Common use of Alterations Clause in Contracts

Alterations. (a) The Trustor may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with (I) any alterations to any Improvements with respect to any Individual Property that is not a Triple Net Leased Property (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to any Individual Property that is a Triple Net Leased Property to the extent that Borrower has the right to consent to, or approve, such alterations, in each instance (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or restore (c) that are structural in nature, which approval may be granted or withheld in Lender’s reasonable discretion. If the Propertytotal unpaid amounts incurred and to be incurred with respect to any such Landlord Alterations to the Improvements shall at any time exceed the applicable Alteration Threshold, provided in the event that Mortgage Borrower has not complied with the correlative provision in the Mortgage Loan Agreement and neither Mezzanine Borrower has complied with the correlative provisions of the applicable Mezzanine Loan Documents, 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security reasonably acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to commencing any phase of any alteration the same) or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration 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 effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in an amount equal to the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Property. (b) Nothing herein shall be construed total unpaid amounts incurred and to be a consent by the Beneficiary incurred with respect to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except alterations to the extent any such lien constitutes a Permitted Lien (as defined in Improvements over the Loan Agreement)applicable Alteration Threshold.

Alterations. Lender’s prior written approval shall be required in connection with any alterations to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a 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) The Trustor may construct that are reasonably expected to have or does have a Material Adverse Effect on any new Improvement or otherwise alter or restore the Individual Property, provided (b) that are structural in nature or have an adverse effect on 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 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 (with credit given for any balance in the FF&E Reserve which is specifically allocated to the applicable Individual Property), 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction direct non-callable obligations of the value United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Property below Investment Company Act of 1940, to the value thereof immediately preceding extent acceptable to the commencement of such alteration orapplicable Rating Agencies, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration a Letter of Credit acceptable to Lender in its sole and absolute discretion. Such security shall be substantially in an amount equal in quality to, or better than, to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements or Equipment located on over the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyAlteration Threshold. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Lender’s prior written approval shall be required in connection with any alterations to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a 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) The Trustor may construct that are reasonably expected to have or does have a Material Adverse Effect on any new Improvement or otherwise alter or restore the Individual Property, provided (b) that (i) are structural in the case of nature or have an adverse effect on any alteration utility or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result HVAC system contained in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as 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 date hereof; (iv) prior Alteration Threshold. If the total unpaid amounts incurred and to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable be incurred with respect to such phase and all other consents or approvals required therefor; alterations to the Improvements shall at any time exceed the Alteration Threshold (v) with credit given for any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified balance in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to finance any such Improvementthe applicable Individual Property), alteration or restorationBorrower shall promptly deliver to Lender, or shall cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any lien servicing such Indebtedness except 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 any acceptable to the applicable Rating Agencies, or (iii) a Letter of Credit acceptable to Lender in its sole and absolute 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 lien constitutes a Permitted Lien (as defined in alterations to the Loan Agreement)Improvements over the Alteration Threshold.

Alterations. Lender’s prior approval (which approval shall not be unreasonably withheld or delayed) shall be required in connection with any alterations to any Improvements (a) The Trustor may construct any new Improvement or otherwise alter or restore that would be reasonably expected to have a Material Adverse Effect, (b) the Property, provided that (i) cost of which in the aggregate with all ongoing alterations is reasonably anticipated to exceed the Alteration Threshold or (c) that are structural in nature, except in each case of any alteration for alterations or restoration (subject tenant improvements being made expressly pursuant to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration existing Leases entered into pursuant to Section 7.4 or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property existing as of the date hereof; hereof (and as such are deemed approved by Lender). If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements under subsection (b) above shall at any time exceed the Alteration Threshold (other than Improvements for which Borrower has deposited Impounds as required hereunder), Borrower shall, if required in writing by Lender, 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) U.S. Obligations, (iii) other securities acceptable to Lender, or (iv) prior a completion bond acceptable to commencing any phase Lender. Such security shall be in an amount equal to the excess of any alteration or restoration, the Trustor shall obtain all permits applicable total unpaid amounts incurred and to be incurred with respect to such phase and all other consents or approvals required therefor; (v) any alterations to the Improvements over the Alteration Threshold. In addition to Borrower’s obligation to post security if the alteration or restoration exceeds the Alteration Threshold, Borrower shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds deliver to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed Lender title coverage reasonably acceptable to be a consent by the Beneficiary Lender to insure Lender for any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined ’s liens filed in the Loan Agreement) to finance any connection with such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes title coverage is available at a Permitted Lien (as defined reasonable cost in the Loan Agreementjurisdiction in which the Property is located. Any such security or excess funds shall be disbursed to Borrower to pay or reimburse Borrower for completed work related to such alterations, provided Borrower complies with the requirements for disbursements for work as set forth in Section 4.4.4(d) of Exhibit E (such work being performed in connection with such alterations being deemed “Work” in Section 4.4.4(d) of Exhibit E only for the purposes of disbursements pursuant to this Section 7.17). All such security or excess funds remaining after completion of the alteration shall be promptly returned to Borrower.

