Cash deposited with Lender pursuant to this Section 5.1.21 then remaining on deposit may be withdrawn by Borrower and shall be paid by Lender to Borrower, and any Eligible Collateral so deposited shall, to the extent it has not been called upon, reduced or theretofore released, be released by Lender to Borrower, within ten (10) days after receipt by Lender of an application for such withdrawal and/or release and satisfaction of each of the following conditions, as certified by an Officer’s Certificate that such statements are true, and as to the following clauses (A) and (B) of this clause also a certificate of the Independent Architect: (A) such Material Alteration(s) shall have been completed in all material respects in accordance with applicable any plans and specifications therefor previously filed with Lender under Section 5.1.21(c) hereof; (B) that to the Best of Borrower’s Knowledge and the knowledge of the certifying person (x) such Material Alteration(s) has been completed in compliance with all Legal Requirements, and (iiy) to the extent required for the legal use or occupancy of the portion of the Property affected by such Alteration(s), the applicable Borrower has obtained a temporary or permanent certificate of occupancy (or similar certificate) or, if no such certificate is required, a statement to that effect; (C) that to the best of Borrower’s knowledge and the knowledge of the certifying person, all contractors, subcontractors, materialmen and professionals who provided work, materials amounts that a Borrower is or services may become liable to pay in connection with respect of such Material Alteration(s) through the Material Alteration date of the certification have been paid in full or adequately provided for and, to the extent that such are customary and reasonably obtainable by prudent property owners in the area where the applicable Property is located, that Lien waivers have delivered unconditional releases been obtained from the general contractor and subcontractors performing such Alteration(s) or at its sole cost and expense, Borrower shall cause a nationally recognized title insurance company to deliver to Lender an endorsement to the Title Policy, updating such policy and insuring over such Liens without further exceptions to such policy other than Permitted Encumbrances, or shall, at its sole cost and expense, cause a reputable title insurance company to deliver a lender’s title insurance policy, in such form, in such amounts and with such endorsements as the Title Policy, which policy shall be dated the date of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy completion of the Material Alteration (and shall contain no exceptions other than those Permitted Encumbrances; provided, however, that if, for any reason, Borrower are unable to deliver the certification required by this clause (C) with respect to any costs or expenses relating to the Alteration(s), then, assuming Borrower are able to satisfy each of the other requirements set forth in clauses (A) and (B) above, Borrower shall be entitled to the release of the difference between the whole balance of such Eligible Collateral and the total of all costs and expenses to which depend on Borrower are unable to certify; and (D) that to the performance best of tenant improvement work) have been issuedBorrower’s Knowledge and the knowledge of the certifying person, no Event of Default has occurred and is continuing.

Alterations. Borrower shall obtain Lender's ’s prior approval written consent, which consent shall not be required in connection with unreasonably withheld, conditioned or delayed, to any alterations to any the Improvements (i) that may have a material adverse effect on Borrower's ’s or 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 use the net operating income of the any Individual Property or the ongoing revenues and expenses Collateral (an “Alteration”), other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Propertydate 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, (iib) tenant improvement work performed pursuant to the cost terms and conditions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements Improvements, (any c) alterations performed in connection with the restoration of an Individual Property after the occurrence of a casualty in accordance with the terms and 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 foregoingplans, specifications or working drawings for Alterations of any Individual Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such approval upon receipt of a "Material Alteration")certificate of compliance with Applicable Laws from an independent architect, engineer, or other person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations an Alteration to the Improvements of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $2,500,000 (the “Threshold Amount”; and any such Alteration Thresholda “Material Alteration”), 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 ’s obligations under the Loan Documents Documents, any of the following: (i1) cash, (ii) a Letter of Credit, (iii2) U.S. Obligations, (iv3) other secunt1es securities having a rating reasonably acceptable to LenderLender or, provided if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that Lender shall have received such securities delivered will not, in and of themselves, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or if higher, the then current ratings assigned in connection with such Securitization, (v4) a completion bondbond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, provided collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that Lender any such Material Alteration shall have received a Rating Agency Confirmation as not result in the downgrade, withdrawal or qualification of the initial, or, if higher, the current ratings assigned to the form and issuer of sameSecurities in connection with a Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts incurred and to be incurred with respect to such alterations Material Alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the LeasesLeases or to be paid from Reserve Funds or Alterations not requiring approval under clauses (a) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that through (id) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.above)

Alterations. Lender's prior approval shall be required (a) After the Delivery Date, Tenant may, without Landlord’s approval: (i) install all equipment that Tenant deems necessary or desirable in connection with the Permitted Uses, whether now existing or hereafter developed, so long as the same do not exceed the load bearing capacity or otherwise materially and adversely damage the structure of the Building, and Tenant complies with all Applicable Laws; and (ii) make any alterations Alterations required to any Improvements allow the use and operation of such equipment in the Premises in compliance with Applicable Laws; provided Tenant shall not alter the roof, foundation or other structural elements of the Premises, unless Tenant obtains Landlord’s prior written approval as provided below. In addition, without obtaining Landlord’s approval, Tenant may make (i) changes to floor coverings, wall coverings and paint of the interior of the Building, and (ii) interior, non-structural Alterations to the Building in an amount that does not exceed the Alterations Threshold (defined below) on a per item basis. The “Alterations Threshold” shall initially be One Hundred Thousand and No/100 Dollars ($100,000.00) and shall increase by fifteen percent (15%) on the fifth (5th) anniversary of the Rent Commencement Date and every fifth (5th) year thereafter. Except as otherwise expressly provided above, Tenant shall not make any Alterations (including, but not limited to, any Alterations to the roof, foundation and structural elements of the Building) unless Landlord has approved such Alterations, in writing, which approval will not be unreasonably withheld, conditioned or delayed. If Landlord does not notify Tenant, in writing, of its objections to any Alterations within thirty (30) days after Tenant requests that Landlord approve the same, in writing, then Tenant may deliver a subsequent notice to Landlord requesting approval of such Alterations, and if Landlord fails to respond to such second (2nd) notice within ten (10) days after receipt thereof, Landlord shall be deemed to have approved such Alterations. Prior to commencing any Alterations, Tenant shall provide to Landlord proof of Tenant’s insurance required under Section 11.01(b) and shall cause all contractors performing such Alterations to furnish evidence of liability insurance coverage with liability limits for personal injury, death and property damage of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence. (b) All Alterations undertaken by Tenant: (i) must be completed by Tenant in a good and workmanlike manner and in compliance with Applicable Laws; (ii) must be completed using new or like-new materials of good quality; (iii) must not result in the load bearing capacity of the Building or otherwise have a material adverse effect on Borrower's financial condition, the value or use structural integrity of the Property or Building; and (iv) must not increase the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (load on any of the foregoingMechanical Systems beyond their published load limits or otherwise have a material adverse effect on the Mechanical Systems. Tenant shall, a "Material Alteration")at its expense, obtain all governmental permits and approvals required in connection with its Alterations. If Landlord’s consent is required for any proposed Alterations under the total unpaid amounts incurred other provisions of this section, Tenant shall submit the construction plans and specifications for such Alterations to be incurred Landlord at the time Tenant requests ▇▇▇▇▇▇▇▇’s approval thereof and Tenant shall complete such Alterations substantially in accordance with respect the plans and specifications approved (or deemed approved) by Landlord. (c) Provided it complies with the other terms of this Section 10.01, Tenant shall have the right to such alterations install one (1) or more antennas, satellite dishes and other communications devices (collectively, “Communication Facilities”) on the roof of the Building. If Tenant installs any Communications Facilities on the roof of the Building under the terms of this Lease or Landlord consents, in writing, to Tenant installing any other facilities on the roof of the Building or Tenant makes any Alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 roof of the followingBuilding, Tenant shall: (i) cash, not void or violate any roof warranty; (ii) a Letter of Credit, follow the roof manufacturer’s recommendations and requirements; (iii) U.S. Obligations, use Landlord’s roofing contractor or an approved roof manufacturer contractor; and (iv) other secunt1es acceptable to Lenderensure the installation or alteration does not damage the roof or exceed the load bearing capacity of the roof. (d) All of Tenant’s Alterations forming a part of the Premises at the expiration or termination of this Lease shall become the property of Landlord; provided, provided that Lender Tenant shall have received a Rating Agency Confirmation as the right to remove, at its option, all or any portion of its equipment, furnishing, fixtures, trade fixtures, equipment, machinery, racking, materials handling equipment and other personal property, whether or not the same are physically fastened or attached to the form and issuer Land or Improvements so long as Tenant repairs all material damage resulting from such removal. Tenant’s repair obligation under the preceding sentence shall survive the expiration or sooner termination of same, or this Lease. (ve) a completion bond, provided that Lender Tenant shall have received a Rating Agency Confirmation the right to require that Landlord expand the Premises as to the form and issuer provided in Section 6 of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to Exhibit B. In addition, Tenant may, at its option, complete such alterations to the Improvements (other than such amounts to be paid expansion or reimbursed by Tenants under the Leases) over the Alteration Thresholdany phase thereof, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alterationusing its own funds, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who as provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.said Exhibit B.

Alterations. Lender's prior approval shall be required in connection with any alterations Prior to any Improvements (i) that may have a material adverse effect on Borrower's financial conditionthe commencement of the term of this lease, the value or use of Lessor shall complete the Property or following improvements ("Improvements") thereto, pursuant to plans and specifications which have been agreed to by the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 followingparties: (i) cash, restrooms; (ii) a Letter of Credit, drinking fountains; (iii) U.S. Obligations, computer room; (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form pay telephones; and issuer of same, or (v) a completion bondassisted entrance for accessibility by disabled persons. The Improvements shall be contracted for by Lessor, subject to the approval of Lessee. Promptly upon receipt of invoices for the Improvements, Lessor shall present the same to Lessee who shall reimburse Lessor for the cost thereof as additional rent. The Lessee shall clean and repair the floor of the Demised Premises to Lessee's satisfaction and at its expense, provided however that Lender the Lessor shall have received a Rating Agency Confirmation 5 6 contribute $10,000.00 toward such cleaning and repair. Except as set forth above, Lessee shall make no alterations in, or additions or improvements to, said Demised Premises (structural or otherwise) without the written consent of Lessor first had and obtained, which consent shall not be unreasonably withheld. If any permitted alterations, additions or improvements in or to said Demised Premises are made by Lessee, the Lessee covenants and agrees that Lessee will make all such alterations, additions or improvements in or to said Demised Premises at Lessee's own expense. If Lessee, its agents and employees, makes any alterations or improvements (whether or not authorized by Lessor), which cause the accessibility or other requirements of the ADA to be applicable to the form and issuer of same. Such security shall be Demised Premises or building in an amount equal to which the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration ThresholdDemised Premises are located, and Lender may apply such security from time to time Lessee agrees at the option of Lender Lessee's expense to pay for any modifications to the Demised Premises or building imposed by the ADA, or the rules and regulations issued thereunder. Any such permitted alterations, additions or improvements which are begun by Lessee shall be completed by Lessee. No alterations, additions or improvements shall be made which will weaken the structural strength of any building at any time forming a part of the Demised Premises. Lessee shall, in making any such alterations, additions or improvements, and/or in using and/or occupying the Demised Premises, comply with all applicable laws and ordinances pertaining to such work and/or such use or occupancy. Upon substantial completion Any additions, alterations or improvements made by Lessee shall become and remain a part of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liensDemised Premises, and (iii) all material licenses be and permits necessary for remain the use, operation and property of Lessor upon the termination of this lease or Lessee's occupancy of the Material Alteration (Demised Premises. Notwithstanding the above, the Lessor may, by giving written notice to the Lessee, require Lessee to restore the Demised Premises to the same condition they were in at the commencement of the lease. In any event, Lessee shall have the right to remove all Lessee's trade fixtures, furnishings and other than those personal property in the Demised Premises which depend on the performance of tenant improvement work) have been issuedplaced there by Lessee, even though the same be attached to said Demised Premises, upon the condition that the removal of any such annexation shall be effected before the expiration of the term of this lease, and that all damage caused to said Demised Premises by such removal shall be repaired by Lessee on or before the expiration of said term. Lessee shall indemnify and save harmless Lessor from and against all expenses, liens, claims or damages to either property or person which may or might arise by reason of such repairs, alterations, improvements, additions or removals.

Alterations. Lender's Tenant shall not at any time during the Term of this Lease make any openings in or other alteration or improvement to the roof or exterior walls of the Building or make any alteration, addition or improvement to the Premises or any portion thereof (hereinafter collectively referred to as “Alterations”) without in each instance, the prior written consent of Landlord; provided, however, upon notice to, but without the requirement of the written consent of Landlord, Tenant shall have the right to make Alterations to the interior of the Premises where same are non-structural, do not require openings in or other alteration or improvement to the roof, exterior walls or other structural components of the Building, do not adversely affect any Building system, and do not exceed FIFTY THOUSAND AND NO/100 DOLLARS (550,000.(X)) in the aggregate in any twelve (12)-month period. In the event Tenant requests Landlord’s consent to make any Alteration which does not involve openings in or other alterations or improvements to the roof, Landlord shall not unreasonably withhold its consent to the Alteration. No Alterations to the Premises for which Landlord’s consent is required shall be commenced by Tenant until Tenant has furnished Landlord with a satisfactory certificate or certificates from an insurance company acceptable to Landlord, evidencing insurance coverage required under Section 9.2 hereof. Any Alterations by Tenant hereunder shall be done in a good and workmanlike manner in compliance with any Legal Requirements. Upon completion of any Alteration by Tenant hereunder, Tenant shall furnish Landlord with a copy of the “as built” plans covering such construction. Tenant, at its sole cost and expense, will make all Alterations on the Premises which may be necessary by the act or neglect of any other person or corporation (public or private), except Landlord, its agents, employees or contractors. Before commencing any Alterations, involving an estimated cost of more than FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00): (a) plans and specifications therefor, prepared by a licensed architect, shall be submitted to and approved by Landlord (such approval shall not be unreasonably withheld or delayed); (b) Tenant shall furnish to Landlord an estimate of the cost of the proposed work, certified by the architect who prepared such plans and specifications; (c) all contracts for any proposed work shall be submitted to and subject to the reasonable approval of Landlord; (d) evidence of insurance as required in connection with by Article IX hereof; and (f) such other requirements as Landlord may reasonably require to be satisfied. Prior to the commencement of any alterations construction activity for which Landlord’s consent shall be required, certificates of such insurance coverages shall be provided to Landlord and renewal certificates shall be delivered to Landlord prior to the expiration date of the respective policies. Notwithstanding the foregoing, no Alterations of any Improvements kind shall be made which would (i) that may have a material adverse effect on Borrower's financial conditionchange the general design, the value use, character or use structure of the Property Premises or the ongoing revenues and expenses of the Property, any part thereof; (ii) decrease the cost size of which (including the Premises or any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or part thereof; (iii) that adversely affects reduce or impair, to any structural component of any Improvementsmaterial extent, any utility the value, rentability or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any usefulness of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, Premises or constitute waste; or (iv) give to any owner, lessee or occupant of any other secunt1es acceptable property or to Lenderany other person or corporation any easement, provided right-of-way or any other right over the Premises. Any Alteration shall be made with reasonable dispatch and in a good and workmanlike manner and in compliance with all applicable permits and authorizations and buildings and zoning laws and with all other Legal Requirements. If any work does not comply with the provisions of this Lease, Landlord may, by notice to Tenant, require that Lender shall have received a Rating Agency Confirmation as Tenant stop the work and take steps necessary to the form and issuer of samecause corrections to be made, or (v) a completion bondLandlord may, provided that Lender shall have received a Rating Agency Confirmation as to itself, perform the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedat Tenant’s cost.

Alterations. (a) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee, to obtain Lender's ’s prior approval written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that 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 to any Improvements (i) that may will not have a material adverse effect on Borrower's ’s, Mortgage Borrower’s or Operating Lessee’s financial condition, the value or use of the Property or the ongoing revenues and expenses Property’s Net Operating Income 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 Propertydate hereof, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, or (any c) alterations performed in connection with the Restoration of the foregoingProperty after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, a "Material Alteration")(d) alterations set forth on Schedule IV hereto, (e) Required Repairs or (f) Replacements if there are sufficient reserves on deposit in the Replacement Reserve Fund to pay for such obligations. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at the Property (other than (I) such amounts to be paid or reimbursed by 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 exceed Fifteen Million and No/100 Dollars ($15,000,000.00) (the Alteration Threshold“Threshold Amount”), Borrower shall, or shall cause Mortgage Borrower or Operating Lessee to, obtain 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: following (ithe “Alterations Deposit”): (A) cash, (iiB) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that, at Lender’s option, the Approved Rating Agencies have provided a Rating Agency Confirmation with respect to or (D) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. (b) Each such Alterations Deposit shall be disbursed from time to time by Lender to Borrower for completion of the Alterations at the Property upon the satisfaction of the following conditions: (i) Borrower shall, 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 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 on the date such payment is to be made, no Event of Default 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 substantial the completion of the Alterations in respect of which any Material AlterationAlteration Deposit is being held, Lender shall promptly return to Borrower shall provide evidence satisfactory to Lender any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (i) on the Material Alteration was constructed 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 (ii) 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 and any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (iito the extent not received by Lender in connection with prior disbursement requests) all contractors, subcontractors, materialmen and professionals who provided work, materials or stating that each contractor providing services in connection with the Material Alteration have Alterations has been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedfull.

Alterations. Lender's Tenant shall make no alterations, additions or improvements to the Premises without the prior approval shall be required written consent of Landlord, and Landlord may impose, as a condition of such consent, such requirements as Landlord in connection with any alterations to any Improvements (i) that its sole discretion may have a material adverse effect on Borrower's financial conditiondeem reasonable or desirable, including, without limiting the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any generality of the foregoing, a "Material Alteration")requirements as to the manner in which, the time or times at which, and the contractor by whom such work shall be done and requirements that Tenant provide Landlord with labor, material, payment and performance bonds (collectively the “bonds”) naming Landlord (and such other persons as Landlord may reasonably request) as insureds under such bonds. If Landlord shall have the total unpaid amounts incurred same rights of review and to be incurred approval with respect to such alterations permitted alterations, additions, and improvements to the Improvements Premises as described for tenant improvements in Article 8. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Before commencing any work, Tenant shall give Landlord at any time exceed least five (5) days’ notice of the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment proposed commencement date of such amounts work and shall, if required by Landlord, secure at Tenant’s own cost and expense, the bonds, in a form reasonably satisfactory to Landlord, for said work naming Landlord (and such other persons as additional security for Borrower's Obligations Landlord may reasonably request) as insureds under the Loan Documents any bonds. All such alterations, additions or improvements shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the end of the following: term hereof, except that Landlord may, by notice to Tenant given at least thirty (i30) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as days prior to the form end of the term, require Tenant to remove all partitions, counters, railings and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as the like installed by Tenant and to repair any damage to the form and issuer of samePremises from such removal. Such security Tenant shall be in an amount equal make no alteration, addition or improvement to the excess Premises that can be seen from the exterior of the total unpaid amounts incurred and to be incurred with respect to such alterations to Building or from any common area of the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration ThresholdBuilding, including without limitation window treatments, curtains, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedblinds.

Alterations. Pledgor shall obtain Lender's ’s prior approval written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a material adverse effect on Pledgor’s, Mezzanine A Borrower’s or Mortgage Borrower’s financial condition, the value of the related Individual Property, the Collateral, the Mezzanine A Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may will not have a material adverse effect on Pledgor’s, Mezzanine A Borrower's ’s or Mortgage Borrower’s financial condition, the value or use of the Property related Individual Property, the Collateral, the Mezzanine A Collateral or the ongoing revenues 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 in accordance with the terms hereof, Mezzanine A Loan Agreement and expenses of the PropertyMortgage Loan Agreement, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, or (any c) alterations performed in connection with the Restoration of the foregoingrelated Individual Property in accordance with the terms and provisions of this Agreement, a "Material Alteration")the Mezzanine A Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts incurred and to be incurred with respect to such 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 exceed the Alteration ThresholdThreshold for such Individual Property (the “Threshold Amount”), Borrower Pledgor 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 Pledgor’s obligations under the Loan Documents any of the following: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating reasonably acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or, if higher, then current ratings assigned in connection with any Securitization, or (vD) a completion bondbond or letter of credit issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, 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 incurred and to be incurred with respect to such 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, Threshold Amount and Lender may apply such security applied from time to time at the option of Lender to pay for such alterationsalterations or to terminate any of the alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. Upon substantial completion Notwithstanding the foregoing, Pledgor shall be relieved of any Material Alteration, its obligation to deposit the security for certain alterations described above provided (A) Mortgage Borrower shall provide evidence satisfactory is required to and does deliver such security to Mortgage Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, the Mortgage Loan Documents or (iiB) all contractors, subcontractors, materialmen Mezzanine A Borrower is required to and professionals who provided work, materials or services does deliver such security to Mezzanine A Lender in connection accordance with the Material Alteration have been paid in full and have delivered unconditional releases of liensMezzanine A Loan Documents, and (iii) all material licenses and permits necessary for the use, operation and occupancy in either case Lender received evidence acceptable to Lender of the Material Alteration (other than those which depend on the performance delivery of tenant improvement work) have been issuedsuch security.