Alterations. Lender's prior approval shall be required in connection with any alterations to any Improvements, exclusive of alterations to tenant spaces required under any Lease, (a) The Trustor that may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in have a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien material adverse effect on the Property or (b) that, together with any interest therein 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 Alteration Threshold. Notwithstanding the provisions of subsection (b) above and provided that either the Original Borrower or a Borrower Principal Affiliate is Borrower under the Loan, Lender's prior approval shall not be required in connection with any Indebtedness alterations in excess of the Alteration Threshold, provided that Lender shall have received (a) a current Appraisal of the Property (or a letter update to the Appraisal delivered in connection with the closing of the Loan), (b) a certificate from Borrower and (c) such other evidence that would be satisfactory to a prudent institutional mortgage loan lender each indicating that such alterations will not impair (as defined security for the Loan) the fair market value of the real estate collateral portion of the Property, as determined by a prudent institutional secondary market lender. 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 and regardless of whether Lender's consent is required in connection with any such alterations, 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 AgreementDocuments any of the following: (i) to finance any such Improvementcash, alteration (ii) direct non-callable obligations of the United States of America or restorationother obligations which are "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any lien servicing such Indebtedness except to the extent any acceptable to the applicable Rating Agencies, (iii) other securities acceptable to Lender and the Rating Agencies, or (iv) a completion bond, provided that such lien constitutes a Permitted Lien (as defined completion bond is acceptable to the Lender and the Rating Agencies. Such security shall be in an amount equal to the Loan Agreement)excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold.

Alterations. Agent’s prior approval (not to be unreasonably withheld, conditioned or delayed), shall be required in connection with any alterations to any Improvements (except Tenant Improvements under any Lease in effect as of the Closing Date or any Lease approved or deemed approved by Agent), (a) The Trustor may construct that would reasonably be expected to have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or replacement), together with all other ongoing alterations, is reasonably anticipated to exceed the Alteration Threshold or (c) that are structural in nature. If the total unpaid amounts incurred and reasonably anticipated to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold (and such amounts are not otherwise alter or restore intended to be funded through Future Advances), Borrower shall promptly deliver to Agent as security for the Propertypayment of such amounts, provided that and as additional security for Borrower’s obligations under the Loan Documents, any of the following: (i) cash, (ii) letters of credit acceptable to Agent, or (iii) a guaranty reasonably acceptable to Agent. Such security shall be in an amount equal to the case 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 or anticipated to be funded through Future Advances) over the Alteration Threshold. Upon completion of any alteration or restoration permitted hereunder, (subject x) the Property shall continue to comply with all Legal Requirements and Permitted Encumbrances, and (y) any excess additional security delivered by Borrower with respect to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value completion thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality toreleased to Borrower. For the avoidance of doubt, or better than, the Improvements or Equipment located on the Property as of prior to the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain Agent has approved all permits applicable to such phase and all other consents or approvals alterations required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except made pursuant to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)WeWork Lease.