Alterations. Borrower shall obtain Lender's prior approval written ----------- consent, which consent shall not be required in connection with unreasonably withheld or delayed, for any alterations to any Improvements (i) on any Individual Property that may have a material adverse effect on Borrower's financial condition, the value or use of the such Individual Property or the ongoing revenues and expenses of the Net Operating Income with respect to such Individual Property, (ii) other than tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements (any or alterations performed in connection with the restoration of an Individual Property after the foregoing, occurrence of a "Material Alteration")casualty in accordance with the terms and provisions of this Agreement. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements on the Properties (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed five percent (5%) of the Alteration Thresholdoutstanding principal balance of the Loan (the "THRESHOLD AMOUNT"), 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: (i) cash, (ii) a Letter of CreditU.S. Obligations, (iii) U.S. Obligationsother 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 (iv) other secunt1es 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 LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or (v) a completion bondor, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameif 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 incurred and to be incurred with respect to such alterations to the Improvements on the Properties (other than such amounts to be paid or reimbursed by Tenants tenants under the Leases) over the Alteration Threshold, Threshold Amount and Lender may apply such security be reduced from time to time at by the option of cost estimated by Lender to pay for such alterations. Upon substantial completion of terminate any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the performance value of tenant improvement work) have been issuedsuch Individual Property.

Alterations. Borrower may, without Lender's prior approval shall be required in connection with any ’s consent, perform alterations to any the Improvements and Equipment which (i) that may have do not constitute a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the PropertyMaterial Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of the Property and (iii) are in the ordinary course of Borrower’s business. Borrower shall not perform any Material Alteration without Lender’s prior written consent, not to be unreasonably withheld. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender security for payment of the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the such Material Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 Documents, which security may be any of the following: (i) cash, (ii) a Letter of CreditU.S. Obligations, or (iii) U.S. Obligations, (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the 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 if Borrower has provided non-cash security, as provided above, except to the extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the requirements of the preceding sentence.

Alterations. Other than the construction of the Project, which shall be governed by the provisions of Article III hereof, Borrowers shall obtain Lender's ’s prior approval consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may will not have a material adverse effect on any Borrower's ’s financial condition, the value or use of the applicable Property or the ongoing revenues and expenses Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the terms of the Propertyany Lease, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not materially adversely affects affect any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. 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 and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the foregoingrequest within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a "Material Alteration")condition to any required approval. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration ThresholdThreshold Amount, Borrower Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's Obligations Borrowers’ obligations under the Loan Documents any of the following: (iA) cash, (iiB) 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 then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (vE) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameperformance bond issued by an Approved Bank. 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 applicable Property (other than such amounts to be paid or reimbursed by Tenants tenants under the Leases) over the Alteration ThresholdThreshold Amount and during the continuance of an Event of Default, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. LenderAll alterations, improvements or changes to the Premises ----------- desired by Tenant ("Alterations") shall be made at Tenant's expenses and all improvements in excess of $4,000 shall require Landlord's prior approval which approval shall not be unreasonably withheld. If Tenant desires any Alteration in excess of $4,000, Tenant shall submit to Landlord for its prior approval (which approval shall not, provided such Alteration does not affect the structural portions or the mechanical or utility systems of the Property, and subject to other terms of this Lease, be unreasonably withheld or delayed) reasonably detailed final plans and specifications and the name of the contractor proposed by Tenant to make the Alteration. Tenant shall obtain all applicable permits, authorizations and governmental approvals before commencement of the Alterations, and the Alterations shall be required completed with due diligence in compliance with the plans and specifications approved by Landlord. In making any Alteration, Tenant shall comply in all respects with the "Building Rules" (as defined in Section 30 - "Rules and Regulations") and with Section 5 - "Use of Premises." All Alterations shall be made at such times and in such manner as Landlord may designate, only by such contractors or mechanics as are reasonably approved by Landlord, and subject to all other reasonable conditions which Landlord may in its discretion impose. Tenant shall reimburse Landlord upon demand for any expenses incurred by Landlord in connection with any alterations Alterations made by Tenant, including any fees charged by Landlord's contractors or consultants to review plans and specification prepared by Tenant and the cost of updating the existing as-built plans and specifications of the Building to reflect the Alterations, not to exceed $200.00 per occurrence. All Alterations shall be the property of Landlord, and upon expiration or termination of this Lease, all Alterations shall be surrendered with the premises at the end of the term of this Lease in accordance with Section 20.1 - "Surrender"; provided, however, that Landlord may elect, at time of approval, to require Tenant, at Tenant's expense, to remove any Alterations and to restore the Premises to the condition designated by Landlord. Tenant shall obtain liability insurance, in form and amount and from an insurance company acceptable to Landlord, insuring Tenant against damage to person and property arising out of the construction of the Alteration. If the cost of any Alteration exceeds $30,000, then Tenant shall obtain a completion bond for the work, which bond shall be issued by a company acceptable to Landlord. Tenant shall keep the Premises and the Property free and clear of all liens arising out of any work performed, materials furnished or obligations incurred by Tenant. Tenant shall give Landlord at least five (5) days' notice prior to the commencement of any Alterations. Landlord may post and record an appropriate notice of non-responsibility with respect to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property Alteration or the ongoing revenues installation of any "Trade Fixtures" (as defined in Section 8 -"Trade Fixtures"), and expenses of Tenant shall maintain any such notices posted by Landlord in or on the Premises. In the event any such lien attaches to the Premises or the Property, (ii) and Tenant does not cause the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and same to be incurred with respect to such alterations to released by payment, bonding or otherwise, within ten (10) days after the Improvements shall at any time exceed the Alteration Thresholdattachment thereof, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender Landlord shall have received a Rating Agency Confirmation the right but not the obligation to cause the same to be released by such means as to the form it shall deem property, and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security any sums expended by Landlord in connection therewith shall be in an amount equal to payable by Tenant on demand with interest thereon from the excess date of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed expenditure by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time Landlord at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed rate specified 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedSection 17.2 -"Interest" hereof.

Alterations. Lender's ’s prior written approval shall be required in connection with any alterations to any Improvements Improvements, exclusive of (i1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a Restoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s or Brand Manager’s standards under the Franchise Agreement or Management Agreement or any (4) PIP required by Franchisor, (a) that may are reasonably expected to have or does have a material Material Adverse Effect on any Individual Property, (b) that are structural in nature or have an adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements or (c) that, together with any other alterations undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in excess of the foregoing, a "Material Alteration")Alteration Threshold. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration ThresholdThreshold (with credit given for any balance in the FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to the applicable Individual Property), Borrower shall promptly deliver to Lender Lender, or shall cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower's Obligations ’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any of the following: (i) cash, (ii) direct 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 (iii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es Credit acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form in its sole and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameabsolute 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Borrower shall obtain Lender's prior approval written consent, which consent shall not be required in connection with unreasonably withheld or delayed, to any alterations to any Improvements the Improvements, the cost of which is reasonably anticipated to exceed $1,000,000 (ithe "THRESHOLD AMOUNT") or that may will have a material adverse effect on Borrower's financial condition, the use, operation or value or use of the Trust Property or the ongoing revenues and expenses of net operating income with respect to the Trust Property, other than (iia) tenant improvement work performed pursuant to the cost terms of which any Lease executed on or before the date hereof, (including any related alteration, b) tenant improvement or replacement) is reasonably anticipated work performed pursuant to exceed the Alteration Threshold, or (iii) that terms and provisions of a Lease executed after the date hereof and not adversely affects any structural affecting any'structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not require Lender's consent to Tenants' exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Deed of Trust) or (c) alterations performed in connection with the restoration of the foregoingTrust Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Deed of Trust. If Lender fails to respond to a request for consent under this paragraph 7 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender's consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Trust Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a "Material Alteration")certificate of compliance with applicable laws from an independent architect,' engineer, or other person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from escrow accounts established hereunder) shall at any time exceed the Alteration ThresholdThreshold Amount, 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: (i1) cash, (ii2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and that the applicable Rating Agencies (hereinafter defined) have confirmed in 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 of the Loan (a "SECURITIZATION"), or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, or (4) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants tenants under the LeasesLeases or from escrow accounts established hereunder) over the Alteration Threshold, and Lender may apply such security from time Threshold Amount. Upon completion of the alterations to time at the option satisfaction of Lender in its reasonable discretion Lender shall promptly return to pay for Borrower such alterationsadditional security. Upon substantial completion For purposes of any Material Alterationthis Deed of Trust, Borrower "RATING AGENCIES" shall provide evidence satisfactory mean, prior to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy final Securitization of the Material Alteration (Loan, each of S&P, ▇▇▇▇▇'▇ and Fitch, Inc., or any other than those nationally recognized statistical rating agency which depend on has been designated by Lender and, after the performance final Securitization of tenant improvement work) the Loan, shall mean any of the foregoing that have been issuedrated any Securities.

Alterations. Lender's ’s prior approval shall be required in connection with any alterations to any Improvements (iexcept Tenant Improvements under any Lease permitted hereunder or approved by Lender or the Capital Expenditures Work), (a) that may are reasonably likely to have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the PropertyMaterial Adverse Effect, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold; provided, however, that amounts expressly provided for in the Capital Expenditures Budget shall not be subject to the Alteration Threshold, which approval in each instance may be granted or withheld in Lender’s reasonable discretion, or (iiic) that adversely affects any are structural component of any Improvementsin nature, any utility which approval in each instance may be granted or HVAC system contained withheld in Lender’s sole discretion. All alterations to the Improvements or must comply with all Legal Requirements affecting the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")Property. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration ThresholdOne Million Five Hundred Thousand Dollars ($1,500,000.00), 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: (i) cash, (ii) a Letter Letters of Credit, or (iii) U.S. Obligations, (iv) other secunt1es a completion bond or guaranty reasonably acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, . If the total unpaid amounts incurred and Lender may apply to be incurred with respect to such security from time alterations to time at the option of Lender Improvements shall exceed the Alteration Threshold but be equal to pay for such alterations. Upon substantial completion of any Material Alterationor less than One Million Five Hundred Thousand Dollars ($1,500,000.00), Borrower shall provide evidence satisfactory reasonably acceptable to Lender showing that (i) it has sufficient reserves to complete such alterations. Upon completion of any alteration permitted hereunder, the Material Alteration was constructed security deposit described in accordance the immediately preceding sentence shall promptly be released and the Property shall continue to comply, in all material respects, with applicable all requirements relating to parking pursuant to all Legal Requirements, (ii) all contractors, subcontractors, materialmen the Real Property Documents and professionals who provided work, materials or services in connection with any other agreements to which the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedProperty is subject.

Alterations. Borrower and Baltimore Owner shall obtain Lender's ’s prior approval consent to any alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may will not have a material adverse effect on any Individual Borrower's ’s or Baltimore Owner’s financial condition, the value or use of the applicable Individual Property or the ongoing revenues and expenses Net Operating Income, provided that such alterations with respect to the applicable Individual Property (a) are made in connection with tenant improvement work performed pursuant to the terms of any Lease executed on or before the Propertydate hereof or any Lease executed after the date hereof in accordance with the terms of this Agreement, (iib) related solely to furniture, fixtures and equipment, (c) have been provided for in the cost of which Approved Annual Budget, (including any related alteration, improvement or replacementd) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not adversely affects affect any structural component of any ImprovementsImprovements on the applicable Individual Property, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the lesser of One Million and 00/100 Dollars (any $1,000,000) or three percent (3%) of the foregoingRelease Amount attributed to such Individual Property or (e) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, a "Material Alteration")Lender shall have thirty (30) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such thirty (30) days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrower and Baltimore Owner written notice setting forth in reasonable detail the basis for such disapproval. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases or from Reserves) shall at any time exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or three percent (3%) of the Release Amount attributed to such Individual Property (the “Alteration ThresholdThreshold Amount”), Borrower and Baltimore Owner shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's Obligations ’s and Baltimore Owner’s obligations under the Loan Documents any of the following: (iA) cash, (ii) cash or a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany Securities or any class thereof in connection with any Securitization, or (vD) a completion bondand payment bond issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond no longer than three (3) months or, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender shall and that, if required by Lender, the Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany Securities or any class thereof in connection with any Securitization. Such security shall be, and shall be adjusted from time to time to be, in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such 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 Reserves) over the Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Lender's prior approval Subject to the provisions of this Article 6, Tenant shall be required in connection with any have no right to make alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations additions to the Improvements shall (collectively, “Alterations”) at any time exceed the Alteration ThresholdDemised Property that involve structural changes without prior written consent of Landlord, Borrower which Landlord agrees it will not withhold unreasonably; provided, however, in no event 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 followingAlterations be made that, after completion, would: (i) cash, reduce the value of the Improvements as they existed prior to the time that said Alterations are made; or (ii) adversely affect the structural integrity of the Improvements. Tenant may install new underground storage tanks (including all vent and fill ports and associated piping), and any above-ground storage tanks. Any above-ground storage tanks shall include secondary containment sufficient to prevent spills, overfills or tank ruptures from causing a Letter Release. Any and all Alterations made by Tenant shall be at Tenant’s sole cost and expense. Prior to the commencement of Creditany Alterations (other than Minor Projects), Tenant shall deliver promptly to Landlord detailed cost estimates for any such proposed Alterations, as well as all drawings, plans and other information regarding such Alterations (such estimates, drawings, plans and other information are collectively referred to herein as the “Alteration Information”). Landlord’s review and/or approval (if required) of any Alteration Information shall in no event constitute any representation or warranty by Landlord regarding: (x) the compliance of any Alteration Information with any applicable Law, (iiiy) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer presence or absence of sameany defects in any Alteration Information, or (vz) a completion bondthe safety or quality of any of the Alterations constructed in accordance 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, provided as amended. with any plans or other Alteration Information. Landlord’s review and/or approval of any of the Alteration Information shall not preclude recovery by Landlord against Tenant based upon the Alterations, the Alteration Information, or any defects therein. In the event that Lender Landlord’s consent is required for particular Alterations, Tenant shall request Landlord’s consent to such Alterations in writing [***]1 and Landlord will endeavor to respond to such request within fifteen (15) Business Days following receipt of the same. [***]1. Any such consent given or deemed given by Landlord shall be applicable only to the Alteration Information for which it was given. Any material changes to the applicable Alteration Information (including, without limitation, those required for necessary governmental approvals) shall require separate notice to and consent of Landlord in accordance with the procedures of this paragraph. In making any and all Alterations, Tenant also shall comply with all of the following requirements: (a) No Alterations shall be undertaken until Tenant shall have received a Rating Agency Confirmation (i) procured and paid for, so far as the same may be required by applicable Law, all necessary permits and authorizations of all Governmental Authorities having jurisdiction over such Alterations, and (ii) delivered to Landlord at least five (5) Business Days prior to commencing any such Alterations written evidence acceptable to Landlord, in its reasonable discretion, of all such permits and authorizations. Landlord shall, to the extent required by applicable Law (but at no cost, expense, or risk of loss to Landlord), join in the application for such permits or authorizations whenever necessary, promptly upon written request of Tenant. (b) Any and all structural Alterations of the Improvements shall be performed under the supervision of a reputable architect and/or structural engineer with experience in the supervision of similar type Alterations. (c) Except for Minor Projects, Tenant shall notify Landlord at least thirty (30) days prior to commencing any Alterations, and Tenant shall permit Landlord access to the relevant Demised Properties in order to post and keep posted thereon such notices as may be provided or required by applicable Law to disclaim responsibility for any construction on the relevant Demised Properties. In addition, Landlord may require Tenant to file or record any such notices, or other similar notices, each in form and issuer of same. Such security substance reasonably satisfactory to Landlord, in accordance with local law or custom. (d) Any and all Alterations shall be conducted and completed in an amount equal to a commercially reasonable time period, in a good and workmanlike manner, and in compliance with all applicable Law, permits, and requirements of all Governmental Authorities having jurisdiction over the excess relevant Demised Properties, and of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Thresholdlocal Board of Fire Underwriters, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial if any; and, upon completion of any Material Alterationand all Alterations, Borrower Tenant shall obtain and deliver to Landlord a copy of the amended certificate of occupancy for the relevant Demised Properties, if required under applicable Law or by any Governmental Authority. If any Alterations involve the generation, handling, treatment, storage, disposal, permitting, abatement or reporting of Hazardous Materials, Tenant shall prepare and retain any and all records, permits, reports and other documentation necessary or advisable to document and evidence all such Hazardous Materials were handled in compliance with applicable Law. To the extent reasonably practicable, any and all Alterations shall be made and conducted so as not to disrupt Tenant’s business. 1. [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. (e) The cost of any and all Alterations shall be promptly paid by Tenant so that the Demised Properties at all times shall be free of any and all liens for labor and/or materials supplied for any Alterations. Tenant shall provide Landlord promptly with evidence satisfactory to Lender Landlord that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, subcontractors or materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full with respect to such Alterations and that their lien rights have delivered unconditional releases been waived or released. In the event any such lien shall nonetheless be filed, Tenant shall, within sixty (60) days after Tenant’s receipt of liensnotice of such lien, discharge the same by bond or payment of the amount due the lien claimant. Tenant may in good faith contest any such lien, provided that within such sixty (60) day period Tenant provides Landlord with a surety bond or other form of security reasonably acceptable to Landlord protecting against said lien. In the event Tenant fails to either discharge such lien or protect against such lien in accordance with the foregoing, then (i) Landlord shall have the right (but not the obligation) to pay such lien or post a bond to protect against such lien and pass through such costs to Tenant as Additional Rent; and (ii) such failure shall constitute an Event of Default. If Landlord exercises its right to, and (iii) all material licenses and permits necessary for does, pay such lien or post a bond, in addition to any other remedies available to Landlord under this Lease, Tenant agrees to pay Landlord, as Additional Rent, the use, operation and occupancy sum equal to the amount of the Material Alteration lien thus discharged by Landlord or the cost of such bond, plus all costs and expenses, including reasonable attorneys’ and paralegals’ fees and court costs, incurred by Landlord in discharging such lien. (f) The interest of Landlord in the Demised Properties shall not be subject in any way to any liens for improvements to or other than those which depend work performed to the Demised Properties by or on behalf of Tenant. Tenant shall have no power or authority to create any lien or permit any lien to attach to the performance present estate, reversion, or other interest of tenant improvement work) have been issuedLandlord in the Demised Properties. All contracts entered into by Tenant with mechanics, materialmen, contractors, laborers, artisans, suppliers, and other parties contracting with Tenant, its representatives or contractors with respect to the Demised Properties shall include a notice that they must look solely to Tenant to secure payment for any labor, services or materials furnished or to be furnished to Tenant, or to anyone holding any of the Demised Properties through or under Tenant during the term of this Lease.