Alterations. (aA) The Trustor may construct Not to affix to or drill into any new Improvement slab, wall or otherwise alter or restore column bounding the Property, provided that demised premises. (i) in the case of Subject to sub-paragraph (C), not to make any alteration alterations or restoration (subject additions to the provisions of the Loan Agreement regarding the application of demised premises or any proceeds of insurance)installations, no Event of Default exists; conduits, plant or machinery serving them. (ii) For the avoidance of doubt, and without prejudice to the generality of sub-paragraph (i) above, not to make any alteration or restoration when completed shall not result in a reduction change to the architectural style of the value WCs within the demised premises. (C) Not to erect, alter or remove any demountable partitioning within the demised premises or carry out any other non-structural alterations to the demised premises without the consent of the Property below Landlord (such consent not to be unreasonably withheld or delayed) and otherwise than in accordance with a method statement submitted to and approved by the value thereof immediately preceding Landlord prior to the commencement of the works such approval not to be unreasonably withheld or delayed. (D) To procure that any such erection, alteration oror removal is carried out in strict accordance with the approved method statement by contractors approved by the Landlord such approval not to be unreasonably withheld or delayed. (E) To procure if the landlord reasonably so requires that where appropriate the contractors carrying out such erection, alteration or removal and the architects, engineers or other persons engaged in a consultative capacity in connection with their design or supervision enter into collateral assurances with the Landlord acknowledging in terms reasonably acceptable to the Landlord a duty of care to the Landlord in connection with the carrying out, design or supervision as the case of restoration, the value thereof immediately preceding the casualty or condemnation in question;may be. (iiiF) To remove on demand all alterations and additions made in contravention of this paragraph or in respect of which any alteration licence, approval, permission or restoration shall be substantially equal in quality to, consent is lawfully withdrawn or better than, the Improvements or Equipment located on the Property as lapses and make good all damage caused by such removal and restore all parts of the date hereof; (iv) prior demised premises affected to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements substantial condition and insurance requirements specified in properly decorated under the Loan Agreement; (vi) supervision and to the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use reasonable satisfaction of the PropertyLandlord. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with any alterations to any Improvements (specifically excluding any alterations in connection with the PR Restoration) (a) The Trustor that could reasonably be expected to have a Material Adverse Effect, (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold, but specifically excluding (1) the costs of any capital expenditures and tenant improvements set forth in Leases entered into in accordance with this Agreement, (2) Unfunded Obligations, (3) Immediate Repairs, (4) Environmental Work, (5) the additional environmental work set forth on Schedule 4.25 hereof, (6) the PR Restoration work and (7) alterations set forth on an Approved Annual Budget or (c) that are structural in nature and could reasonably be expected to have a Material Adverse Effect, which approval may construct be granted or withheld in Lender’s reasonable discretion. If the total unpaid amounts incurred and to be incurred with respect to any new Improvement or otherwise alter or restore alterations to the PropertyImprovements shall at any time exceed the applicable Alteration Threshold, provided that but specifically excluding the costs of any capital expenditures and tenant improvements set forth in Leases entered into in accordance with this Agreement, 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) in the case of any alteration or restoration cash, (subject ii) U.S. Obligations, (iii) other security reasonably acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the provisions form and issuer of same), or (iv) 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 Loan Agreement regarding total unpaid amounts incurred and to be incurred with respect to such alterations to the application of any proceeds of insurance), Improvements over the applicable Alteration Threshold and shall (1) so long as no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orand no Trigger Period has occurred and is continuing, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; Borrower and (vii2) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes that a Permitted Lien (as defined Trigger Period has occurred and is continuing, but no Event of Default is continuing, be deposited in the Loan Agreement)Cash Management Account, in each instance, when the remaining unpaid amounts with respect to such alterations are equal to or less than the Alteration Threshold. At any time that Lender’s approval is required under this Section 4.21, provided no Event of Default is continuing, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto.

Alterations. Borrower and Operating Lessee may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration (or are otherwise approved by Lender), (ii) do not materially adversely affect Borrower’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 Borrower’s and Operating Lessee’s business (it being understood that nothing in this clause (iii) shall prohibit Borrower 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 Operating Lessee shall perform any Material Alteration without Lender’s prior written consent not to be unreasonably withheld, conditioned or delayed. 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 Operating Lessee deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s and Operating Lessee’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or otherwise alter or restore the Property(iv) other securities acceptable to Lender, provided that (i) in the case of this clause (iv), 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 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 under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Operating Lessee’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any alteration Material Alteration security that is cash to fund (or restoration reimburse Borrower 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 Operating Lessee’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 Operating Lessee’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the provisions satisfaction of each of the Loan Agreement regarding following conditions: (x) as of the application date of any proceeds Borrower’s or Operating Lessee’s request, and as of insurance)the date of disbursement, no Event of Default exists; shall have occurred and be continuing, (iiy) any alteration Borrower’s or restoration when completed Operating Lessee’s written request shall not result in 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 reduction of description thereof, (B) stating that the value of the Property below the value thereof immediately preceding the commencement portion of such alteration or, in approved Material Alteration to be funded by the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, requested disbursement has been completed in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and insurance requirements specified that all prior releases, disbursement, or returns of security have been applied by Borrower or Operating Lessee to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender in its reasonable discretion that the Loan Agreementbalance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material 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); (vi5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower or Operating Lessee. Upon substantial completion of any Material Alteration, Borrower or Operating Lessee shall provide evidence satisfactory to Lender that (i) the Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property performance of tenant improvement work) have been issued. If Borrower or any interest therein or to any Indebtedness (Operating Lessee has provided cash security, as defined in the Loan Agreement) to finance any such Improvementprovided above, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower or Operating Lessee has provided non-cash security, as defined in provided above, except to the Loan Agreement)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. Lender’s prior written approval shall be required in connection with any alterations to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a 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) The Trustor may construct that are reasonably expected to have or does have a Material Adverse Effect on any new Improvement or otherwise alter or restore the Individual Property, provided (b) that (i) are structural in the case of nature or have an adverse effect on any alteration utility or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result HVAC system contained in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as 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 date hereof; (iv) prior Alteration Threshold. If the total unpaid amounts incurred and to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable be incurred with respect to such phase and all other consents or approvals required therefor; alterations to the Improvements shall at any time exceed the Alteration Threshold (v) with credit given for any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified balance in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to finance any such Improvementthe applicable Individual Property), alteration or restorationBorrower shall promptly deliver to Lender, or shall cause Senior Mezzanine Borrower to cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any lien servicing such Indebtedness except 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 any acceptable to the applicable Rating Agencies, or (iii) a Letter of Credit acceptable to Lender in its sole and absolute 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 lien constitutes a Permitted Lien (as defined in alterations to the Loan Agreement)Improvements over the Alteration Threshold.