Alterations. (a) Lender's ’s prior approval shall be required in connection with any alterations (i) Alterations to any Improvements (iexcept tenant improvements under any Lease approved by Lender or Alterations required in order to comply with applicable Legal Requirements) that may would reasonably be expected to have a material adverse effect on Borrower's ’s financial condition, the value or use of the Property or the ongoing revenues and expenses cash flow of the Property, Property or (ii) any Alterations that are structural in nature to any Improvements (except tenant improvements under any Lease approved by Lender or Alterations required in order to comply with applicable Legal Requirements), the aggregate cost of which (including any related alteration, improvement or replacementstructural Alteration) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld, conditioned or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")delayed. If the total unpaid amounts incurred and to be incurred with respect to such alterations Alterations set forth in clause (i) and (ii) above (whether or not Lender’s prior approval is required with respect to the Improvements such Alterations), shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender Lender, at Borrower’s option, but subject to the next succeeding sentence, any one or more of the following: (A) 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: (i1) cash, (ii2) a Letter Letters of Credit, (iii3) U.S. Obligations, (iv4) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v5) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of samesame (any of the foregoing, “Alteration Security”) and/or (B) a guaranty in the form attached as Schedule XII from Guarantor or a Person with an Investment Grade Rating reasonably acceptable to Lender containing the “Guaranteed Obligations” as defined therein (each, an “Alteration Guaranty”; any Alteration Security and/or Alteration Guaranty so delivered are collectively, the “Alteration Collateral”). Such security The amount of the Alteration Security together with the amount of the “Guaranteed Obligations” under any Alteration Guaranty delivered pursuant to this Section 4.1.10 shall be in an amount (the “Excess Alteration Amount”) equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements Alterations (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, which required amount (y) shall be reduced as such Alteration progresses in an amount which is commensurate with the amount expended in connection with such Alteration and Lender may apply such security from time to time (z) in the case of any Capital Expenditures, shall be reduced by the amount of any Capital Expenditure Funds on deposit at the option of Lender to pay for time such alterationsAlteration is commenced. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) If the Material Alteration was constructed Guaranty delivered in accordance with applicable Legal Requirementsthis Section 4.1.10 is by Guarantor, and the aggregate potential liability of Guarantor pursuant to such Alteration Guaranty and any and all other guarantees and indemnities delivered by Guarantor pursuant to this Agreement and the other Loan Documents (iiexcluding for these purposes the Guaranty) all contractorsexceeds ten percent (10%), subcontractorsof the outstanding principal amount of the Loan, materialmen and professionals who provided work, materials or services then Borrower shall have delivered to Lender a new non-consolidation opinion acceptable to the Rating Agencies which states that the existence of such Alteration Guaranty does not alter any of the conclusions contained in any non-consolidation opinion previously delivered to Lender in connection with the Material Loan. If any other Person other than Guarantor delivers an Alteration have been paid Guaranty in full and accordance with this Section 4.1.10, Borrower shall have delivered unconditional releases to Lender a new non-consolidation opinion acceptable to the Rating Agencies which states that the existence of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy such Alteration Guaranty does not alter any of the Material conclusions contained in any non-consolidation opinion previously delivered to Lender in connection with the Loan and which includes an additional pairing between Borrower and such other Person. Lender hereby agrees to accept on a several (but not joint) basis the aggregate Alteration Collateral required pursuant to this Section 4.1.10 in such proportions as Borrower may specify. Any and all Alterations shall be performed in compliance with all Legal Requirements in a manner that does not significantly disrupt the business otherwise conducted at each Individual Property. Upon completion of the Alterations to which any security delivered by Borrower pursuant to this Section 4.1.10 relates, Lender shall promptly return such excess security to Borrower. (other than those b) Any proposed Alteration that requires Lender’s consent pursuant to this Section 4.1.10 which depend on is, in each case, accompanied by a reasonably detailed description of the performance Alteration and the plans and specifications therefor and which states at the top of tenant improvement work) have been issued.such submittal “THIS IS A REQUEST FOR APPROVAL OF AN ALTERATION PURSUANT TO

Alterations. Lender's ’s prior approval shall be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's ’s financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that materially adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "“Material Alteration"”). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Lender's prior approval Sublessee shall at its own expense, make, or procure the making of, such alterations and modifications in and additions to the Airframe and Engines as may be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time to meet the standards of the Aviation Authority or any Government Entity having jurisdiction in any country, state, county or other political subdivision in or over which the Aircraft is flown or the FAA and any mandatory service bulletins of the Manufacturer. In addition, Sublessee may, at its own expense, from time to time, make, or procure the option making of, such alterations and modifications in and additions including the making of any improvements to the Airframe or any Engine as Sublessee may deem desirable in the proper conduct of its business, including, removal of Parts (for purposes of this Clause, "Obsolete Parts") which Sublessee deems obsolete or no longer suitable or appropriate for use in the Airframe or such Engine, provided that no such alteration, modification, addition or removal shall cost over US$ 200,000, or alter the fundamental nature of the Aircraft as a passenger carrying aircraft, or change its original type design or configuration, or materially diminish the value or utility of the Airframe or any such Engine, or impair the condition or airworthiness thereof, below the value, utility, condition and airworthiness thereof immediately prior to such alteration, modification, addition or removal assuming such Airframe or Engine was then in the condition and repair required to be maintained by the terms of this Agreement. Title to all Parts incorporated or installed in or attached or added to the Airframe or any such Engine as the result of such alteration, modification or addition shall be vested in Owner Trustee, subject to the Mortgage and shall forthwith be deemed part of the Airframe or such Engine. Neither Owner Trustee, Sublessor's Lender nor Sublessor shall be required under any circumstances to pay directly for such alterations. Upon substantial completion of any Material Alterationalteration, Borrower shall provide evidence satisfactory modification or addition to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials Aircraft or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary to reimburse Sublessee for the use, operation and occupancy of the Material Alteration (cost thereof. Any other alterations other than those permitted according to Clause 17.5 require Sublessors prior written consent, which depend on the performance of tenant improvement work) have been issuedconsent shall not be unreasonably withheld or delayed.

Alterations. Subject to the rights of Major Tenant to make alterations pursuant to the terms of the Major Tenant Leases, Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the Property or the ongoing revenues and expenses Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to be undertaken by Borrower that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, or any Lease executed after the date hereof for which Lender’s approval was given, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (any c) alterations performed in connection with the Restoration of the foregoingProperty after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, a "Material Alteration"or (d) any alteration which costs less than the Threshold Amount (in the aggregate for all current alterations at the Property), provided that, in all of the foregoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts incurred due and to be incurred payable by Borrower 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 exceed the Alteration ThresholdThreshold Amount, 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: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to Lender and that, at Lender’s option, provided that Lender shall the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of same, any Securities or any class thereof in connection with any Securitization or (vD) a completion bondbond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that, at Lender’s option, the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany 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 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 Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. LenderLandlord agrees to perform at Landlord's prior approval cost and ----------- expense those improvements described as Landlord's Work on Exhibit B attached hereto as and by this reference made a part hereof. All alterations, additions, improvements and partitions erected by Tenant shall be required and remain the property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, additions, improvements and partitions erected by tenant and restore the Leased Premises to its original condition by the date of termination of this Lease or upon an earlier date on which Tenant shall have vacated the Leased Premises; provided, however, that, if at such time Landlord so elects, in connection with any alterations Landlord's sole discretion, such alterations, additions, improvements and partitions shall become the property of Landlord as of the date of termination of this Lease or upon an earlier date on which Tenant shall have vacated the Leased Premises and title shall pass to Landlord under this Lease as by a ▇▇▇▇ of sale. All such alterations, removals and restoration shall be accomplished in a good and workmanlike manner by contractors approved in writing by Landlord so as not to damage the primary structure or structural qualities of the Building. Tenant shall, prior to any Improvements (i) that may have a material adverse effect on Borrower's financial conditionconstruction, provide such assurances to Landlord, including but not limited to, waivers of lien, surety company performance bonds, letters of credit and personal guaranties of individuals of substance, as Landlord, in its sole discretion, shall require to assure payment of the costs thereof and to protect Landlord against any loss from, or encumbrance of, the value Leased Premises by any mechanics', laborers', materialmen's or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Lender's ’s prior approval (which approval shall not be unreasonably withheld, conditioned or delayed) shall be required in connection with any alterations to any Improvements (ia) that may would reasonably be likely to have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Propertyan Individual Material Adverse Effect, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iiic) that adversely affects are structural in nature, except for (i) Qualified Leasing Expenses, (ii) any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting alterations performed as a part of a Restoration in accordance with Article 7 hereof, (iii) any Improvements Immediate Repairs, or (any of iv) alterations specifically provided for in an approved Annual Budget to the foregoingextent such budget has been approved by Lender during a Cash Trap Event Period. To the extent that the Deemed Approval Requirements are satisfied in connection with a Borrower request for such consent in accordance with the foregoing sentence, a "Material Alteration")Lender’s approval shall be deemed given. If the total unpaid amounts (other than amounts that are already on reserve with Lender for the payment thereof or amounts that are required to be paid for directly by the Tenant under its Lease (and such Tenant is not in default under such Lease)) incurred and to be incurred with respect to such any alterations to the Improvements at the applicable Individual Property shall at any time exceed the Alteration Threshold, Borrower shall shall, if requested in writing by Lender, promptly deliver to Lender as security for the payment of such amounts in excess of the Alteration Threshold and as additional security for Borrower's Obligations ’s obligations under the Loan Documents any of the following: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities reasonably acceptable to LenderLender (provided, provided that if such alteration occurs after a Securitization, that Lender shall have received a Rating Agency Confirmation as to the form and issuer of the same), or (vD) a completion bondbond reasonably acceptable to Lender (provided that, provided that if such alteration occurs after a Securitization, Lender shall have received a Rating Agency Confirmation as to the form and issuer of the same). Such Any such security shall provided to Lender will be in an amount released on a dollar for dollar basis equal to amounts paid by Borrower for such Borrower’s completion of such alteration for which the security was provided upon delivery of evidence thereof reasonably acceptable to Lender and provided that the amount remaining on deposit is not less than the cost of all remaining alterations in excess of the total unpaid amounts incurred and to be incurred with respect to such Alteration Threshold. All alterations to the any Improvements (other than at such amounts to Individual Property shall be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, made lien-free and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in a good and workmanlike manner 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedApplicable Laws.

Alterations. Lender's Except for the “Permitted Alterations”, Subtenant shall not make any alterations, additions, modifications or improvements to the Subleased Premises without the prior approval shall be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use written consent of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")Sublandlord. If the total unpaid amounts incurred and to be incurred with respect to such Any alterations to the Improvements Subleased Premises shall become the property of Sublandlord and Landlord and shall remain upon and shall be surrendered with the Subleased Premises at any time exceed the Alteration Thresholdtermination or expiration of this Sublease, Borrower shall promptly deliver without molestation or injury, unless Sublandlord and/or Landlord consents in writing to Lender as security for the payment Subtenant’s removal of such amounts alterations and thereupon, Subtenant repairs any damage or injury caused thereby in a good workmanlike manner. All alterations, additions, modifications or improvements by Subtenant or the removal thereof, shall be free from all liens and encumbrances and shall be made in compliance with all applicable laws and regulations. Subtenant hereby agrees to defend, indemnify and hold harmless, Landlord, Sublandlord and its Affiliates (as additional security for Borrower's Obligations under hereinafter defined) from and against any such liens, encumbrances and violations of laws and regulations and any and all claims, suits, liabilities, damages, penalties, losses, costs or expenses (including attorney’s fees) which may be imposed upon, incurred by or asserted against Sublandlord and/or the Loan Documents any Affiliates with respect thereto and the indemnity given hereby shall survive the termination or expiration of this Sublease. The term “Permitted Alterations” means those alterations made to the Premises as described on Exhibit “__” attached hereto. Subtenant agrees to remove all Permitted Alterations prior to expiration of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable Sublease and return the premises to Lenderits original condition. Landlord approved Permitted Alterations, provided that Lender shall have received a Rating Agency Confirmation as Sublandlord causes Subtenant to remove Permitted Alterations prior to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess expiration of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterationsSublease. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued9.

Alterations. LenderSECTION 14.1 Tenant will not make, cause or permit any alterations, additions or improvements ("ALTERATIONS") in or to the Demised Premises without in each instance obtaining Landlord's prior approval shall written consent thereto. By way of illustration but not limitation, Landlord will be required in connection with any entitled to withhold its consent if the proposed alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, impair or affect the value structural soundness or use integrity of the Property Demised Premises, Building, or the ongoing revenues and expenses any of the Propertysystems or equipment therein, (ii) lessen the cost of which (including any related alteration, improvement present or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any future value of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of CreditDemised Premises or Building, (iii) U.S. Obligationschange the type of use of the Demised Premises, or (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as increase the risk of damage or injury to the form Demised Premises, the Building or the occupants of the Building. Any such consent by Landlord may be upon condition that the work be performed by Landlord's agents, servants, employees or contractors and issuer that Tenant furnish to Landlord such evidence of sameTenant's financial ability to assure payment and/or completion as Landlord may reasonably require. If Landlord so elects and notifies Tenant at the time of Tenant's request to make such alterations, Tenant will, at its sole cost and expense, remove any alterations (structural or (vnon-structural) a completion bondat the expiration or other termination of this Lease, provided that Lender shall have received a Rating Agency Confirmation as repair all damage caused by such removal and restore the Demised Premises to the form and issuer of same. Such security shall be condition in an amount equal which they were prior to the excess installation of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for any such alterations. Nothing herein contained will be construed to restrict Tenant's right to install or to make any changes in Tenant's own movable trade fixtures or to qualify Landlord's obligation to make structural replacements as provided in Section 12.2. The provisions of this Article 14 are subject to the terms and conditions of any mortgage to which this Lease is subordinate and if the consent of any such mortgagee is required for such work, such consent will be obtained by Tenant before any such work is commenced. In that regard, Landlord agrees to reasonably cooperate with Tenant in obtaining the consent of such mortgagee. Plans and specifications for any proposed alterations will be submitted to Landlord upon the request for its consent together with a reputable contractor's (which may include a contractor in Tenant's employ) estimate of the cost thereof. However, such review and consent by Landlord will not be deemed Landlord's opinion as to acceptability to or compliance with municipal requirements. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory the alterations Landlord is to Lender that (i) receive one print and one reproducible copy of the 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 liens"as-built" construction plans. If Landlord elects to, and (iii) all material licenses and permits necessary for notifies Tenant that it will, require removal of Alterations upon the useexpiration or earlier termination of this Lease, operation and occupancy then Landlord shall also have the option to require that Tenant post a security deposit, letter of the Material Alteration (credit or other than those which depend on the performance evidence of tenant improvement work) have been issuedTenant's financial ability to so remove such Alterations.

Alterations. Borrower shall cause Mortgage Borrower to obtain Lender's prior approval written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing, Lender's consent shall not be required in connection with any alterations that could not reasonably be expected to any Improvements (i) that may have a material adverse effect Material 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 Borrower's financial condition, or before the value or use of the Property or the ongoing revenues and expenses of the Propertydate hereof, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, or (any c) alterations performed in connection with the restoration of the foregoing, Property after the occurrence of a "Material Alteration")casualty in accordance with the terms and provisions of this Agreement or (d) alterations performed by a tenant which such tenant has the right to perform pursuant to the terms of its Lease. If the total unpaid amounts incurred and 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 exceed Three Million and 00/100 Dollars ($3,000,000) (the Alteration Threshold"Alterations Threshold Amount"), Borrower shall shall, upon written request of Lender, promptly deliver deliver, or cause Mortgage Borrower to deliver, to Lender as security for the payment of such amounts and as additional security for Mortgage Borrower's Obligations obligations under the Loan Documents any of the following: (iA) cashCash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or, if higher, then current ratings assigned in connection with any Securitization, or (vD) a completion bondbond or letter of credit issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, 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 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, Threshold Amount (plus any funds in the Required Repair Account (as defined in the Mortgage Loan Agreement) or the Rollover Reserve Account that have been designated and Lender may apply set aside for such security alterations or Improvements) and applied from time to time at the option of Lender to pay for such alterationsalterations or to terminate any of the alterations and restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property. Upon substantial completion With regard to any action described in this Section 5.1.21 for which Lender's consent or approval is required, Lender shall not withhold its consent or approval or disapproval to any such action for more than ten (10) Business Days after request for consent or approval thereof has been made by Borrower or Mortgage Borrower, accompanied by a detailed description of any Material Alteration, Borrower shall provide evidence satisfactory the request for Lender's consent or approval in an envelope labeled "Priority" and delivered to Lender that (i) the Material Alteration was constructed by overnight delivery and otherwise in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen the provisions of Section 10.6 and professionals who provided work, materials or services in connection with which request shall state at the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy top of the Material Alteration first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Lender fails to either consent or approve such request or disapprove such request (other such disapproval stating the reasons for such disapproval) for more than those ten (10) Business Days after receipt thereof, the action which depend on was the performance subject of tenant improvement work) have been issuedsaid request shall be deemed approved or consented to, as applicable.

Alterations. Borrower may, without Lender's prior approval shall be required in connection with any consent, perform alterations to any 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) that may have a material adverse effect on Borrower's financial condition, at the value or use of the Collateral Property known as (x) Westfield Shoppingtown Enfield or the ongoing revenues and expenses of the Property, (ii) 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 related 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, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (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 to cancel Leases or ▇▇▇▇▇ Rents), the Net Operating Income of such Collateral Property shall be less than either (x) the Net Operating Income of such Collateral Property as of the Closing Date or (y) the Net Operating Income of such Collateral Property immediately prior to such alteration; or (iv) at a Collateral Property such that adversely affects any structural component the alteration results in the ability of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements Anchor Tenant to terminate its Lease (any of the foregoingeach, a "Material Alteration"), without Lender's prior written consent, which consent shall not be unreasonably withheld or delayed. If Lender as a condition to giving its consent to a Material Alteration, (A) shall require that the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly 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 payment of the Loan Documents Debt any of the following, at Borrower's option: (i1) cash, (ii2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender, (4) either (x) a Letter of CreditCredit from an entity rated at least "AA-" or its equivalent by one or more Applicable Rating Agency, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (vy) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in construction bond from an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid entity rated at least "AA-" or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.its

Alterations. Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the Property or the ongoing revenues and expenses 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 date hereof or any Leases subsequently approved by Lender, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, or (any c) alterations performed in connection with the Restoration of the foregoing, Property after the occurrence of a "Material Alteration")Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If the total unpaid amounts incurred due and to be incurred payable 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 exceed $500,000.00 (the Alteration Threshold“Threshold Amount”), 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: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to Lender and that, at Lender’s option, the Approved Rating Agencies have provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (vD) an irrevocable letter of credit (payable on sight draft only) issued by a completion bondfinancial institution having a rating by S&P of not less than “A-1+” if the term of such 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, at Lender’s option, the Approved Rating Agencies have provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameConfirmation. 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 Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Lender's ’s prior approval shall be required in connection with any alterations to any Improvements (except the (i) PIP Repairs (other than as provided in Section 6.4) and (ii) tenant improvements under any Lease approved by Lender or under any Lease for which approval was not required by Lender under this Agreement, with respect to each of which Lender’s approval shall not be required) adversely affecting structural components of the Property, utilities, HVAC or the exterior of the building (a) that may would have a material adverse effect Material Adverse Effect on Borrower's ’s financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, Property or (iib) 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 (iii) that adversely affects withheld in Lender’s sole discretion. Lender shall not unreasonably withhold consent to any structural component of Alteration required pursuant to any Improvements, any utility or HVAC system contained future Product Improvement Plan imposed pursuant to the Franchise Agreement then in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")effect. If the total unpaid amounts incurred and to be incurred with respect to such alterations any alteration to the Improvements for which Lender’s consent is required, shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter Letters of Credit, Credit (iii) U.S. Obligations, (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. Any security delivered to Lender in connection with alterations which are required to be performed pursuant to a Property Improvement Plan, and Lender may apply such security from time to time at the option of shall be disbursed by Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen the terms and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases provisions of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedSection 6.4 hereof.