Alterations. (a) The Trustor may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject With respect to the provisions Article 10 of the Loan Agreement regarding the application of any proceeds of insurance)Lease, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase Landlord and all other Tenant agree that Subtenant may make requests for consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligenceother submissions in respect of proposed Alterations directly to Landlord and, in such case, will concurrently with its delivery to Landlord, deliver a good and workmanlike mannerduplicate to Tenant. Landlord shall respond directly to Subtenant in connection with such requests or other submissions and, in compliance such case, if such response is in writing, will concurrently with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) delivery of such response to Subtenant, deliver a duplicate to Tenant. Any Alteration with respect to which Subtenant has procured Landlord’s approval shall not require the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost approval of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyTenant. (b) Nothing herein In requesting Landlord’s approval for an Alteration (or at any time thereafter), Subtenant shall separately identify which Alterations it wishes Landlord to designate as Non-Severable Material Alterations for purposes of insuring the same under the property insurance for the Building to be procured by Landlord pursuant to the Lease; without affecting Landlord’s approval right pursuant to Section 1.6(c)(ii) hereof, Landlord shall have no responsibility to regard any Alteration as a Non-Severable Material Alteration or to so insure the same unless so proposed by Tenant or Subtenant (as applicable). (c) With respect to Section 10.1 of the Lease: (i) Landlord shall not unreasonably withhold its approval to any Alteration proposed to be made by Subtenant (or Subtenant’s subtenants or assignees) (regardless whether the same is a Material Alteration), and (ii) If Tenant or Subtenant proposes that Landlord designate a Material Alteration as a Non-Severable Material Alteration pursuant to Section 1.6(b) above, Landlord, in its reasonable discretion, will make its determination in respect of such proposal (and deliver to Tenant or Subtenant, as applicable, notice of such determination) concurrently with Landlord’s approval of the Material Alteration in question; if Landlord fails to timely make such determination, then the Alterations proposed by Tenant or Subtenant, as applicable, shall be construed deemed to be Non-Severable Material Alterations; if an Alteration is not designated (and not deemed to be designated) a consent Non-Severable Material Alteration, then Landlord shall nevertheless have the right at any time subsequent to so designate it, provided that, if Tenant’s or Subtenant’s property insurance policy is then covering such Non-Severable Material Alteration, then until the expiration of such policy, Operating Expenses shall be adjusted so as to exclude therefrom the cost of insuring such Non-Severable Material Alteration under Landlord’s property insurance policy. (d) With respect to Section 10.2(a) of the Lease, Landlord shall not unreasonably withhold its approval of plans and specifications for any Material Alteration, and the procedure set forth in said Section 10.2(a) for Landlord’s review and approval or deemed approval of Alterations shall apply to Material Alterations; provided that the 10 business day periods and 5 business day periods referred to therein shall in each instance be deemed to be, respectively, 20 business day periods and 10 business day periods in respect of Material Alterations. (e) With respect to Section 10.2(b) of the Lease, Alterations by Tenant or Subtenant shall not require either Tenant or Subtenant to provide Landlord with the Beneficiary letter of credit or other security prescribed in said 10.2(b), provided, upon the completion of the Alterations in accordance with Article 10 of the Lease, Landlord shall nevertheless be entitled to any mechanic'sthe items described in clauses (B)(x), materialman's(y) and (z) of the third sentence of said Section 10.2(b). (f) With respect to Section 10.2(c) of the Lease, supplier'sTenant’s obligation to procure the insurance coverage described therein may be satisfied, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreementevent of Alterations to be constructed by Subtenant, by Subtenant’s procurement of such coverage. (g) With respect to finance any such ImprovementSection 10.3 of the Lease: (i) Clause (ii) of Section 10.3(a) of the Lease is hereby amended and restated as follows: “ (ii) Landlord reasonably determines that the Alteration in question is not consistent with or typical for general multi-tenanted office, alteration technology, research and development facilities in the vicinity of the Premises (including, without limitation, by reason of where in the Premises the Alteration is to be located or restoration, the style or any lien servicing such Indebtedness except materials in which the Alteration is to be executed) or that the Alteration in question is unique to the extent any occupant, such lien constitutes a Permitted Lien (as defined signage identifying the occupant.” The sentence in the Loan Agreement)Lease following said clause (ii) is hereby deleted.

Alterations. Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration, (ii) do not materially adversely affect Borrower’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 Borrower’s business (it being understood that nothing in this clause (iii) shall prohibit Borrower 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 PIP Expense). Borrower shall not perform any Material Alteration without Lender’s prior written consent not to be unreasonably withheld, conditioned or delayed. 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 deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or otherwise alter or restore the Property(iv) other securities acceptable to Lender, 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 total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements at such Individual Property(ies) (iother than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the case Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any Material Alteration security that is cash to fund (or reimburse Borrower for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any alteration or restoration Letter of Credit in consideration of Borrower’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 written request. Lender’s obligation to make disbursements hereunder shall be subject to the provisions satisfaction of each of the Loan Agreement regarding following conditions: (x) as of the application date of any proceeds Borrower’s request, and as of insurance)the date of disbursement, no Event of Default exists; shall have occurred and be continuing, (iiy) any alteration or restoration when completed Borrower’s written request shall not result in 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 reduction of description thereof, (B) stating that the value of the Property below the value thereof immediately preceding the commencement portion of such alteration or, in approved Material Alteration to be funded by the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, requested disbursement has been completed in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and insurance requirements specified that all prior releases, disbursement, or returns of security have been applied by Borrower to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender in its reasonable discretion that the Loan Agreementbalance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material 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); (vi5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property or any interest therein or to any Indebtedness (performance of tenant improvement work) have been issued. If Borrower has provided cash security, as defined in the Loan Agreement) to finance any such Improvementprovided above, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower has provided non-cash security, as defined in provided above, except to the Loan Agreement)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. (a) The Trustor may construct Borrower shall obtain Lender’s prior written consent to any new Improvement or otherwise alter or restore the Propertyalterations to any Improvements, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result in be unreasonably withheld or delayed except with respect to alterations that may have a reduction of material adverse effect on Borrower’s financial condition, the value of the Property below or the value thereof immediately preceding Property’s Net Operating Income. Notwithstanding the commencement of such alteration orforegoing, Lender’s consent shall not be required in the case of restorationconnection 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, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall at any time exceed $250,000.00 (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 under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof immediately preceding in connection with any Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the casualty term of such bond or condemnation letter of credit is no longer than three (3) months or, if such term is in question; excess of three (iii3) months, issued by a financial institution having a rating that is acceptable to Lender and that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any alteration Securities or restoration class thereof in connection with any Securitization. Such security shall be substantially in an amount equal in quality to, or better than, to the excess of the total unpaid amounts with respect to alterations to the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to other than such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed amounts to be a consent paid or reimbursed by Tenants under the Beneficiary Leases) over the Threshold Amount and Lender may apply such security from time to any mechanic's, materialman's, supplier's, repairman's or similar lien on time at the Property or any interest therein or option of Lender to any Indebtedness (as defined in the Loan Agreement) to finance any pay for such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)alterations.

Alterations. (a) The Trustor may construct Borrower shall obtain Lender's prior written consent to any new Improvement or otherwise alter or restore the Propertyalterations to any Improvements, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result in be unreasonably withheld or delayed except with respect to alterations that may have a reduction of material adverse effect on Borrower's financial condition, the value of the Property below or the value thereof immediately preceding Net Operating Income. Notwithstanding the commencement 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 date hereof, (b) tenant improvement work performed pursuant to the terms of any Lease executed after the date hereof, provided that such alteration orLease shall satisfy the requirements of Section 5.1.20, or (c) alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, and in the case of restorationclause (c), provided such alterations will not have a material adverse effect on Borrower's financial condition, the value of the Property or the Net Operating Income. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) (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 under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof immediately preceding in connection with any Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than "A-1+" if the casualty term of such bond or condemnation letter of credit is no longer than three (3) months or, if such term is in question; excess of three (iii3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any alteration Securities or restoration class thereof in connection with any Securitization. Such security shall be substantially in an amount equal in quality to, or better than, to the excess of the total unpaid amounts with respect to alterations to the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to other than such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed amounts to be a consent paid or reimbursed by tenants under the Beneficiary Leases) over the Threshold Amount and Lender may apply such security from time to any mechanic's, materialman's, supplier's, repairman's or similar lien on time at the Property or any interest therein or option of Lender to any Indebtedness (as defined in the Loan Agreement) to finance any pay for such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)alterations.