Alterations. Lender's prior approval Subject to the provisions of this Article VI, Tenant shall have no right to make changes, alterations or additions (collectively, “Alterations”) to the Building which involve structural changes or which cost in the aggregate in excess of Four Hundred Thousand Dollars (US$400,000.00), which amount shall be required adjusted annually in connection with any alterations proportion to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained increases in the Improvements CPI, in each case without prior written consent of Landlord, which Landlord agrees it will not unreasonably withhold, condition or the exterior of delay; provided, however, in no event shall any building constituting a part of any Improvements (any of the foregoingAlterations be made which, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Thresholdafter completion, 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 followingwould: (i) cash, reduce the value of the Building as it existed prior to the time that said Alterations are made; or (ii) adversely affect the structural integrity of the Building. Notwithstanding the foregoing, Tenant shall be permitted to implement the structural (hoods, vents) and nonstructural Alterations required to implement ongoing conversion to the grill program already instituted in many OLD COUNTRY BUFFET, HOMETOWN BUFFET or RYAN’S STEAKHOUSE restaurants provided such Alterations do not adversely affect the structural integrity of the Building. Any and all Alterations made by Tenant shall be at Tenant’s sole cost and expense. Prior to the commencement of construction, including Alterations which cost less than US$400,000.00, which amount shall be adjusted annually in proportion to increases in the CPI (but excluding non-structural Alterations costing less US$250,000.00 (which amount shall be adjusted annually in proportion to increases in the CPI) in the aggregate, minor maintenance or repair projects and cosmetic refresh projects involving only painting, carpeting, floor covering and installation of moveable replacement Restaurant Equipment (collectively, a Letter “Minor Project”)), Tenant shall deliver promptly to Landlord detailed cost estimates for any such proposed Alterations, as well as all drawings, plans and other information regarding such Alterations (such estimates, drawings, plans and other information are collectively referred to herein as the “Alteration Information”). Landlord’s review and/or approval (if required) of Creditany Alteration Information shall in no event constitute any representation or warranty of Landlord regarding (x) the compliance of any Alteration Information with any governmental or legal requirements, (iiiy) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer presence or absence of sameany defects in any Alteration Information, or (vz) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer safety or quality of same. Such security shall be in an amount equal to the excess any of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was Alterations constructed in accordance with applicable Legal Requirementsany plans or other Alteration Information. Landlord’s review and/or approval of any of the Alteration Information shall not preclude recovery by Landlord against Tenant based upon the Alterations, the Alteration Information, or any defects therein. In making any and all Alterations, Tenant also shall comply with all of the following conditions: (a) No Alterations shall be undertaken until Tenant shall have (i) procured and paid for, so far as the same may be required, all necessary permits and authorizations of all governmental authorities having jurisdiction over such Alterations, and (ii) except for Minor Projects, delivered to Landlord at least fifteen (15) days prior to commencing any such Alterations written evidence acceptable to Landlord, in its commercially reasonable discretion, of all such permits and authorizations. Landlord shall, to the extent necessary (but at no cost, expense, or risk of loss to Landlord), join in the application for such permits or authorizations whenever necessary, promptly upon written request of Tenant. (b) Any and all structural Alterations of the Building shall be performed under the supervision of an architect and/or structural engineer. (c) Except for Minor Projects, Tenant shall notify Landlord at least fifteen (15) days prior to commencing any Alterations so as to permit, and Tenant shall permit, Landlord access to the Demised Property in order to post and keep posted thereon such notice(s) as may be provided or required by applicable law to disclaim responsibility for any construction on the Demised Property. Landlord may deliver to Tenant written requests from time to time, not more than once in any thirty (30) day period, for information regarding any Alterations that that Tenant has then undertaken. Tenant shall respond in good faith with all information reasonably requested by Landlord within 5 days after receipt of Landlord’s written request. (d) Any and all Alterations shall be conducted and completed in a commercially reasonable time period (subject to the terms of Article XVII), in a good and workmanlike manner, and in compliance with all applicable laws, municipal ordinances, building codes and permits, and requirements of all governmental authorities having jurisdiction over the Demised Property, and of the local Board of Fire Underwriters, if any; and, upon completion of any and all Alterations, Tenant shall obtain and deliver to Landlord a copy of the amended certificate of occupancy for the Demised Property, if required under applicable law or by governmental authority. To the extent reasonably practicable, any and all Alterations shall be made and conducted so as not to disrupt Tenant’s business. (e) The cost of any and all Alterations shall be promptly paid by Tenant so that the Demised Property at all times shall be free of any and all liens for labor and/or materials supplied for any Alterations subject to the next succeeding sentence. In the event any such lien shall be filed, Tenant shall, within ten (10) days after receipt of notice of such lien, deliver written notice to Landlord thereof, and Tenant shall, within thirty (30) days after receipt of notice of such lien, discharge the same by bond, title indemnity or payment of the amount due the lien claimant. However, Tenant may in good faith contest such lien provided that within such thirty (30) day period Tenant provides Landlord with a surety bond, title indemnity or other form of security reasonably acceptable to Landlord, protecting against said lien. Tenant shall provide Landlord promptly with evidence satisfactory to Landlord that all contractors, subcontractors, subcontractors or materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full with respect to such Alterations and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) that their lien rights have been issuedwaived or released. In the event Tenant fails to either discharge such lien or protect against such lien in accordance with the foregoing, then Landlord shall have the option (but not the obligation) to pay such lien or post a bond to protect against such lien and pass through such costs to Tenant as Additional Rent.

Alterations. Lender's 8.01 Tenant shall make no alteration, addition or improvement in the Premises, without the prior approval written consent of Landlord which consent shall be granted or withheld in accordance with the provisions of this Article 8, and then only by contractors or mechanics and in such manner and time, and with such materials, as approved by Landlord. Subject to all of the other provisions of this Article 8, Landlord shall not unreasonably withhold its consent to the performance of work and improvements in the Premises by contractors employing union labor with the proper jurisdictional qualifications provided, however, that (i) all work affecting the Building’s “Class E” system shall be performed by Landlord’s designated contractor and all plan filings with the Department of Buildings shall be performed by Landlord’s designated expeditor and Landlord’s designated consulting engineer, and (ii) Landlord’s previous experience with a contractor, and concerns regarding the financial stability of, and any criminal proceedings currently or previously pending against, a contractor or mechanic may form a basis upon which Landlord may withhold its consent. All alterations, additions or improvements to the Premises, including air-conditioning equipment and duct work, except movable office furniture (including movable partitions) and trade equipment installed at the expense of Tenant, shall, unless Landlord elects otherwise in writing, become the property of Landlord, and shall be surrendered with the Premises, at the expiration or sooner termination of the term of this Lease. Any such alterations, additions and improvements which Landlord shall designate shall be removed by Tenant and any damage repaired, at Tenant’s expense, prior to the expiration of this Lease. 8.02 Anything hereinabove to the contrary notwithstanding, Landlord will not unreasonably withhold, condition or delay approval of written requests of Tenant to make nonstructural interior alterations, decorations, additions and improvements (herein referred to as “Alterations”) in the Premises, provided that such Alterations do not affect utility services or plumbing and electrical lines or other systems of the Building and do not affect and are not visible from any portion of the Building outside of the Premises (and purely decorative changes such as painting, wallpapering and carpeting shall not require the consent of Landlord, subject, however, to all other applicable provisions of this Lease). Notwithstanding anything to the contrary set forth herein, Tenant shall have the right, without the prior consent of Landlord, to make Alterations in the Premises provided that such Alterations: (a) cost no more than Fifteen Thousand and 00/100 ($15,000.00) Dollars in the aggregate, (b) are non-structural, (c) do not require a building permit or change in the certificate of occupancy for the Building, (d) do not directly or indirectly affect building systems, (e) do not directly or indirectly affect any portion of the Building outside of the Premises, and (f) are not visible from any portion of the Building outside of the Premises. All Alterations shall be performed in accordance with the following conditions: (i) Prior to the commencement of any Alterations costing more than $15,000.00 or requiring a building permit, Tenant shall first submit to Landlord for its approval detailed dimensioned coordinated plans and specifications, including layout, architectural, mechanical, electrical, plumbing and structural drawings for each proposed Alteration. Landlord shall be given, in writing, a good description of all other Alterations. (ii) All Alterations in and to the Premises shall be performed in a good and workmanlike manner and in accordance with the Building’s rules and regulations governing Tenant Alterations. Prior to the commencement of any such Alterations, Tenant shall, at its sole cost and expense, obtain and exhibit to Landlord any governmental permit required in connection with such Alterations. In order to compensate Landlord for its general conditions and the costs incurred by Landlord in connection with Tenant’s performance of Alterations in and/or to the Premises (including, without limitation, the costs incurred by Landlord in connection with the coordination of Alterations which may affect systems or services of the Building or portions of the Building outside of the Premises), Tenant shall pay to Landlord a fee equal to five (5%) percent of the cost of such Alterations excluding, however, Alterations performed by Tenant in the Premises within the first one hundred fifty (150) days of the Term in order to prepare the Premises for Tenant’s initial occupancy thereof. Such fee shall be paid by Tenant as Additional Rent hereunder within ten (10) days following receipt of an invoice therefor. (iii) All Alterations shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directions, rules and regulations of governmental authorities having jurisdiction, including, without limitation, the Americans with Disabilities Act of 1990 and New York City Local Law No. 58/87 and similar present or future laws, and regulations issued pursuant thereto, and also New York City Local Law No. 76 and similar present or future laws, and regulations issued pursuant thereto, on abatement, storage, transportation and disposal of asbestos and other hazardous materials, which work, if required, shall be effected at Tenant’s sole cost and expense, by contractors and consultants approved by Landlord and in strict compliance with the aforesaid rules and regulations and with Landlord’s rules and regulations thereon. Notwithstanding anything contained herein to the contrary, Landlord shall (a) cure any alterations violations of record as of the date hereof which would interfere with Tenant’s occupancy of the Premises and (b) remove, enclose, encapsulate or otherwise manage to the extent required by Applicable Laws (as hereinafter defined) any Improvements deteriorated asbestos or asbestos-containing material (collectively, “ACM”) located within the Premises; provided, however, that notwithstanding anything contained in this Lease to the contrary, Tenant shall remove, enclose, encapsulate or otherwise manage such ACM as required by applicable law to the extent that (i) that may have a material adverse effect on Borrower's financial condition, the value Tenant (x) disturbed such ACM or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated caused such ACM to exceed the Alteration Threshold, become friable or (iiiy) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in installed the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (ii) such ACM consists of vinyl asbestos tiles. (iv) All work shall be performed with union labor having the proper jurisdictional qualifications. (v) a completion bond, provided that Lender Tenant shall keep the Building and the Premises free and clear of all liens for any work or material claimed to have received a Rating Agency Confirmation as been furnished to Tenant or to the form and issuer of same. Such security shall be in an amount equal Premises. (vi) Prior to the excess commencement of any work by or for Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of the total unpaid amounts incurred following insurance: (a) Workmen’s compensation insurance covering all persons employed for such work and to be incurred with respect to such alterations to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Improvements Premises. (other b) Broad form general liability insurance written on an occurrence basis naming Tenant as an insured and naming Landlord and its designees as additional insureds, with limits of not less than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold$3,000,000 combined single limit for personal injury in any one occurrence, and Lender with limits of not less than $500,000 for property damage (the foregoing limits may apply such security be revised from time to time by Landlord to such higher limits as Landlord from time to time reasonably requires). Tenant, at its sole cost and expense, shall cause all such insurance to be maintained at all time when the work to be performed for or by Tenant is in progress. All such insurance shall be obtained from a company authorized to do business in New York and shall provide that it cannot be canceled without thirty (30) days prior written notice to Landlord. All policies, or certificates therefor, issued by the insurer and bearing notations evidencing the payment of premiums, shall be delivered to Landlord. Blanket coverage shall be acceptable, provided that coverage meeting the requirements of this paragraph is assigned to Tenant’s location at the option Premises. (vii) In granting its consent to any Alterations, Landlord may impose such conditions as to guarantee completion (including, without limitation, requiring Tenant to post additional security or a bond to insure the completion of Lender such Alterations, payment, restoration or otherwise), as Landlord may reasonably require. (viii) All work to pay be performed by Tenant shall be done in a manner which will not interfere with or disturb other tenants and occupants of the Building. (ix) The review and/or approval by Landlord, its agents, consultants and/or contractors, of any Alteration or of plans and specifications therefor and the coordination of such Alteration work with the Building, as described in part above, are solely for such alterations. Upon the benefit of Landlord, and neither Landlord nor any of its agents, consultants or contractors shall have any duty toward Tenant; nor shall Landlord or any of its agents, consultants and/or contractors be deemed to have made any representation or warranty to Tenant, or have any liability, with respect to the safety, adequacy, correctness, efficiency or compliance with laws of any plans and specifications, Alterations or any other matter relating thereto. (x) Promptly following the substantial completion of any Material AlterationAlterations, Borrower Tenant shall provide evidence satisfactory submit to Lender Landlord: (a) one (1) sepia and one (1) copy on floppy disk (using a current version of Autocad or such other similar software as is then commonly in use) of final, “as-built” plans for the Premises showing all such Alterations and demonstrating that (i) the Material Alteration was constructed such Alterations were performed substantially in accordance with applicable Legal Requirementsplans and specifications first approved by Landlord and (b) an itemization of Tenant’s total construction costs, (ii) detailed by contractor, subcontractors, vendors and materialmen; bills, receipts, lien waivers and releases from all contractors, subcontractors, materialmen vendors and professionals who provided workmaterialmen; architects’ and Tenant’s certification of completion, materials or services in connection with the Material Alteration have been paid in full payment and have delivered unconditional releases of liensacceptance, and (iii) all material licenses governmental approvals and permits necessary confirmations of completion for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedsuch Alterations.

Alterations. Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent prior to permitting Mortgage Borrower, Operating Lessee or Property Owner to perform any alterations to any Improvements (i) 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 ’s, Mortgage Borrower’s or Property Owner’s financial condition, condition or the value or use of the applicable Individual Property upon 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 or the ongoing revenues and expenses value of the Propertyapplicable Individual Property upon completion of such alterations, provided that such alterations shall not materially adversely affect (iiupon completion of such alterations) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements 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) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty in accordance with the terms and provisions of the foregoing, a "Material Alteration")Mortgage Loan Agreement. If the total unpaid amounts incurred due and payable or the estimated cost to be incurred with respect to complete such alterations to the Improvements (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 used for such alterations in accordance with this Agreement or for which there is sufficient Excess Cash Flow designated and segregated for such use in a manner reasonably satisfactory to Lender) shall at any time exceed the Alteration ThresholdThreshold Amount, 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: (iA) cash, (iiB) 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 provided a Rating Agency Confirmation with respect to such securities, or (D) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to on the 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 Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material AlterationNotwithstanding the foregoing to the contrary, Borrower shall provide be relieved of its obligation to deposit such security, provided that (1) Mortgage Borrower is required to and does deposit (or cause to be deposited) such security under the Mortgage Loan and (2) Lender receives evidence satisfactory reasonably acceptable to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance deposit of tenant improvement work) have been issuedsuch security with Mortgage Lender.

Alterations. Borrower may, without Lender's prior approval shall be required in connection with any ’s consent, cause Mortgage Borrower to perform alterations to any the Improvements and Equipment which (i) that may have do not constitute a material adverse effect on Material Alteration, (ii) do not adversely affect Borrower's ’s or Senior Borrower’s financial condition, condition or the value or use net operating income of the Property or the ongoing revenues Collateral and expenses (iii) are consistent with Mortgage Borrower’s business and do not, and would not reasonably be expected to, result in a Material Adverse Effect. Borrower shall not permit Mortgage Borrower to perform any Material Alteration without Lender’s prior written consent. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Lender (or cause Mortgage Borrower to deliver to Mortgage Lender) security for payment of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the such Material Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 (or Mortgage Borrower’s obligations under the Mortgage Loan Documents), which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the 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 if Borrower has provided non-cash security, as provided above, except to the extent applied by Lender to fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the requirements of the preceding sentence.

Alterations. Borrower shall obtain Lender's ’s prior approval written consent, which consent shall not be required in connection with unreasonably withheld, conditioned or delayed, to any alterations to any the Improvements (i) that may have a material adverse effect on Borrower's ’s or 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 use the net operating income of the any Individual Property or the ongoing revenues and expenses Collateral (an “Alteration”), other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Propertydate 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, (iib) tenant improvement work performed pursuant to the cost terms and conditions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements Improvements, (any c) alterations performed in connection with the restoration of an Individual Property after the occurrence of a casualty in accordance with the terms and 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 foregoingplans, specifications or working drawings for Alterations of any Individual Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such approval upon receipt of a "Material Alteration")certificate of compliance with Applicable Laws from an independent architect, engineer, or other person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations an Alteration to the Improvements of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $2,500,000 (the “Threshold Amount”; and any such Alteration Thresholda “Material Alteration”), 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 ’s obligations under the Loan Documents Documents, any of the following: (i1) cash, (ii) a Letter of Credit, (iii2) U.S. Obligations, (iv3) other secunt1es securities having a rating reasonably acceptable to LenderLender or, provided if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that Lender shall have received such securities delivered will not, in and of themselves, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or if higher, the then current ratings assigned in connection with such Securitization, (v4) a completion bondbond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, provided collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that Lender any such Material Alteration shall have received a Rating Agency Confirmation as not result in the downgrade, withdrawal or qualification of the initial, or, if higher, the current ratings assigned to the form and issuer of sameSecurities in connection with a Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts incurred and to be incurred with respect to such alterations Material Alterations to the Improvements (other than such amounts to be paid or reimbursed by 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. Upon Borrower’s request therefor, Lender shall disburse any Material Alteration Threshold, 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 Lender may apply such security paid for with respect to Material Alterations from time to time at time, subject to the option same conditions to the release and disbursement of Lender to pay for such alterationsRequired Repair Funds. Upon substantial Provided that no Event of Default then exists, upon completion of any the Material Alteration, Borrower as determined by Lender in its reasonable discretion, Lender shall provide evidence satisfactory to Lender that (i) cancel the Material Alteration was constructed 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 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 liensMortgage Loan Documents, and (iii) all material licenses and permits necessary for the use, operation and occupancy in any such case Lender has received evidence reasonably acceptable to Lender of the Material Alteration (other than those which depend on the performance delivery of tenant improvement work) have been issuedsuch security.

Alterations. (a) Borrower and Operating Lessee shall obtain Lender's ’s prior approval written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed except with respect to alterations that are reasonably likely to have a Material Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements that will not have a Material Adverse Effect, provided that such alterations are made in connection with (i) that may have a material adverse effect tenant improvement work performed pursuant to the terms of any Lease executed on Borrower's financial condition, or before the value or use of the Property or the ongoing revenues and expenses of the Propertydate hereof, (ii) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (any iv) alterations performed in connection with the Restoration of the foregoingProperty after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, a "Material Alteration")(v) any Capital Expenditures or alterations required under the PIPs or the Franchise Agreement and in each case, set forth in the Approved Annual Budget, or (vi) any Required Repairs performed in accordance with the terms hereof. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases and amounts to be disbursed from the Replacement Reserve Account or the CapEx Reserve Account, as applicable, in accordance with the applicable provisions of Article VII hereof) shall at any time exceed Two Million and 00/100 Dollars ($2,000,000) (the Alteration Threshold“Threshold Amount”), then 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: (iA) cashCash, (iiB) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and, if a Securitization has occurred, a Rating Agency Confirmation with respect to such securities or (D) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the LeasesLeases and amounts for which sufficient reserves are on deposit in the Replacement Reserve Account or the CapEx Reserve Account, as applicable, in accordance with the applicable provisions of Article VII hereof) over the Alteration Threshold, Threshold Amount and Lender may apply such security be applied from time to time at the option of Lender to pay for such alterations. Upon substantial completion USActive 30748472.10 -76- (b) Notwithstanding the foregoing, Lender’s consent shall not be required in connection with alterations to expand the Property in order to increase the number of hotel rooms (“Expansion Alterations”), provided that the following conditions are satisfied: (i) In lieu of any Material Alterationsecurity required under Section 5.1.21(a), Borrower shall provide evidence satisfactory deposit with Lender prior to demolition or construction either cash or a Letter of Credit (“Completion Security”) in the amount equal to one hundred twenty-five percent (125%) of the direct and indirect costs and expenses for the Expansion Alterations as set forth on a project cost budget approved by Lender that (iprovided that, if such project cost budget includes a contingency of not less than ten percent (10%) of the Material Alteration was constructed total costs, the required Expansion Security shall be equal to one hundred ten percent (110%) of the direct and indirect costs and expenses for the Expansion Alterations) as security for the payment of such costs and expenses and as additional security for Borrower’s obligations under the Loan Documents, which Expansion Security shall be disbursed and applied in accordance with the terms and conditions of Section 5.1.21(c) below; (ii) Borrower shall deposit either cash or a Letter of Credit in the amount of $3,123,013.51 (“Operations Security”) as security for any Shortfalls which may be incurred with respect to the Property during the continuance of the Expansion Alterations, and as additional security for Borrower’s obligations under the Loan Documents, which Expansion Operations Security shall be disbursed and applied in accordance with the terms and conditions of Section 5.1.21(d) below; and (iii) Lender shall have determined in its sole, reasonable discretion that the Expansion Alterations once completed would not have a Material Adverse Effect (other than during a construction period); provided, however, the Expansion Alterations shall be deemed not to have such a material adverse effect, and neither Lender’s nor any Rating Agency Confirmation shall be required with respect to the Expansion Alterations (subject to satisfaction of the other conditions set forth in this Section 5.1.21(b)), in the event that the Expansion Alterations (1) do not impact more than 16 rooms at the Property (Silicon Valley 2), (2) are fully completed on a Lien-free basis within five (5) years from the Closing Date, (3) are performed in accordance with all applicable Legal Requirements, (4) upon completion, will be consistent with similar hotels located in the same metropolitan region as the Property, and (5) upon completion, will result in the amendment of the Franchise Agreement to extend the term thereof until the earlier of (x) the twentieth (20th) anniversary of such amendment or (y) June 30, 2036. (a) All or a portion, as applicable, of the Completion Security delivered to Lender pursuant to this Section 5.1.21, shall be released to Borrower to pay for the actual approved costs of the Expansion Alterations or to reimburse Borrower therefor upon completion of such Expansion Alterations, provided that Borrower satisfies each of the following conditions: (i) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured; USActive 30748472.10 -77- (ii) each request for release of the Completion Security shall be in a form specified or approved by Lender and shall specify (A) the specific Expansion Alterations for which the disbursement is requested, (B) the quantity and price of each item purchased, if the Expansion Alteration includes the purchase or replacement of specific items, (C) the price of all contractorsmaterials (grouped by type or category) used in any Expansion Alteration other than the purchase or replacement of specific items, subcontractors, materialmen and professionals who provided work, (D) the cost of all contracted labor or other services applicable to each Expansion Alteration for which such request for disbursement is made. With each request Borrower shall certify that all Expansion Alterations have been or shall be made in accordance with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the Property. Each request for release shall include copies of invoices for all items or materials purchased and all contracted labor or services provided and, unless Lender has agreed to issue joint checks as described below in connection with a particular Expansion Alteration, each request shall include evidence reasonably satisfactory to Lender of payment of all prior invoices submitted to Lender in connection with a prior release by Lender for such Expansion Alterations. Borrower shall provide Lender evidence of completion of the subject Expansion Alteration satisfactory to Lender in its reasonable judgment; (iii) Borrower shall pay all invoices in connection with the Material Expansion Alteration with respect to which a release is requested prior to submitting such request for release from the Completion Security or, at the request of Borrower, Lender will issue joint checks, payable to Borrower and the contractor, supplier, materialman, mechanic, subcontractor or other party to whom payment is due in connection with an Expansion Alteration. In the case of payments made by joint check, Lender may require a waiver of lien from each Person receiving payment prior to Lender’s release of the Completion Security. In addition, as a condition to any release, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who receives payment in an amount equal to or greater than $25,000.00 for completion of its work or delivery of its materials. Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the Property by that contractor, supplier, subcontractor, mechanic or materialman through the date covered by the current reimbursement request (or, in the event that payment to such contractor, supplier, subcontractor, mechanic or materialmen is to be made by a joint check, the release of lien shall be effective through the date covered by the previous release of funds request); (iv) If (A) the cost of an Expansion Alteration exceeds $25,000.00, (B) the contractor performing such Expansion Alteration requires periodic payments pursuant to terms of a written contract, and (C) Lender has approved in writing in advance such periodic payments such approval not to be unreasonably withheld, a request for reimbursement from the Completion Security may be made after completion of a portion of the work under such contract, provided (1) such contract requires payment upon completion of such portion of the work, (2) the materials for which the request is made are on site at the Property and are properly secured or have been installed in the Property, (3) all other conditions in this Agreement for release have been satisfied, (4) the amount of the Completion Security USActive 30748472.10 -78- remaining is, in Lender’s reasonable judgment, sufficient to complete such Expansion Alteration and other Expansion Alterations when required, and (5) if required by Lender, each contractor or subcontractor receiving payments under such contract shall provide a waiver of lien with respect to amounts which have been paid to that contractor or subcontractor; and (v) Borrower shall not make a request for release of the Completion Security more frequently than once in full any calendar month and have (except in connection with the final disbursement) the total cost of all Expansion Alterations in any request shall not be less than $5,000.00. (b) All or a portion, as applicable, of the Operations Security delivered unconditional releases to Lender pursuant to this Section 5.1.21, shall be deposited (in the case of liensa Letter of Credit, following a draw by Lender thereon) by Lender into the Cash Management Account for further application in the same manner as Rents pursuant to and in accordance with the provisions of this Agreement, the Cash Management Agreement and the other Loan Documents, upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a written request for deposit of the Operations Security (or applicable portion thereof) into the Cash Management Account to Lender at least two (2) Business Days prior to the date on which Borrower requests such deposit to be made, together with an Officer’s Certificate setting forth the amount of the Shortfall to be covered by such deposit; and (ii) on the date such request is received by Lender and on the date such deposit is to be made, no Event of Default shall exist and remain uncured. The insufficiency of funds on deposit in the Cash Management Account (including, without limitation, following deposit of any Operations Security pursuant to this Section 5.1.21(d)) shall not relieve Borrower of the obligation to make any payments, as and when due pursuant to, and (iii) in accordance with, this Agreement, the Cash Management Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. During the continuance of an Event of Default, any or all material licenses and permits necessary for Operations Security may be applied from time to time at the use, operation and occupancy option of Lender to cover Shortfalls or otherwise to the payment of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedDebt.

Alterations. Lender's ’s prior approval written approval, not to be unreasonably withheld, conditioned or delayed, shall be required in connection with any alterations to any Improvements Improvements, exclusive of alterations to tenant spaces required under any Lease, alterations required in connection with a Restoration following a Casualty or Condemnation, the Required Repairs, Replacements and/or the Room Split Work (ias each of the foregoing is defined in Article 9) (a) that may are reasonably expected to have or does have a material Material Adverse Effect, (b) that are structural in nature or have an adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements or (c) that, together with any other alterations undertaken at the same time (including any related alterations, improvements or replacements) but excluding alterations required in connection with a Restoration following a Casualty or Condemnation, the Required Repairs, Replacements, and/or the Room Split Work, are reasonably anticipated to have a cost in excess of the foregoing, a "Material Alteration")Alteration Threshold. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender either evidence reasonably satisfactory to Lender of the availability of funds for the payment therefor or, as security for the payment of such amounts and as additional security for Borrower's Obligations ’s obligations under the Loan Documents Documents, any of the following: (i) cash, (ii) a Letter direct non-callable obligations of Creditthe 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, (iii) U.S. Obligations, (iv) other secunt1es a Letter of Credit reasonably acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. For the avoidance of doubt, and any Required Repairs, Replacements or Room Split Work for which amounts are reserved, or which are otherwise required to be performed by Borrower hereunder, shall not constitute Alterations requiring Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that approval (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy without derogation of the Material Alteration (other than those which depend on the performance terms of tenant improvement work) have been issuedArticle 9 hereof).

Alterations. Lender(a) Tenant shall not make any repairs, alterations or additions to the Demised Premises or enter into any contract for a sum in excess of $1,000, without first procuring Landlord's prior written consent and delivering to Landlord plans and specifications, and copies of the proposed contracts and necessary permits and furnishing evidence satisfactory to Landlord of indemnification against liens, costs, damages and expenses as may be required by Landlord. Except as herein permitted, Tenant shall not make any structural alterations in or additions to the Demised Premises. If structural alterations become necessary because of the application of laws or ordinances or other rules or regulations of any governmental authority or other body having jurisdiction over the business carried on by Tenant, or because of any act or default on the part of Tenant, or because Tenant has overloaded any electrical or other facility, Tenant shall have such structural alterations made at its own cost and expense after first obtaining Landlord's written approval of plans and specifications and furnishing such indemnification against liens, costs and damages as Landlord may reasonably require. (b) All alterations, improvements and fixtures, including trade fixtures, which may be made or installed by either party hereto upon the Demised Premises and which in any manner are attached to the floors, walls or ceiling of the Demised Premises shall, at the termination of this Lease, become the property of Landlord, unless Landlord requests their removal and shall remain upon or be surrendered with the Demised Premises as a part thereof, without damage or injury. (c) Any linoleum, carpeting or other floor covering of similar character which may be cemented or otherwise affixed to the floor of the Demised Premises shall likewise become the property of Landlord at the termination of this Lease or expiration of the Lease Term, all without compensation or credit to Tenant. (d) If Landlord requests removal of said alterations, improvements or fixtures, including trade fixtures, all such removals and restorations shall be required accomplished in good workmanlike manner and Tenant shall restore the Demised Premises to their original condition, reasonable wear and tear excepted. (e) All construction work done by Tenant in the Demised Premises shall be performed in a good and workmanlike manner and in compliance with all governmental requirements as well as the requirements of any contract, mortgage, loan agreement or other covenant or commitment to which the Landlord may be a party and in such a manner as to cause a minimum of interference with other construction in progress and with the transaction of business in the Shopping Center. (f) In connection with any alterations to repairs hereunder, Tenant agrees that all venting, opening, ceiling, waterproofing or any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use altering of the Property roof covering the Demised Premises or the ongoing revenues and expenses any other portion of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated Shopping Center shall be performed by Landlord's roofing contractor at Tenant's expense and that when completed Tenant shall furnish to exceed the Alteration Threshold, or (iii) Landlord a certificate from Landlord's roofing contractor that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to all such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall approved by Landlord have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed been completed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen the plans and professionals who provided work, materials or services in connection with specifications approved by the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedLandlord.

Alterations. Borrowers shall obtain Lender's ’s prior approval consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may will not have a material adverse effect on any Borrower's ’s financial condition, the value or use of the applicable Property or the ongoing revenues and expenses Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the terms of the Propertyany Lease, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not materially adversely affects affect any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. 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 and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the foregoingrequest within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a "Material Alteration")condition to any required approval. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration ThresholdThreshold Amount, Borrower Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's Obligations Borrowers’ obligations under the Loan Documents any of the following: (iA) cash, (iiB) 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 then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (vE) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameperformance bond issued by an Approved Bank. 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 applicable Property (other than such amounts to be paid or reimbursed by Tenants tenants under the Leases) over the Alteration ThresholdThreshold Amount and during the continuance of an Event of Default, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.

Alterations. Pledgor shall obtain Lender's ’s prior approval written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld except with respect to alterations that could reasonably be expected to have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, the value of the 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 to any Improvements (i) that may will not have a material adverse effect on Pledgor’s or Mortgage Borrower's ’s financial condition, the value or use of the Property related Individual Property, the Collateral or the ongoing revenues 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 in accordance with the terms hereof and expenses of the PropertyMortgage Loan Agreement, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, or (any c) alterations performed in connection with the Restoration of the foregoing, a "Material Alteration")related Individual Property in accordance with the terms and provisions of this Agreement and the Mortgage Loan Agreement. If the total unpaid amounts incurred and to be incurred with respect to such 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 exceed the Alteration ThresholdThreshold for such Individual Property (the “Threshold Amount”), Borrower Pledgor 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 Pledgor’s obligations under the Loan Documents any of the following: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating reasonably acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or, if higher, then current ratings assigned in connection with any Securitization, or (vD) a completion bondbond or letter of credit issued by a financial institution having a rating by 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, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be if such term is 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 three (other than such amounts to be paid or reimbursed 3) months, issued by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory a financial institution having a rating that is reasonably acceptable to Lender and that (i) the Material Alteration was constructed applicable Rating Agencies have confirmed in accordance with applicable Legal Requirementswriting will not, (ii) all contractorsin and of itself, subcontractorsresult in a downgrade, materialmen and professionals who provided workwithdrawal or qualification of the initial, materials or services or, if higher, then current ratings assigned in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.any

Alterations. Borrower shall obtain Lender's ’s prior approval written consent, which consent shall not be required in connection with unreasonably withheld, conditioned or delayed, to any alterations to any the Improvements (i) that may have a material adverse effect on Borrower's ’s or Mortgage Borrower’s financial condition, the use, operation or value of any Individual Property, the Collateral, the Mezzanine A Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, any Mezzanine A Principal’s general partner interest in the related Mezzanine A Borrower Entity or use the net operating income of the any Individual Property or the ongoing revenues and expenses Collateral (an “Alteration”), other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Propertydate 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, (iib) tenant improvement work performed pursuant to the cost terms and conditions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements Improvements, (any c) alterations performed in connection with the restoration of an Individual Property after the occurrence of a casualty in accordance with the terms and 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 foregoingplans, specifications or working drawings for Alterations of any Individual Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such approval upon receipt of a "Material Alteration")certificate of compliance with Applicable Laws from an independent architect, engineer, or other person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations an Alteration to the Improvements of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $2,500,000 (the “Threshold Amount”; and any such Alteration Thresholda “Material Alteration”), 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 ’s obligations under the Loan Documents Documents, any of the following: (i1) cash, (ii) a Letter of Credit, (iii2) U.S. Obligations, (iv3) other secunt1es securities having a rating reasonably acceptable to LenderLender or, provided if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that Lender shall have received such securities delivered will not, in and of themselves, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or if higher, the then current ratings assigned in connection with such Securitization, (v4) a completion bondbond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, provided collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that Lender any such Material Alteration shall have received a Rating Agency Confirmation as not result in the downgrade, withdrawal or qualification of the initial, or, if higher, the current ratings assigned to the form and issuer of sameSecurities in connection with a Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts incurred and to be incurred with respect to such alterations Material Alterations to the Improvements (other than such amounts to be paid or reimbursed by 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. Upon Borrower’s request therefor, Lender shall disburse any Material Alteration Threshold, 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 Lender may apply such security paid for with respect to Material Alterations from time to time at time, subject to the option same conditions to the release and disbursement of Lender to pay for such alterationsRequired Repair Funds. Upon substantial Provided that no Event of Default then exists, upon completion of any the Material Alteration, Borrower as determined by Lender in its reasonable discretion, Lender shall provide evidence satisfactory to Lender that (i) cancel the Material Alteration was constructed 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 either (A) Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with applicable Legal Requirements, the Mortgage Loan Documents or (iiB) all contractors, subcontractors, materialmen Mezzanine A Borrower is required to and professionals who provided work, materials or services does deliver such security to Mezzanine A Lender in connection accordance with the Material Alteration have been paid in full and have delivered unconditional releases of liensMezzanine A Loan Documents, and (iii) all material licenses and permits necessary for the use, operation and occupancy in any such case Lender has received evidence reasonably acceptable to Lender of the Material Alteration (other than those which depend on the performance delivery of tenant improvement work) have been issuedsuch security.

Alterations. Borrower shall obtain Lender's ’s prior approval consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may will not have a material adverse effect on Borrower's ’s financial condition, the value or use of the Property or the ongoing revenues and expenses Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the terms of the Propertyany Lease, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not materially adversely affects affect any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, (any c) are performed in connection with the Restoration of the foregoingProperty after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, (d) are made pursuant to and in accordance with the Management Agreement, or (e) are made in connection with the PIP Requirements or otherwise constitute Required Repairs. 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 and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the 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 such disapproval. In no event shall Lender require any “consent fee” as a "Material Alteration")condition to any required approval. If the total unpaid amounts incurred due and to be incurred payable 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 exceed the Alteration ThresholdThreshold Amount, 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: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany Securities or any class thereof in connection with any Securitization, or (vD) a completion bondand performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be if such term is 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 three (other than such amounts to be paid or reimbursed 3) months, issued by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory a financial institution having a rating that is acceptable to Lender and that (i) the Material Alteration was constructed applicable Rating Agencies have confirmed in accordance with applicable Legal Requirementswriting will not, (ii) all contractorsin and of itself, subcontractorsresult in a downgrade, materialmen and professionals who provided workwithdrawal or qualification of the initial, materials or, if higher, then current ratings assigned to any Securities or services any class thereof in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.any

Alterations. Borrower shall obtain Lender's ’s prior approval written consent, which consent shall not be required in connection with unreasonably withheld or delayed, to any alterations to any Improvements the Improvements, the cost of which is reasonably anticipated to exceed $1,000,000 (ithe “THRESHOLD AMOUNT”) or that may will have a material adverse effect on Borrower's ’s financial condition, the use, operation or value or use of the Trust Property or the ongoing revenues and expenses of net operating income with respect to the Trust Property, other than (iia) tenant improvement work performed pursuant to the cost terms of which any Lease executed on or before the date hereof, (including any related alteration, b) tenant improvement or replacement) is reasonably anticipated work performed pursuant to exceed the Alteration Threshold, or (iii) that terms and provisions of a Lease executed after the date hereof and not adversely affects any structural affecting any’structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements (it being understood that the foregoing provision shall not require Lender’s consent to Tenants’ exterior signage pursuant to any Lease approved by Lender in accordance with the terms and provisions of this Deed of Trust) or (c) alterations performed in connection with the restoration of the foregoingTrust Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Deed of Trust. If Lender fails to respond to a request for consent under this paragraph 7 within ten (10) Business Days of receipt thereof, such consent shall be deemed granted, provided that such request shall have been accompanied by all information requested by Lender or reasonably necessary for Lender to evaluate such request and shall have clearly stated, in 14 point type or greater, that if Lender fails to respond to such request within ten (10) Business Days, Lender’s consent shall be deemed to have been granted. If Lender refuses to grant such consent, Lender shall specify in writing the reasons for such refusal. Any approval by Lender of the plans, specifications or working drawings for alterations of the Trust Property shall not create responsibility or liability on behalf of Lender for their completeness, design, sufficiency or their compliance with applicable laws. Lender may condition any such approval upon receipt of a "Material Alteration")certificate of compliance with applicable laws from an independent architect,’ engineer, or other person reasonably acceptable to Lender. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by tenants under the Leases or paid from escrow accounts established hereunder) shall at any time exceed the Alteration ThresholdThreshold Amount, 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: (i1) cash, (ii2) U.S. Treasury securities, (3) other securities having a rating acceptable to Lender and that the applicable Rating Agencies (hereinafter defined) have confirmed in 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 of the Loan (a “SECURITIZATION”), or if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization, or (4) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants tenants under the LeasesLeases or from escrow accounts established hereunder) over the Alteration Threshold, and Lender may apply such security from time Threshold Amount. Upon completion of the alterations to time at the option satisfaction of Lender in its reasonable discretion Lender shall promptly return to pay for Borrower such alterationsadditional security. Upon substantial completion For purposes of any Material Alterationthis Deed of Trust, Borrower “RATING AGENCIES” shall provide evidence satisfactory mean, prior to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy final Securitization of the Material Alteration (Loan, each of S&P, ▇▇▇▇▇’▇ and Fitch, Inc., or any other than those nationally recognized statistical rating agency which depend on has been designated by Lender and, after the performance final Securitization of tenant improvement work) the Loan, shall mean any of the foregoing that have been issuedrated any Securities.

Alterations. Lender's Sublessee shall not make or cause, suffer or permit the making of any alteration, addition, change, replacement, installation or addition (collectively “Alterations”) in or to the Premises unless it obtains the prior written consent of Sublessor in each instance, provides Sublessor with copies of all applicable plans and specifications, and complies with all requirements of the Lease and all applicable Laws (as defined herein). Sublessor’s approval of Sublessee’s plans and specifications for any Alterations shall impose no responsibility or liability on the part of Sublessor for their completeness, design sufficiency, of compliance with all Laws (as hereinafter defined), including, but not limited to, the Americans with Disabilities Act, as amended, and all rules and regulations promulgated thereunder. Sublessee shall be required solely responsible for any permits and licenses in connection with order to complete the Alterations. Sublessor shall have no obligations whatsoever to make any alterations repairs or Alterations to the Premises, any systems serving the Premises, or to any Improvements (i) that may have a material adverse effect on Borrower's financial conditionequipment, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Thresholdfixtures, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained furnishings in the Improvements Premises, or to restore the exterior Premises in the event of a fire or other casualty therein. Sublessee agrees to employ contractors and subcontractors who will guarantee to use first-class materials and workmanship and Sublessee shall not permit any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and lien to be incurred placed on record with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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 part of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameBuilding, or the Subleased Premises for work or materials furnished or obligations incurred by or for Sublessee. Sublessee hereby agrees that if any such lien is filed on account of the acts of Sublessee, Sublessee shall discharge any such lien by payment, bond or otherwise, within ten (v10) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to days of recordation of the form and issuer of same. Such security Any Alterations completed by Sublessee 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed completed in accordance with all applicable Legal Requirementsinsurance regulations and Laws (as hereinafter defined), including Environmental Laws (iias defined herein) all contractorsand Sublessee hereby agrees not to use any Hazardous Materials (as defined herein) for such Alterations, subcontractorswhich shall include, materialmen and professionals who provided workhowever, materials or services in connection with not be limited to, the Material Alteration have been paid in full and have delivered unconditional releases use of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedasbestos containing materials.