Alterations. Any Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration, (ii) do not adversely affect such Borrower’s financial condition or the value or net operating income of such Property and (iii) are in the ordinary course of such Borrower’s business. No Borrower shall perform any Material Alteration without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, so long as no Event of Default is continuing. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrowers deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrowers’ Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or otherwise alter (v) a completion bond. 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 restore reimbursed by Tenants under the Leases) over the Alteration Threshold for such Property, provided 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, Borrowers shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration 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 Borrowers have provided cash security, as provided above, such cash shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property released by Lender to fund such Material Alterations as of the date hereof; (iv) prior work progresses subject to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payreasonable disbursement conditions established by Lender, and shall promptly and fully payif Borrowers have provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall promptly release and return such security upon Borrowers’ satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Improvements located on any Property (a) The Trustor that may construct have a material adverse effect on the financial condition of any new Improvement Borrower or otherwise alter Operating Lessee, the value of such Property or restore the ongoing revenues and expenses of such Property, provided that or (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold for such Property (either of the foregoing, a “Material Alteration”). If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on any Property shall at any time exceed the Alteration Threshold for such Property, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations either (i) a completion guaranty executed by Guarantors and in the case form and substance reasonably acceptable to Lender, guaranteeing to Lender completion of any alteration such Material Alteration and payment of all costs and expenses incurred or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)be incurred with respect thereto, no Event of Default exists; or (ii) any alteration or restoration when completed shall not result in a reduction of the value following: (A) cash, (B) a Letter of Credit, (C) U.S. Obligations, (D) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation from the applicable Rating Agencies as to the form and issuer of same, or (E) a completion bond, provided that Lender shall have received a Rating Agency Confirmation from the applicable Rating Agencies as to the form and issuer of same. If Borrowers elect to deliver security under the preceding clause (ii), such security shall be in an amount equal to the excess of the Property below total unpaid amounts incurred and to be incurred with respect to such Material Alteration over the value thereof immediately preceding Alteration Threshold for the commencement applicable Property. Upon substantial completion of such alteration orany Material Alteration, Borrowers shall provide evidence satisfactory to Lender that (1) the Material Alteration was constructed in accordance with applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the case Material Alteration have been paid in full and have delivered unconditional releases of restorationliens, and (3) all material licenses and permits necessary for the value thereof immediately preceding use, operation and occupancy of the casualty Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued, whereupon the completion guaranty or condemnation in question; the security (iii) or any alteration or restoration remaining portion thereof), as applicable, delivered to Lender shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior returned to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyBorrowers. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct Borrower shall obtain Lender’s prior consent to any new Improvement or otherwise alter or restore the Propertyalterations to any Improvements, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result in be unreasonably withheld, conditioned or delayed except with respect to any alterations to any Improvements which may have a reduction of material adverse effect on Borrower’s financial condition, the value of the Property below or the value thereof immediately preceding Net Operating Income. Notwithstanding the commencement of such alteration orforegoing, Lender’s consent shall not be required in the case of restorationconnection with any alterations that will not have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with tenant improvement work performed pursuant to, or alterations permitted without Borrower’s consent by, the terms of any Lease approved by Lender pursuant to the terms of this Agreement, (b) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements and the aggregate cost thereof immediately preceding does not exceed One Million and 00/100 Dollars ($1,000,000.00), or (c) are performed in connection with Restoration after the casualty occurrence of a Casualty in accordance with the terms and provisions of the Mortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or condemnation in question; reimbursed by tenants under the Leases or by disbursements from the Rollover Reserve Funds) shall at any time exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Threshold Amount”), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations any of the following: (i) cash, (ii) U.S. Obligations, (iii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any alteration Securities or restoration any class thereof in connection with any Securitization, or (iv) 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, and (B) that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be substantially in an amount equal in quality to, or better than, to the excess of the total unpaid amounts with respect to alterations to the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to other than such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed amounts to be a consent paid or reimbursed by tenants under the Beneficiary Leases or by disbursements from the Rollover Reserve Funds) over the Threshold Amount and Lender may apply such security from time to any mechanic's, materialman's, supplier's, repairman's or similar lien on time at the Property or any interest therein or option of Lender to any Indebtedness (as defined in the Loan Agreement) to finance any pay for such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)alterations.