Alterations. Borrower shall obtain Lender's ’s prior approval written consent to any alterations to any Home, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that could not reasonably be expected to any Improvements (i) that may have a material adverse effect on Borrower's ’s financial condition, the value or use of the Property applicable Home or the ongoing revenues and expenses Net Operating Income, provided that such alterations are made in connection with (i) tenant improvement work performed pursuant to the terms of any Home Lease executed on or before the Propertydate hereof, (ii) the cost of renovations and improvement work performed which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that does not adversely affects affect any structural component of any ImprovementsHome, any utility or HVAC system contained in the Improvements Home or the exterior of any building constituting Home or affect life and/or safety at the Homes, or (iii) alterations performed in connection with the Restoration of an Home after the occurrence of a part Casualty or Condemnation in accordance with the terms and provisions of any Improvements (any of the foregoing, a "Material Alteration")this Agreement. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to any Home (other than such amounts to be paid or reimbursed by Residents under the Improvements Home Leases) shall at any time exceed exceed, when added to the Alteration Thresholdamount of all prior expenditures for alterations to such Home since the Closing Date, $15,000.00 (the “Threshold Amount”), 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: (iA) cash, (iiB) securities having a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (vC) a completion bond, provided that Lender shall have received and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a Rating Agency Confirmation as financial institution acceptable to the form and issuer of sameLender. 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 on the Improvements applicable Home (other than such amounts to be paid or reimbursed by Tenants Residents under the Home Leases) over the Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory represents and warrants to Lender that (i) no lessor is required under the Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials Homes Leases or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend Existing Combined Leases or Existing HAP Leases to complete any tenant improvement work on the performance of tenant improvement work) have been issuedHomes.

Alterations. LenderTenant shall have the right, from time to time during the term of this Lease or any extension thereof, at Tenant's prior approval sole cost and expense, to make additions, alterations, and changes (hereinafter singularly referred to as an "Alteration" and collectively as "Alterations") in or to the improvements then comprising a part of the Premises, provided there shall not then exist a default under this Lease, and subject, however, in all cases to the following: (1) No Alteration shall be required made without Landlord's approval (which approval Landlord may withhold in its sole discretion) if such Alteration would (a) impair the structural soundness of the improvements, (b) materially change the total volume or height of the improvements, (c) modify in any material respect the basic character and function of the improvements, (d) modify the external appearance of the improvements or (e) except as provided in Section 6.04, cost in excess of $25,000.00 individually or in the aggregate in any 12 month period; (2) No Alteration shall be made until all plans and specifications for any such Alteration have been approved by Landlord. Landlord shall have thirty (30) days from its receipt of all such plans and specifications to review the same and to send its written comments regarding the same to Tenant. Within ten (10) days after receipt of Landlord's notice of changes (if any), Tenant shall cause all such changes to be made, which changes shall be circled and dated, and Tenant shall resubmit the revised plans and specifications for Landlord's review. Within thirty (30) days after receipt of the revised plans and specifications, Landlord shall review and approve or state what changes Landlord requires to be made. The revisions and resubmission shall continue until Landlord, in its reasonable discretion, shall have approved Tenant's plans and specifications. Within ten (10) days after Landlord has approved of Tenant's preliminary plans and specifications, Tenant shall deliver to Landlord Tenant's final plans and specifications for Landlord's review and approval. Landlord's approval of the final plans and specifications shall be evidenced by Landlord and Tenant initialing two (2) complete sets of final plans and specifications (the "Plans"), whereupon one fully executed set shall be left with the Landlord. Within five (5) days after demand, Tenant shall pay to Landlord any fees or expenses incurred by Landlord in connection with Landlord's submitting such plans and specifications, as it so chooses, to an architect or engineer selected by Landlord for review or examination of the plans and specifications, intermittent inspection of any alterations to construction, and/or performance of any Improvements construction; (3) The approval by Landlord of the plans and specifications, if given, shall not (i) that may have a material adverse effect on Borrowerimply Landlord's financial condition, the value or use approval of the Property structural or engineering designs as to quality or fitness of any material or device used; (ii) imply that the ongoing revenues plans and expenses specifications are in accordance with the law (it being agreed that such compliance is solely Tenant's responsibility); (iii) relieve Tenant of the Propertyresponsibility to construct structurally sound improvements which are free of defects; (iv) impose any liability on Landlord to Tenant or any third party; or (v) serve as a waiver or forfeiture of any right of Landlord; (4) Upon Landlord's approval of any plans and specifications and before commencement of construction of any Alterations, Tenant shall, at Tenant's sole cost and expense: a. Obtain the necessary permits, consents, authorizations and licenses from all federal, state and/or municipal authorities having jurisdiction over such work. Landlord shall reasonably cooperate, at no expense to Landlord, with Tenant including, without limitation, execution of applications for building permits and consents thereto; b. Furnish to Landlord a certificate or certificates of Workmen's Compensation Insurance covering all persons who will perform the construction or any contractor, subcontractor or other person; and c. Furnish to Landlord original policies of insurance as set forth below (or certificates thereof) covering Landlord, Landlord's agent and such other parties as Landlord shall designate, as additional insureds, in a company approved by Landlord, which policies shall be maintained at all times during the progress of the construction and until completion thereof, and shall provide that no termination, cancellation or modification of such policy shall be effective unless thirty (30) days prior written notice has been given to Landlord: (i) Public Liability Insurance with a combined single limit of not less than Five Million and No/100 Dollars ($5,000,000.00) for injuries and damages to persons and property; (ii) Builder's Risk Insurance with extended coverage. (5) The general contractor, all sub-contractors, all of the specifications for any Alterations, and all materials to be used therein shall be approved by Landlord, in its reasonable discretion, prior to commencement of construction. Tenant shall construct any Alterations with diligence and continuity and in a good and workmanlike manner, and Tenant shall (i) comply with all laws, ordinances and governmental regulations including all regulations by any board of fire underwriters in its construction of said Alterations, (ii) the cost provide Landlord with such security or assurances as Landlord may reasonably require to guarantee that, once commenced, sufficient funds will be available to cause completion of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Creditall proposed Alterations, (iii) U.S. Obligationsprovide Landlord with preliminary and as-built surveys reasonably acceptable to Landlord in all respects, and (iv) other secunt1es acceptable to Lenderindemnify and hold harmless Landlord from and against all loss, provided that Lender shall have received a Rating Agency Confirmation as to the form cost or damage suffered by Landlord, including, without limitation, reasonable attorneys' and issuer paralegals' fees and disbursements, on account of sameTenant's construction of said Alterations, or any injury to person or property occasioned thereby; (v6) Tenant shall post a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be bond in an amount equal reasonably acceptable to Landlord for the excess full performance and payment of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion construction of any Material AlterationAlterations. In addition, Borrower shall provide evidence satisfactory Tenant agrees to Lender that (i) indemnify and save Landlord harmless from and against any and all bills for labor performed and equipment, fixtures and materials furnished to Tenant and applicable sales taxes thereon and from and against any and all liens, bills or claims therefor or against the Material Alteration was constructed in accordance with applicable Legal RequirementsPremises and from and against all losses, (ii) all contractorsdamages, subcontractorscosts, materialmen expenses, suits and professionals who provided work, materials or services claims whatsoever in connection with the Material Alteration construction of any Alterations. Tenant shall fully pay for the cost of the construction of any Alterations so that the Premises shall at all times be free of liens for labor and materials supplied or claimed to have been paid supplied. Tenant hereby acknowledges that it has no right to cause, create, or permit the establishment of a claim of lien against the Premises. A provision which expressly prohibits Landlord's liability for any liens filed against the Premises in full and have delivered unconditional connection with Tenant's construction of any Alterations or other improvements on the Premises, as well as for any labor, materials or other lien incurred by Tenant, as provided in Section 713.10 of the Florida Statutes, may be recorded by Landlord. Tenant shall provide Landlord with all applicable partial releases of lienslien executed by contractors, subcontractors and materialmen contemporaneously with each payment or draw request under Tenant's construction contracts. Tenant shall obtain, and shall provide Landlord with, the general contractor's final contractors affidavit, release, and indemnity contemporaneously with final payments to be made to the general contractor and all subcontractors and materialmen; and (iii7) all material licenses All alterations, improvements and permits necessary for additions made by Tenant pursuant to the use, operation plans and occupancy specifications shall immediately become the property of the Material Alteration (other than those which depend on Landlord and shall remain upon the performance Premises at the expiration or earlier termination of tenant improvement work) have been issuedthis Lease.

Alterations. (a) Lender's ’s prior approval shall be required in connection with any alterations (i) Alterations to any Improvements (iexcept tenant improvements under any Lease approved by Lender or Alterations required in order to comply with applicable Legal Requirements) that may would reasonably be expected to have a material adverse effect on Borrower's ’s financial condition, the value or use of the Property or the ongoing revenues and expenses cash flow of the Property, Property or (ii) any Alterations that are structural in nature to any Improvements (except tenant improvements under any Lease approved by Lender or Alterations required in order to comply with applicable Legal Requirements), the aggregate cost of which (including any related alteration, improvement or replacementstructural Alteration) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld, conditioned or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")delayed. If the total unpaid amounts incurred and to be incurred with respect to such alterations Alterations set forth in clause (i) and (ii) above (whether or not Lender’s prior approval is required with respect to the Improvements such Alterations), shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender Lender, at Borrower’s option, but subject to the next succeeding sentence, any one or more of the following: (A) 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: (i1) cash, (ii2) a Letter Letters of Credit, (iii3) U.S. Obligations, (iv4) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v5) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of samesame (any of the foregoing, “Alteration Security”) and/or (B) a guaranty in the form attached as Schedule XII from Guarantor or a Person with an Investment Grade Rating reasonably acceptable to Lender containing the “Guaranteed Obligations” as defined therein (each, an “Alteration Guaranty”; any Alteration Security and/or Alteration Guaranty so delivered are collectively, the “Alteration Collateral”). Such security The amount of the Alteration Security together with the amount of the “Guaranteed Obligations” under any Alteration Guaranty delivered pursuant to this Section 4.1.10 shall be in an amount (the “Excess Alteration Amount”) equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements Alterations (other than such amounts to be he paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, which required amount (y) shall be reduced as such Alteration progresses in an amount which is commensurate with the amount expended in connection with such Alteration and Lender may apply such security from time to time (z) in the case of any Capital Expenditures, shall be reduced by the amount of any Capital Expenditure Funds on deposit at the option of Lender to pay for time such alterationsAlteration is commenced. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) If the Material Alteration was constructed Guaranty delivered in accordance with applicable Legal Requirementsthis Section 4.1.10 is by Guarantor, and the aggregate potential liability of Guarantor pursuant to such Alteration Guaranty and any and all other guarantees and indemnities delivered by Guarantor pursuant to this Agreement and the other Loan Documents (iiexcluding for these purposes the Guaranty) all contractorsexceeds ten percent (10%) of the outstanding principal amount of the Loan, subcontractors, materialmen and professionals who provided work, materials or services then Borrower shall have delivered to Lender a new non-consolidation opinion acceptable to the Rating Agencies which states that the existence of such Alteration Guaranty does not alter any of the conclusions contained in any non-consolidation opinion previously delivered to Lender in connection with the Material Loan. If any other Person other than Guarantor delivers an Alteration have been paid Guaranty in full and accordance with this Section 4.1.10, Borrower shall have delivered unconditional releases to Lender a new non-consolidation opinion acceptable to the Rating Agencies which states that the existence of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy such Alteration Guaranty does not alter any of the Material conclusions contained in any non-consolidation opinion previously delivered to Lender in connection with the Loan and which includes an additional pairing between Borrower and such other Person. Lender hereby agrees to accept on a several (but not joint) basis the aggregate Alteration Collateral required pursuant to this Section 4.1.10 in such proportions as Borrower may specify. Any and all Alterations shall be performed in compliance with all Legal Requirements in a manner that does not significantly disrupt the business otherwise conducted at each Individual Property. Upon completion of the Alterations to which any security delivered by Borrower pursuant to this Section 4.1.10 relates, Lender shall promptly return such excess security to Borrower. (other than those a) Any proposed Alteration that requires Lender’s consent pursuant to this Section 4.1.10 which depend on is, in each case, accompanied by a reasonably detailed description of the performance Alteration and the plans and specifications therefor and which states at the top of tenant improvement worksuch submittal “THIS IS A REQUEST FOR APPROVAL OF AN ALTERATION PURSUANT TO SECTION 4.1.10 OF THE LOAN AGREEMENT. THIS ALTERATION SHALL BE DEEMED APPROVED BY LENDER IF LENDER DOES NOT NOTIFY BORROWER IN WRITING OF ITS DISAPPROVAL, TOGETHER WITH THE GROUNDS FOR SUCH DISAPPROVAL, WITHIN FIFTEEN (15) BUSINESS DAYS,” shall be deemed approved if Lender shall have been issuednot notified Borrower in writing of its disapproval (together with a reasonably detailed statement of the grounds of such disapproval) within fifteen (15) Business Days after Borrower has submitted such request for approval of a proposed Alteration in such manner to Lender.

Alterations. Lender's During the Term, Sublessee shall not make or suffer to be made any alterations, additions, or improvements to the Subleased Premises or any part thereof without complying with the provisions of the Master Lease and without obtaining the prior approval written consent of Sublessor and Landlord, which consent shall not be unreasonably withheld by Sublessor; provided, in the event that Landlord does not give its consent to such a request, Sublessee acknowledges and agrees that it shall be reasonable for Sublessor to withhold its consent to such a request. In the event that Landlord provides its consent to such alterations, additions, or improvements to the Subleased Premises, Sublessor acknowledges and agrees that it shall be reasonable for Sublessor to provide its consent to such alterations, additions, or improvements provided that if such alterations, additions, or improvements increase Sublessor’s financial obligations under the Master Lease, Sublessee shall be responsible for any additional costs associated with such. Sublessee acknowledges and agrees that in the event it does make any improvement(s) to the Subleased Premises which are not approved in writing by Sublessor and Landlord prior to the installation or construction of such improvement(s), or in which at the time of said improvement(s) Sublessor or Master Landlord provides notice that such improvement(s) shall need to be removed/restored, Sublessee shall be required in connection with any alterations to any Improvements (iremove such improvement(s) that may have a material adverse effect on Borrower's financial condition, at Sublessee’s sole cost and expense and repair all damage caused by the value installation or use removal of such improvements prior to the expiration of the Property Term of this Sublease unless Landlord expressly waives in writing this requirement. All improvements or alterations must be performed in conformance with the ongoing revenues and expenses Lease. In addition, Sublessee shall be responsible for any separately metered electric service or maintenance fees charged by Landlord to Sublessor as a result of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements and shall at be responsible for any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's Obligations Alterations or Construction Management fee charged by Landlord under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedMaster Lease.

Alterations. Lender12.1 Landlord shall construct the Demised Premises in compliance with all governmental building regulations. 12.2 Tenant may, at its own expense, make such alterations and improvements to the Demised Premises and install interior partitions as it may require, provided that the written approval of the Landlord is first obtained and that such improvements and alterations are done in a workmanlike manner in keeping with all building codes and regulations and in no way harm the structure of the Demised Premises, provided that at the expiration of the Lease or any extension thereof, Tenant, at its expense, restores the within Demised Premises to its original condition and repairs any damage to the Demised Premises, resulting from the installation or removal of such partitions, fixtures, or equipment as may have been installed by Tenant is requested to do so by Landlord. 12.3 The Landlord shall not be liable for any labor or materials furnished or to be furnished to the Tenant upon credit, and no mechanic's prior approval or other lien for any such labor or materials shall attach to or effect the reversion or other estate or interest of the Landlord in and to the Demised Premises. Whenever any mechanic's lien shall have been filed against the Demised Premises, based upon any act or interest of the Tenant or of anyone claiming through the Tenant, or if any security agreement shall have been filed for or effecting any materials, machinery, or fixtures used in the repair, construction, or operation thereof, the Tenant shall immediately take such action by bonding, deposit, or payment as will remove the lien or security agreement. 12.4 If Tenant has not removed the lien within ten (10) days after noticed to Tenant, Landlord may pay t he amount of such mechanic's lien or security agreement or discharge the same by deposit, and the amount so paid or deposited, shall be required in connection deemed additional rent reserved under this Lease, and shall be payable forthwith by Tenant to Landlord with any alterations interest at eighteen (18%) percent per annum from the date of payment by Landlord, and with the same remedies to any Improvements (i) that may have a material adverse effect on Borrower's financial conditionthe Landlord, the value or use of the Property or the ongoing revenues and expenses of the Propertyif not paid, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained as in the Improvements or the exterior case of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for default in the payment of such amounts and Mini9mum Guaranteed Rental as additional security for Borrower's Obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender herein provided. 12.5 Landlord or its representatives shall have received a Rating Agency Confirmation as the right to go upon and inspect the form Demised Premises at all reasonable times and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as the right to the form post and issuer keep posted thereon notices of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and non-responsibility or such other notices which Landlord may deem to be incurred with respect proper for the protection of Landlord's interest in the Demised Premises. Tenant shall, before the commencement of any work which might result in any such lien, give to such alterations Landlord written notice of Tenant's intention to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from do so in sufficient time to time at enable the option positing of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuednotices.

Alterations. Borrower may, without Lender's prior approval shall be required in connection with any consent, perform alterations to any the Improvements (i) that may have and Equipment at a material adverse effect on Collateral Property which do not constitute a Material Alteration and which do not adversely affect such Borrower's financial condition, condition or the value or use net operating income of the Property or the ongoing revenues and expenses of the such Collateral Property, (ii) . No Borrower shall perform any Material Alteration the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated estimated to exceed the Alteration Threshold, or five percent (iii5%) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoingAllocated Loan Amount per calendar year for the applicable Collateral Property or which is likely to result in a decrease of Net Operating Income of the applicable Collateral Property by 2.5% or more for a period of thirty (30) days or longer, without Lender's prior written consent, which consent shall not be unreasonably withheld or delayed. Lender may, as a "condition to giving its consent to a Material Alteration"). If , require that the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower's Obligations under payment of the Loan Documents Debt any of the following: (i1) cash, (ii2) a Letter of CreditU.S. Treasury securities, (iii) U.S. Obligations, (iv3) other secunt1es securities having a rating acceptable to Lender, provided that Lender shall have received (4) a Rating Agency Confirmation as to the form and issuer of sameComfort Letter, or (v5) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer an irrevocable Letter of sameCredit (payable on sight draft only) issued by an Eligible Institution. Such security shall be in an amount equal to the excess cost of the total unpaid amounts incurred and to be incurred with respect to such alterations to Material Alteration as reasonably estimated by Lender. Upon the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Thresholdoccurrence of an Event of Default, and Lender may apply such security from time to time at payment of the option of Lender to pay for such alterationsDebt. Upon If the security posted is other than cash, upon substantial completion of any the Material Alteration, Borrower shall provide Alteration and submission to Lender of evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal RequirementsRequirements 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 Material Alteration have been paid in full and have delivered unconditional releases of liens, lien and (iii) all material licenses and permits Licenses necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued., Lender shall, provided no Event of Default then exists, return the security (or the unapplied portion thereof) to the Borrower. At the Borrower's request, Lender shall, provided no Event of Default then exists, return one-half of the security to Borrower when Lender has determined, in its sole discretion, that seventy-five percent (75%) of the Material Alteration has been completed and paid for and that the remaining security is sufficient to ensure payment in full for all work, services and materials necessary to complete the Material Alteration as contemplated in clauses (i), (ii) and (iii) of the preceding sentence. If the security posted is cash,

Alterations. Lender's prior 7.01 The Lessee shall have the privilege of remodeling the buildings or making improvements to the real property covered by the Project from time to time, as in its discretion, it may determine to be desirable for its uses and purposes, and upon the obtaining of the written approval of the Authority. The cost of such improvements and remodeling shall be paid for by the Lessee and shall be the property of the Authority, subject to the terms of this Lease; provided, however, the Lessee shall have the right to remove from the leased premises at any time before the expiration or termination of the Lease, and while it is in good standing with reference to the payments of rent and performance of other obligations hereunder, any machinery, fixtures, equipment, appliances or other personalty placed in or upon the leased premises by the Lessee, which have been placed therein at the sole expense of the Lessee using funds other than those furnished by Authority, whether attached to the realty or not, which can be removed without material damage to the existing buildings or structures, or in the event such removal causes damage to the existing building or structures, restoration and repair of such damage shall be made at the sole expense of the Lessee. Approval by Authority to alterations by Lessee as provided for in this Article will not be unreasonably withheld, and said approval shall be required in connection with any granted providing said alterations do not impair the operating unity or materially alter the character or diminish the value of the leased premises. Authority agrees to execute a landlord's waiver of lien or similar document as Lessee may reasonably request as to any Improvements (i) that machinery, removable fixtures, equipment, appliances or other removable personalty as Lessee may have a material adverse effect acquire, whether by purchase or lease, and install on Borrowerthe leased premises, to facilitate Lessee's financial condition, the value or use financing of the Property purchase or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedleasing thereof.

Alterations. Lender's prior approval 15.01. Tenant shall not make any alterations or additions to the Demised Premises, or make any holes or cuts in the walls, ceilings, roofs, or floors thereof, or change the exterior color or architectural treatment of the Demised Premises, without on each occasion first obtaining the consent of Landlord, which shall not be unreasonably withheld or delayed. Tenant shall be required allowed to make alterations of less than $1,000.00 (One Thousand Dollars) in connection total cost (excluding structural and mechanical alterations) without the consent of Landlord. Tenant shall submit to Landlord plans and specifications for such work at the time Landlord's consent is sought. Tenant shall pay to Landlord upon demand the reasonable cost and expense of Landlord in (a) reviewing said plans and specifications and (b) inspecting the alterations to determine whether the same are being performed in accordance with the approved plans and specifications and all Legal Requirements and Insurance Requirements, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. Before proceeding with any alterations permitted alteration which will cost more than $50,000 (exclusive of the costs of decorating work and items constituting Tenant's Property), as estimated by a reputable contractor designated by Landlord, Tenant shall obtain and deliver to any Improvements Landlord either (i) that may have a material adverse effect on Borrower's financial conditionperformance bond and a labor and materials payment bond (issued by a corporate surety licensed to do business in New Jersey), the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be each in an amount equal to 125% of such estimated cost and in form satisfactory to Landlord, or (ii) such other security as shall be satisfactory to Landlord. Tenant shall fully and promptly comply with and observe the excess Rules and Regulations then in force in respect of the total unpaid amounts incurred and to be incurred making of alterations. Any review or approval by Landlord of any plans and/or specifications with respect to such any alterations is solely for Landlord's benefit, and without any representation or warranty whatsoever to Tenant in respect of the adequacy, correctness or efficiency thereof or otherwise. 15.02. Tenant shall obtain all necessary governmental permits and certificates for the commencement and prosecution of permitted alterations and for final approval thereof upon completion, and shall cause alterations to be performed in compliance therewith and with all applicable Legal Requirements and Insurance Requirements. Alterations shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the Improvements better of (a) the original installations of the Building, or (b) the then standards for the Building established by Landlord. Alterations shall be performed by contractors first approved by Landlord; provided, however, that any alterations in or to the mechanical, electrical, sanitary, heating, ventilating, air conditioning or other than systems of the Building shall be performed only by the contractor(s) designated by Landlord. Alterations shall be made in such amounts manner as not to unreasonably interfere with or delay and as not to impose any additional expense upon Landlord in the construction, maintenance, repair or operation of the Building; and if any such additional expense shall be incurred by Landlord as a result of Tenant's making of any alterations, Tenant shall pay any such additional expense upon demand. Throughout the making of alterations, Tenant shall carry, or cause to be paid carried, worker's compensation insurance in statutory limits and general liability insurance, with completed operation endorsement, for any occurrence in or reimbursed by Tenants about the Building, under the Leases) over the Alteration Thresholdwhich Landlord and its managing agent and any Superior Lessor whose name and address shall previously have been furnished to Tenant shall be named as parties insured, and Lender in such limits as Landlord may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alterationreasonably require, Borrower shall provide evidence with insurers reasonably satisfactory to Lender Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that (i) such insurance is in effect at or before the Material Alteration was constructed in accordance with applicable Legal Requirementscommencement of alterations and, (ii) all contractorson request, subcontractors, materialmen and professionals who provided work, materials or services in connection with at reasonable intervals thereafter during the Material Alteration have been paid in full and have delivered unconditional releases making of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedalterations.

Alterations. (a) Borrower shall obtain Lender's ’s prior approval written consent to any alterations to any Improvements (“Alterations”), including tenant improvements, which consent shall not be unreasonably withheld except with respect to Alterations that would reasonably be expected to result in an Individual Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the PropertyRequired Repairs, (ii) Alterations performed pursuant to (A) the provisions of any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20 hereof, and (B) any other Lease that is approved in writing by Lender, provided that, in each case, Lender shall have expressly approved the estimated cost and scope of such Alterations at the time Lender approved such Major Lease or other Lease, (iii) Preapproved Alterations, (iv) Alterations to Improvements located wholly on an Outparcel or Partial Release Parcel pursuant to a Permitted Parcel Ground Lease (provided that the cost of which such Alterations is borne solely by the applicable Tenant), and (including v) Alterations that are not reasonably expected to result in an Individual Material Adverse Effect on the applicable Individual Property, provided that, in the case of Alterations pursuant to the foregoing subclause (v), such Alterations (1) are made in connection with tenant improvement work performed pursuant to the terms of any related alterationLease executed on or before the Closing Date or pursuant to any Major Lease that is approved (or deemed approved) by Lender in accordance with Section 5.1.20, improvement or replacement(2) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not adversely affects affect any structural component of any ImprovementsImprovements and the aggregate cost thereof does not exceed the Threshold Amount, or (3) are performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. Lender shall grant or deny with a reasonable explanation any utility consent required hereunder within fifteen (15) days after the receipt of the applicable request and all documents in connection therewith. In the event that Lender fails to respond within said fifteen (15) day period, such failure shall be deemed to be the consent and approval of Lender if (x) Borrower has delivered to Lender the applicable documents, with the notation “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDER’S APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or HVAC system contained larger font in the Improvements transmittal letter requesting approval and (y) Lender does not approve or reject with a reasonable explanation the exterior of any building constituting applicable request within fifteen (15) days from the date Lender receives the request as evidenced by a part of any Improvements certified mail return receipt or confirmation by a reputable national overnight delivery service that the same has been delivered. (any of the foregoing, a "Material Alteration"). b) If the total unpaid amounts incurred due and payable with respect to Alterations at any Individual Property (other than such amounts to be incurred paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Preapproved Alterations with respect to such alterations to the Improvements Individual Property) shall at any time exceed the Alteration ThresholdThreshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower's Obligations ’s obligations under the Loan Documents any of the following: following (ias applicable, the “Alterations Deposit”): (I) cash, (ii) a Letter of Credit, (iiiII) U.S. Obligations, (ivIII) other secunt1es securities having , a rating reasonably acceptable to Lender and in respect of which, at Lender’s option, provided that Lender shall have received Borrower has obtained a Rating Agency Confirmation as to from the form and issuer of same, applicable Rating Agencies or (vIV) a completion bond, provided that and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of (1) Borrower shall submit a request for payment to Lender shall have received a Rating Agency Confirmation as at least ten (10) days prior to the form 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 Lender and issuer on the date such payment is to be made, no Event of same. Such security Default shall be in continuing, and (3) such request shall be accompanied by an amount equal to Officer’s Certificate (x) stating that the excess applicable portion of the total unpaid amounts incurred and Alterations at the applicable Individual Property to be incurred with respect to such alterations to funded by the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, requested disbursement have been completed in good and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed 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 the applicable portion of the Alterations, (iiy) all contractors, subcontractors, materialmen and professionals who provided work, 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(b), 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 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 and any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Material Alteration have Alterations has been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedfull.

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 approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the Property or the ongoing revenues and expenses 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 PropertyProperty 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, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (any c) alterations performed in connection with the restoration of the foregoingProperty after the occurrence of a casualty in accordance with the terms and provisions of this Agreement, a "Material Alteration")(d) any alteration which costs less than the Threshold Amount in the aggregate for all components thereof, or (e) any alteration which costs more than the Threshold Amount but less than $4,000,000 in the aggregate for all components thereof, provided Borrower complies with the Alteration Conditions. If the total unpaid amounts incurred due and to be incurred payable 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 the Alteration ThresholdThreshold Amount, Borrower 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 ’s obligations under the Loan Documents any of the following: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to LenderLender and that the applicable Rating Agencies have confirmed in writing will not, provided that Lender shall have received in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, or, if higher, then current ratings assigned in connection with any Securitization, or (vD) a completion bondbond 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as to downgrade, withdrawal or qualification of the form and issuer of sameinitial, 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 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 ThresholdThreshold Amount and, and Lender if cash, may apply such security be applied from time to time time, at the option of Lender Borrower, to pay for such alterations. Upon substantial completion At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the performance value of tenant improvement work) have been issuedthe Property.

Alterations. Lender's Without Sublessor’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, Subtenant shall not make (a) any repairs, alterations, replacements, other improvements or installations to the exterior of the Demised Premises or Building A or the foundation, roof, exterior walls, gutters, downspouts, canopy, storefront or any structural parts of the Demised Premises, (b) any interior, non-structural repairs, alterations, installations or improvements to the Demised Premises the estimated cost of which exceeds Fifty Thousand Dollars ($50,000.00), or (c) any repairs, alterations, installations or improvements that would affect any centralized or common utilities or any other tenant’s or occupant’s HVAC system or systems or any Building system serving another tenant. If Sublessor’s approval is required for any alterations or improvements, Subtenant shall submit to Sublessor all plans and specifications for any such repairs, alterations, installations or improvements unless such alterations or improvements do not require a building permit, in which case Subtenant shall provide a reasonable description of its intended alterations and improvements. Any repairs, alterations, installations or improvements by Subtenant permitted hereunder shall conform to the requirements of, and be subject to the Parent Lease, including, without limitation, obtaining any consents required thereunder. If Sublessor does not approve a proposed alteration, Sublessor shall provide its reasons for disapproval. Subtenant agrees that any repairs, alterations, replacements, other improvements or installations made by Subtenant to or upon the Demised Premises shall be required done in a good and workmanlike manner and in conformity with all laws, ordinances and regulations of all public authorities having jurisdiction, that materials of good quality shall be employed therein, that the structure of the Demised Premises shall not be endangered or impaired thereby. Subtenant shall procure at its sole expense all necessary permits before making any repairs, alterations, improvements or installations. Upon request of Subtenant, Sublessor shall request the cooperation therewith of Parent Landlord. Subtenant shall save Sublessor and Parent Landlord harmless from, and defend and indemnify Sublessor and Parent Landlord against, any and all injury, loss claim or damage to any person or property occasioned by or arising out of the doing of any such work, except to the extent such injury, loss, claim or damage is caused by the negligence or willful misconduct of Sublessor. Subtenant shall permit no mechanic’s, materialmen’s or other lien against the Demised Premises in connection with any alterations materials, labor or equipment furnished, or claimed to have been furnished, to or for Subtenant, or anyone claiming under Subtenant, and if any Improvements such lien shall be filed against the Demised Premises Subtenant shall cause the same to be discharged, provided, however, that Subtenant may contest such lien as long as the enforcement thereof is stayed, but in any event, Subtenant shall either cause any such lien to be discharged of record within ten (i10) that may have a material adverse effect on Borrower's financial conditiondays of any request of any mortgagee, or of Parent Landlord or Sublessor or in lieu thereof, if permitted pursuant to the value Parent Lease, while contesting the same as aforesaid, deposit with any mortgagee or use prospective mortgagee of the Property or the ongoing revenues and expenses of the PropertyDemised Premises, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoingpending such contest, a "Material Alteration"). If sum sufficient to cover the total unpaid amounts incurred amount of said lien and all interest, penalties and costs that would be payable to be incurred with respect to discharge such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of lien if such amounts and as additional security for Borrower's Obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedlien were valid.

Alterations. Lender's ’s prior approval shall be required in connection with any alterations to any Improvements (iexcept tenant improvements under any Lease approved by Lender (Lender, subject to Lender’s reliance upon the truth, accuracy and completeness of Borrower’s representations set forth in Section 3.1.22 hereof, having approved of all Leases that exist as of the date hereof) or under any Lease for which approval was not required by Lender under this Agreement adversely affecting structural components of the Property, utilities, HVAC or the exterior of the building) (a) that may have a material adverse effect Material Adverse Effect on Borrower's ’s or Mortgage Borrower’s financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, Property or (iib) 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 (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained withheld in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration")Lender’s sole discretion. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter Letters of Credit, Credit (iii) U.S. Obligations, (iv) other secunt1es securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, Leases and (iiiy) all material licenses and permits necessary for the use, operation and occupancy amounts actually deposited with Mortgage Lender by Mortgage Borrower as security with respect to such alterations pursuant to Section 4.1.10 of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedMortgage Loan Agreement.

Alterations. Lender(a) Tenant shall not make or cause or permit the making of any repairs, alterations, additions, or improvements in or to the Premises (including, without limitation, any racking or other work performed pursuant to Paragraph 3) without obtaining Landlord's prior approval written consent thereto in each instance, which consent shall not be unreasonably withheld or delayed. Such work shall not be commenced until Tenant shall submit to Landlord plans and specifications relating to any such repairs, alterations, additions or improvements, and all such work shall be required performed in connection accordance with the provisions of this lease. Landlord shall not be deemed to have unreasonably withheld its consent if it reasonably determines that such work proposed by Tenant would reduce the value, size, cubical content or general utility of the Premises or any alterations portion thereof, impair the architectural harmony of the Building or increase Landlord's obligation pursuant to any Improvements (i) this lease unless Tenant provides Landlord with such assurances as Landlord may reasonably require to restore the Premises to the extent of such decrease in size, cubical content or change in architectural harmony, and/or assumes the increased costs to Landlord of meeting its obligations to Tenant under this lease as a result of the aforesaid. Any approval by Landlord as aforesaid may be upon condition that may have a material adverse effect on BorrowerTenant furnish to Landlord such evidence of Tenant's financial conditionability as Landlord reasonably may require, including the value or use furnishing of adequate security, to assure completion and payment of all work for which the Property or the ongoing revenues and expenses of the Property, (ii) the reasonably estimated cost of which completion shall exceed One Hundred Thousand and 00/100 Dollars (including any related alteration$100,000.00), improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to as such amount may be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security adjusted from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with the percentage increase in the Index, as hereinafter defined, over that existing as of the Commencement Date of this lease. All repairs, alterations, additions or improvements and all Tenant Work, when installed or attached to the Premises, subject to the provisions of Paragraph 27 of this lease, shall belong to and become the property of Landlord at the expiration or sooner termination of this lease and shall be surrendered with the Premises and as part thereof, without compensation to Tenant. Nothing herein contained shall be construed to restrict Tenant's right to make any alterations, additions or improvements to Tenant's own movable trade fixtures. (b) Any work performed by Tenant, irrespective of cost, shall be subject to Landlord's inspection and approval after completion to determine whether it complies with the requirements of this lease. Notwithstanding the foregoing, Landlord shall not have any obligation to make any inspections or provide any approval. The approval or consent of Landlord shall not relieve Tenant of its obligation that all such repairs, alterations, improvements and/or additions be constructed and performed in a good and workmanlike manner and in accordance with all applicable Legal Requirementsgovernmental requirements, (ii) nor constitute a waiver of any rights of Landlord if Tenant fails to perform its obligations. Tenant, at its sole cost and expense, shall procure all contractorsnecessary governmental approvals, subcontractors, materialmen and professionals who provided work, materials permits or services certificates in connection with all work performed by Tenant in, on or at the Material Alteration have been paid in full Premises and have delivered unconditional releases shall deliver the original of liensall such approvals, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedor certificates to Landlord to be retained by Landlord.

Alterations. (a) Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the any Individual Property or the ongoing revenues and expenses 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 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 date hereof, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (c) alterations performed in connection with the Restoration of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the foregoingterms and provisions of this Agreement, a "Material Alteration")(d) alterations required to comply with Legal Requirements, (e) alterations the aggregate cost of which is $500,000 or less or (f) Required Repairs. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements with respect to an Individual Property or any portion thereof (other than such amounts to be paid or reimbursed by Tenants under the Leases or paid with insurance or condemnation proceeds or reserves established pursuant to the Loan Documents) shall at any time exceed $500,000.00 (the Alteration Threshold“Threshold Amount”), 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 (any of the following: , “Acceptable Security”): (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating reasonably acceptable to Lender and that, at Lender’s option, provided that Lender shall the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of same, any Securities or any class thereof in connection with any Securitization or (vD) a completion bondand performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender shall and that, at Lender’s option, the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany 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 incurred and to be incurred with respect to such alterations to the Improvements on the Property (or any portion thereof) (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of 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. Upon substantial completion Following its receipt of any Material Alterationan Expansion Notice relating to a Quest Expansion (but not an Outparcel Expansion), Borrower shall provide evidence satisfactory to not, without the prior written consent of Lender that in its reasonable discretion, (i) make an election under the Material Alteration was constructed Quest Lease or otherwise agree (in accordance with applicable Legal Requirements, 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 contractorsor any part of the Quest Expansion, subcontractorsdeliver to Lender any of the following: (A) as security for the performance of, materialmen and professionals who 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 workthat 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, materials 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 services Quest fails to pay any sums due in connection with the Material Alteration 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, the 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 performance of the 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 workmanlike manner and in accordance with all Legal Requirements, the 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 in full for (which evidence shall include invoices and lien waivers from the general contractor). Lender or its Construction Consultant shall have delivered unconditional releases of liens, and the right from time to time (iiibut not more frequently than once per month) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on to verify the performance of tenant improvement work) have been issuedthe Quest 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. Lender's Notwithstanding any provision in this Lease to the contrary, Tenant shall not make or cause to be made any alterations, additions, improvements or replacements to the Tenant Space or any other portion of the Building or Property (collectively, “Alterations”) without the prior written consent and approval of Landlord, which consent and approval may not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s consent shall not be required in connection with for any alterations usual and customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the Tenant Space if and to any Improvements the extent that such installations, repairs, maintenance, and removals (i) that may have a material adverse effect on Borrower's financial conditionare usual and customary within the industry, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) will not materially adversely affect the cost Building’s structure. For example, Landlord’s consent would not be required for the configuration and placement of overhead ladder racks that are usual and customary in datacenters even if attached to the ceiling. For purposes hereof, “Institutional Owner Practices” shall mean practices that are consistent with the practices of the majority of the institutional owners of institutional grade, first-class datacenter or telecommunications projects in the United States of America. Landlord and Tenant acknowledge and agree that Tenant may elect, in Tenant’s sole and absolute discretion, to either (a) leave all Alterations as part of the Tenant Space upon the expiration or earlier termination of this Lease in good and operable condition, ordinary wear and tear, and damage due to Casualty and Taking (other than damages for which (including any related alterationrestoration would be required to be consistent with the Casualty Restoration Standard under Article 9 hereof), improvement or replacement) is reasonably anticipated to exceed the Alteration Thresholdexcepted, or (iiib) that adversely affects remove (and/or restore, as applicable) any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall Alteration at any time exceed prior to the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment expiration or earlier termination of such amounts and as additional security for Borrower's Obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lenderthis Lease, provided that Lender shall have received a Rating Agency Confirmation as such Alteration is completely removed and the portion of the Building from which the Alteration is removed is fully restored back to substantially the same condition it was prior to the form and issuer installation of same, or (v) a completion bondordinary wear and tear, provided that Lender shall have received a Rating Agency Confirmation as and damage due to the form Casualty and issuer of same. 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 Taking (other than such amounts damages for which restoration would be required to be paid or reimbursed by Tenants consistent with the Casualty Restoration Standard under the Leases) over the Alteration ThresholdArticle 9 hereof), excepted. Additionally, Landlord and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower Tenant agree that Landlord shall provide evidence satisfactory its consent (or objections) with regard to Lender Tenant’s requests for Alterations consent within ten (10) business days after Landlord’s receipt of such request. In the event that Landlord has failed to provide its consent (or objections) within the prescribed ten (10) business day period, Landlord will be deemed to have consented with regard to such request for Alterations consent; provided that (i) such request for Alterations consent contains the Material Alteration was constructed phrase “DATED MATERIAL ENCLOSED. RESPONSE IS REQUIRED WITHIN TEN BUSINESS DAYS AFTER LANDLORD’S RECEIPT HEREOF”, in accordance with applicable Legal Requirements, all capital letters (no smaller than sixteen (16) point font) in a conspicuous location inside the package in which such request for Alterations consent is provided to Landlord; (ii) all contractorssuch request for Alterations consent contains three (3) full sets of drawings (two full size hard copies, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in one full and have delivered unconditional releases set of liens, drawings on CD); and (iii) all material licenses in the event that Landlord has not responded within the applicable notice period, Tenant agrees to provide Landlord one (1) additional written notice and permits necessary for one (1) additional business day in which to respond, prior to such deemed approval taking effect. The foregoing notwithstanding, if the use, operation and occupancy Alterations consent request is received by Landlord after month 12 of the Material Alteration Term, and if Landlord engages a third party engineer to review Tenant’s request for Alterations consent (other than those which depend on the performance and Landlord shall notify Tenant within five (5) business days of tenant improvement workreceiving Tenant’s request for Alterations whether such outside engineering review will be commissioned), Landlord shall provide its consent (or objections) have been issuedwith regard to Tenant’s requests for Alterations consent within fifteen (15) business days after Landlord’s receipt of such request.