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with (I) any alterations to any Improvements with respect to any Individual Property that is not a Triple Net Leased Property (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to any Individual Property that is a Triple Net Leased Property to the extent that Borrower has the right to consent to, or approve, such alterations, in each instance (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or restore (c) that are structural in nature, which approval may be granted or withheld in Lender’s reasonable discretion. If the Propertytotal unpaid amounts incurred and to be incurred with respect to any such Landlord Alterations to the Improvements shall at any time exceed the applicable Alteration Threshold, provided that 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security reasonably acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to commencing any phase of any alteration the same) or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration 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 effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in an amount equal to the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Property. (b) Nothing herein shall be construed total unpaid amounts incurred and to be a consent by the Beneficiary incurred with respect to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except alterations to the extent any such lien constitutes a Permitted Lien (as defined in Improvements over the Loan Agreement)applicable Alteration Threshold.

Alterations. Borrower shall obtain Lender’s prior consent to any Alterations to any Improvements, which consent shall not be unreasonably withheld, conditioned or delayed except with respect to any Alterations to any Improvements which may have a Material Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any Alterations that will not have a Material Adverse Effect, provided that such Alterations (a) The Trustor may construct are made in connection with tenant improvement work performed pursuant to, or Alterations permitted without Borrower’s consent by, the terms of any new Improvement Lease approved by Lender pursuant to the terms of this Agreement, (b) do not adversely affect any structural component of any Improvements, any utility or otherwise alter HVAC system contained in any Improvements or restore the Propertyexterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed One Million and 00/100 Dollars ($1,000,000.00), provided that or (c) are performed in connection with Restoration after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to Alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases or by disbursements from the Reserve Funds) shall at any time exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Threshold Amount”), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations any of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not U.S. Obligations, (iii) 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 reduction downgrade, withdrawal or qualification of the value initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (iv) a Letter of Credit, or (v) a completion and performance bond issued by an Approved Bank. Such security shall be in an amount equal to the excess of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, total unpaid amounts with respect to Alterations to the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to other than such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed amounts to be a consent paid or reimbursed by tenants under the Beneficiary Leases or by disbursements from the Reserve Funds) over the Threshold Amount and Lender may apply such security from time to any mechanic's, materialman's, supplier's, repairman's or similar lien on time at the Property or any interest therein or option of Lender to any Indebtedness (as defined in the Loan Agreement) to finance any pay for such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Alterations.

Alterations. (a) The Trustor may construct Lender’s prior approval shall be required in connection with any new Improvement or otherwise alter or restore the Property, provided that alterations to any Improvements (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)that may have a material adverse effect on Borrower’s financial condition, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below or the value thereof immediately preceding ongoing revenues and expenses of the commencement Property, or (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold (either 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 alteration oramounts and as additional security for Borrower’s Obligations under the Loan Documents any of the following: (i) cash, (ii) a letter of credit in the case of restorationform and substance satisfactory to Lender, the value thereof immediately preceding the casualty or condemnation in question; issued by a financial institution satisfactory to Lender, (iii) any alteration or restoration shall be substantially equal in quality toother securities acceptable to Lender, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond. Such security shall be in an amount equal to commencing any phase 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. Upon substantial completion of any alteration or restorationMaterial Alteration, the Trustor Borrower shall obtain all permits applicable provide evidence satisfactory to such phase and all other consents or approvals required therefor; Lender that (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vii) the Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreementperformance of tenant improvement work) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)have been issued.

Alterations. Borrower may, without Lender’s consent, permit Owner to perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration, (ii) do not materially adversely affect Borrower’s or Owner’s financial condition or the value or net operating income of the Properties or of any Individual Property, and (iii) are in the ordinary course of Owner’s business (it being understood that nothing in this clause (iii) shall prohibit Owner from carrying out FF&E Work to the extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved PIP Expense). Borrower shall not permit Owner 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 is no longer outstanding, 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 deliver (or cause Owner to deliver) to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or otherwise alter or restore the Property(iv) other securities acceptable to Lender, 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 total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements at such Individual Property(ies) (iother than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the case Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any Material Alteration security that is cash to fund (or reimburse Borrower or Owner for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any alteration or restoration Letter of Credit in consideration of Borrower’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 written request. Lender’s obligation to make disbursements hereunder shall be subject to the provisions satisfaction of each of the Loan Agreement regarding following conditions: (x) as of the application date of any proceeds Borrower’s request, and as of insurance)the date of disbursement, no