Alterations. Lender's prior approval shall be required in connection with any Tenant, at its sole cost and expense, may make alterations to any Improvements (i) that may have a material adverse effect on Borrower's financial condition, the value or premises as needed for its intended use of the Property premises as a career institute school including but not limited to the construction and deletion of interior walls as depicted on Exhibit “B” which is attached hereto and made a part hereof and related appurtenances (e.g.: electrical outlets, doors, lighting, HVAC duct work) and installation of portable storm shelters as described in attached Exhibit “C”. Prior to commencing any construction of alterations or improvements at the ongoing revenues premises, the Tenant shall submit to the Landlord plans and expenses specifications for the alterations and improvements to be made and shall obtain the prior written approval of the PropertyLandlord, (ii) which approval shall not be unreasonably withheld. Tenant shall obtain the cost necessary permits for construction. Any alterations made by Tenant shall be performed in a good and workmanlike manner and comply with applicable legal requirements. Any alterations shall become part of which (including any related alterationthe premises and subject to this lease. Landlord shall have the right to have its own design professional, improvement or replacement) is reasonably anticipated to exceed the Alteration Thresholdcontractor, or (iii) that adversely affects any structural component agent observe the work to be performed at the premises. In addition, Tenant may, without the consent of any ImprovementsLandlord, any utility or HVAC system contained but at its own cost and expense and in a good workmanlike manner erect such shelves, bins, machinery and trade fixtures as it may deem advisable, without altering the Improvements or the exterior of any building constituting a part of any Improvements (any basic character of the foregoingbuilding or improvements and without overloading or damaging such building or improvements, a "Material Alteration")and in each case complying with all applicable governmental laws, ordinances, regulations and other requirements. If the total unpaid amounts incurred All alterations, additions, improvements and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, 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: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security partitions erected by Tenant shall be in an amount equal to and remain the excess property of Tenant during the total unpaid amounts incurred term of this lease and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Thresholdalterations, additions, improvements and Lender may apply such security from time to time partitions shall, at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alterationthe Landlord, Borrower shall provide evidence satisfactory to Lender that either (i) become the Material Alteration was constructed in accordance property of Landlord as of the date of termination of this lease or upon earlier vacating of the premises and shall be delivered up to the Landlord with applicable Legal Requirementsthe premises, or (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials shall be promptly removed by Tenant prior to the expiration or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy any earlier termination of the Material Alteration term of this lease (other than those which depend on and upon any such removal Tenant shall restore the performance of tenant improvement work) have been issued.premises to their original condition. All shelves, bins,

Alterations. Lender's prior approval shall In case any Item of Equipment (or any equipment, part or appliance therein) is required to be required altered, added to, replaced or modified in connection order to comply with any alterations insurance policies required pursuant to this Lease Agreement or Applicable Law ("Required Alteration") pursuant to Sections 10 or 11, Lessee agrees to make such Required Alteration at its own expense and the same shall, without further act, immediately be and become the property of, and title shall vest in, Lessor free and clear of all Liens other than Lessor Liens and Permitted Liens and subject to the terms of this Lease Agreement. Lessee may make any optional renovation, improvement, addition, or alteration to any Improvements Item of Equipment (i) that may have a material adverse effect on Borrower's financial condition, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Optional Alteration"). If the total unpaid amounts incurred and to be incurred ) provided that with respect to each Item of Equipment such alterations Optional Alteration does not impair the value, use or remaining useful life of such Item of Equipment. In the event an Optional Alteration is readily removable without impairing the value, use or remaining useful life of the Item of Equipment, and is not a part, item of equipment or appliance which replaces any part, item of equipment or appliance originally incorporated or installed in or attached to such Item of Equipment on the first Funding Date therefor or any part, item of equipment or appliance in replacement of or substitution for any such original part, item of equipment or appliance, any such Optional Alteration shall be and remain the property of Lessee. To the extent such Optional Alteration is not readily removable without impairing the value, use or remaining useful life of an Item of Equipment to which such Optional Alteration has been made, or is a part, item of equipment or appliance which replaces any part, item of equipment or appliance originally incorporated or installed in or attached to such Item of Equipment on the first Funding Date therefor or any part, item of equipment or appliance in replacement of or substitution for any such original part, item of equipment or appliance, the same shall, without further act, immediately be and become the property of, and title shall vest in, Lessor free and clear of all Liens other than Lessor Liens and Permitted Liens and shall be subject to the Improvements shall at terms of this Lease Agreement. Any parts installed or replacements made by any time exceed Lessee upon any Item of Equipment pursuant to its obligation to maintain and keep the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts Equipment in good and as additional security for Borrower's Obligations serviceable operating condition and repair under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security Section 11 shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect considered accessions to such alterations to Item of Equipment and ownership thereof or security interest therein shall be immediately vested in Lessor. Except as required or permitted by the Improvements (other than such amounts to be paid or reimbursed by Tenants under provisions of this Section 12, Lessee shall not modify an Item of Equipment without the Leases) over the Alteration Threshold, prior written authority and Lender may apply such security from time to time at the option approval of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedLessor.

Alterations. Lender's prior approval shall be required in connection with any alterations to any Improvements Sublessee understands and acknowledges that (i) that may have Landlord's ------------- consent to the Sublease expressed herein is not a material adverse effect on Borrower's financial condition, consent to any improvements or alteration work to be performed in the value or use of Premises (including without limitation any improvement work contemplated in the Property or the ongoing revenues and expenses of the PropertySublease), (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for BorrowerLandlord's Obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay consent for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, work must be separately sought and (iii) any such work shall be subject to all material licenses the provisions of the Master Lease with respect thereto. The herein agreement, upon execution by both parties, is herewith made an integral part of the aforementioned Standard Office Sublease. Sublessor: Sublessee: /s/Advanced Fibre Communications Inc. /s/Cerent Corporation ---------------------------------- ------------------------------ Advanced Fibre Communications, Inc. Cerent Corporation Date: Date:7-8-99 ____________________________ ------------------------------ ADDENDUM #23 STANDARD LEASE DISCLOSURE ADDENDUM Notice to Owners, Buyers and permits necessary Tenants Regarding Hazardous Wastes or Substances ----------------------------------------------------------------------------- and Underground Storage Tanks ------------------------------ Comprehensive federal and state laws and regulations have been enacted in the last few years in all effort to develop controls over the use, storage, handling, cleanup, removal and disposal of hazardous wastes or substances. Some of these laws and regulations, such as, for example, the so-called "Super Fund Act", provide for broad liability schemes wherein an owner, tenant or other user of the property may be liable for cleanup costs and damages regardless of fault. Other laws and regulations set standards for the handling of asbestos or establish requirements for the use, operation modification, abandonment, or closing of underground storage tanks. It is not practical or possible to list all such laws and occupancy regulations in this Notice. Therefore, lessors and lessees are urged to consult legal counsel to determine their respective rights and liabilities with respect to the issues described in this Notice as well as other aspects of the Material Alteration (other than those which depend proposed transaction. If various materials that have been or may be in the future determined to be toxic, hazardous or undesirable, or are going to be used, stored, handled or disposed of on the performance property, or if the property has or may have underground storage tanks for storage of tenant improvement work) such hazardous materials, or that such materials may be in the equipment, improvements or soil, it is essential that legal and technical advice be obtained to determine, among other things, what permits and approvals have been issuedor may be required, if any, the estimated costs and expenses associated with the use. storage, handling, cleanup, removal or disposal of the hazardous wastes or substances and what contractual provisions and protection are necessary or desirable. It may also be important to obtain expert assistance for site investigations and building inspections. The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or substances, or underground storage tanks being on the property. The term "hazardous wastes or substances" is used in this Notice in its very broadest sense and includes, but is not limited to, all those listed under Proposition 65, petroleum base products, paints and solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and other chemical products. Hazardous wastes or substances and underground storage tanks may be present on all types of real property. This Notice is, therefore, meant to apply to any transaction involving any type of real property, whether improved or unimproved. Although ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Co., Inc. or its salespeople, will disclose any knowledge it actually possesses with respect to the existence of hazardous wastes or substances, or underground storage tanks on the property, ▇▇▇▇▇▇ & Coppin Co., Inc. has not made investigations or obtained reports regarding the subject matter of this Notice, except as may be described in a separate written document, studies or investigation by experts. Therefore, unless there are additional documents or studies attached to this notice, lease or contract, this will serve as notification that ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Co., Inc. or its salespeople make no representation regarding the existence or non-existence of hazardous wastes or substances, or underground storage tanks on the property. You should contact a professional, such as a civil engineer, geologist, industrial hygienist or other persons with experience in these matters to advise you concerning the property. Americans with Disabilities Act (ADA) ------------------------------------- On July 26, 1991, the federal legislation blown as the Americans with Disabilities Act (ADA) was signed into law by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. The purpose of the ADA is to integrate persons with disabilities into the economic and social mainstream of American life. Title III of the ADA applies to Lessors and Lessees of "places of public accommodation" and "commercial facilities", and requires that places of public accommodation undertake "readily achievable" removal of communication and access barriers to the disabled. This requirement of Title III of the ADA is effective January 26, 1992. It is important that building owners identify and undertake "readily achievable" removal of any such barriers in the common areas, sidewalks, parking lots and other areas of the building under their control. The lessor and lessee are responsible for compliance with ADA relating to removal of barriers within the workplace i.e. arrangement of interior furnishings and access within the premises, and any improvements installed by lessor and lessee. ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Company, Inc. recommends that both parties seek expert advice regarding the implications of the Act as it affects this agreement.

Alterations. (a) Subject to the rights of Daimler to make alterations pursuant to the terms of the Daimler Lease, Borrower shall obtain Lender's ’s prior approval shall be required in connection with written consent to any alterations to any Improvements (i) 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 or use of the Property or the ongoing revenues and expenses Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to be undertaken by Borrower that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, or any Lease executed after the date hereof for which Lender’s approval was given, (iib) tenant improvement work performed pursuant to the cost terms and provisions of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that a Lease and not adversely affects affecting any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements Improvements, (any c) alterations performed in connection with the Restoration of the foregoingProperty after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, a "Material Alteration"or (d) any alteration which costs less than the Threshold Amount (in the aggregate for all current alterations at the Property), provided that, in all of the foregoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts incurred due and to be incurred payable by Borrower 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 exceed the Alteration ThresholdThreshold Amount, 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: (iA) cash, (ii) a Letter of Credit, (iiiB) U.S. Obligations, (ivC) other secunt1es securities having a rating acceptable to Lender and that, at Lender’s option, provided that Lender shall the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of same, any Securities or any class thereof in connection with any Securitization or (vD) a completion bondbond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by 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, provided if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender shall and that, at Lender’s option, the applicable Rating Agencies have received confirmed in writing will not, in and of itself, result in a Rating Agency Confirmation as downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to the form and issuer of sameany 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 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 Alteration Threshold, Threshold Amount and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion . (b) Borrower shall not waive any material terms, covenants and conditions contained in any Major Tenant Lease upon the part of the Tenant thereunder to be observed or performed in connection with any Tenant Work or alterations to be performed by any Tenant under any such Major Tenant Lease. (c) Borrower covenants and agrees that if Daimler commences any Tenant Work (x) relating to structural components, the roof, building systems, including, without limitation, utility, HVAC systems, and subsequently discontinues performing such Tenant Work to completion, or (y) following the discontinuance of any Material AlterationTenant Work, additional work must be performed at the Property to address any life safety matters or to bring the Property into compliance with all Legal Requirements, and either a default has occurred and is continuing (beyond applicable notice and cure periods thereunder) under the Daimler Lease, the Daimler Lease is no longer in full force and effect or Daimler has vacated the premises, Borrower shall provide evidence satisfactory to Lender that either (i) the Material Alteration was constructed complete such Tenant Work on a lien-free basis in accordance a good and workmanlike manner and in compliance with applicable all Legal Requirements, or (ii) restore the Property to substantially the same condition it was in prior to Daimler commencing the applicable Tenant Work, on a lien-free basis in a good and workmanlike manner and in compliance with all contractorsLegal Requirements. (d) Borrower covenants and agrees that, subcontractors, materialmen and professionals who provided work, materials to the extent that Borrower has any consent or services other approval rights under the Daimler Lease in connection with any alterations to the Material Alteration have been paid in full Property, Borrower shall not provide any such consent or approval to such alterations that would materially and have delivered unconditional releases of liensadversely affect (i) any structural components, the roof, any building systems, including, without limitation, utilities and HVAC systems, and/or (iiiii) all material licenses and permits necessary for the use, operation and occupancy value or use of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedProperty.

Alterations. LenderMAPICS shall not make or suffer to be made any ----------- alterations, additions, changes or improvements (collectively "Alterations") in, on, or to the Subleased Premises or any part thereof without the prior written consent of GECC. In the event GECC consents to MAPICS' performance of any Alterations, the Alterations shall be made at MAPICS' sole cost and expense and in accordance with all applicable laws, statutes, ordinances, rules and regulations, public and private, and all requirements of GECC's prior and MAPICS' insurance policies, and in accordance with plans and specifications approved by GECC (which approval shall not be required in connection with unreasonably withheld, delayed or conditioned) prior to MAPICS' performance of the Alterations. At GECC's option, MAPICS shall pay to GECC a fee equal to fifteen percent (15%) of the cost and expense of any alterations to any Improvements Alterations after the Commencement Date; said fee shall (i) that may have a material adverse effect on Borrower's financial conditionbe due and payable prior to performance of any Alterations, the value or use of the Property or the ongoing revenues and expenses of the Property, (ii) compensate GECC for GECC's coordination, supervision and overhead resulting from said Alterations. Any contractor selected by MAPICS to perform Alterations, and all subcontractors, must first be approved in writing by GECC; moreover, at GECC's option, the necessary work shall be performed at the direction of GECC for MAPICS' account and MAPICS shall reimburse GECC for the cost thereof upon demand. Upon the expiration or sooner termination of which the Sublease Term, MAPICS shall, upon demand by GECC (including any related alterationand provided GECC conditioned its consent to the Alterations upon same), improvement at MAPICS' sole cost and expense, forthwith and with all due diligence remove the Alterations made by or replacement) is reasonably anticipated for the account of MAPICS and designated by GECC to exceed be removed, and MAPICS shall forthwith and with all due diligence, at MAPICS' sole cost and expense, repair and restore the Alteration ThresholdSubleased Premises to the condition of the Subleased Premises on the Commencement Date, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of ordinary wear and tear excepted. Notwithstanding the foregoing, a "Material Alteration"). If MAPICS shall have the total unpaid amounts incurred right, without GECC's prior written consent, to make nonstructural Alterations involving the nonload-bearing movable walls and cubicles located in the Subleased Premises; provided, however, that prior to be incurred with respect to such alterations to the Improvements shall at making any time exceed the Alteration Threshold, 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 Alterations of the following: (i) cashtype referred to in this sentence, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. 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 (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower MAPICS shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance GECC 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 written notice of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issuedsaid Alterations.

Alterations. Lender's No Borrower shall perform any Material Alteration without the Administrative Agent’s prior approval shall be required in connection with any alterations written consent. The Administrative Agent may, as a condition to any Improvements (i) giving its consent to a Material Alteration, require that may have a material adverse effect on Borrower's financial condition, the value or use Borrowers deliver to the Administrative Agent security for payment of the Property or the ongoing revenues and expenses of the Property, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the such Material Alteration Threshold, or (iii) that adversely affects any structural component of any Improvements, any utility or HVAC system contained in the Improvements or the exterior of any building constituting a part of any Improvements (any of the foregoing, a "Material Alteration"). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's the Borrowers’ Obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es that is reasonably acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of sameAdministrative 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 such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants tenants under the Tenancy Leases) over the Alteration Threshold, and Lender the Administrative Agent may apply such security from time to time at the option of Lender the Borrowers to pay for such alterations so long as the amount of any remaining security after each such payment is sufficient in the reasonable judgment of the Administrative Agent to pay for any remaining cost to complete such alterations. Upon substantial completion of any Material Alteration, Borrower the Borrowers shall provide evidence satisfactory to Lender the Administrative Agent that (i) the Material Alteration was constructed in accordance with applicable Legal Requirementslaws and regulations, (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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of any tenant improvement work) have been issued. If the Borrowers have provided cash security, as provided above, such cash shall be released by the Administrative Agent to fund the cost of such Material Alterations as such costs are incurred as provided above with any balance thereof being released to the Borrowers upon the Borrowers’ satisfaction of the requirements of the preceding sentence, and if the Borrowers have provided non-cash security, except to the extent applied by the Administrative Agent to fund such Material Alterations, the Administrative Agent shall release and return such security upon the Borrowers’ satisfaction of the requirements of the preceding sentence.

Alterations. Other than the construction of the Project, which shall be governed by the provisions of Article III of the Mortgage Loan Agreement, Borrowers shall, or shall cause Mortgage Borrowers to, obtain Lender's ’s prior approval consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (i) that may will not have a material adverse effect on any Borrower's ’s or Mortgage Borrower’s financial condition, the value or use of the Collateral, the applicable Property or the ongoing revenues and expenses Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to the terms of the Propertyany Lease, (iib) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that do not materially adversely affects affect any structural component of any Improvements, any utility or HVAC system contained in the any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, or (any c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the foregoingMortgage Loan Agreement and this Agreement. 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 and all reasonably required information and documentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the 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 Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a "Material Alteration")condition to any required approval. If the total unpaid amounts incurred due and to be incurred payable with respect to such alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration ThresholdThreshold Amount, Borrower Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower's Obligations Borrowers’ obligations under the Loan Documents any of the following: (iA) cash, (iiB) 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 then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a Letter of Credit, (iii) U.S. Obligations, (iv) other secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (vE) a completion bondand performance bond issued by an Approved Bank; provided, provided however, that (i) in the event Mortgage Borrowers are required to and do deliver such security to Mortgage Lender under the Mortgage Loan Agreement, and (ii) upon request, Lender receives evidence reasonably acceptable to it of the delivery of such security by Mortgage Borrowers to Mortgage Lender, then Borrowers shall have received a Rating Agency Confirmation as not be required to the form and issuer of samedeliver any such security to Lender. Such security (if given as set forth above) 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 applicable Property (other than such amounts to be paid or reimbursed by Tenants tenants under the Leases) over the Alteration ThresholdThreshold Amount and during the continuance of an Event of Default, and Lender may apply such security from time to time at the option of Lender to pay for such alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued.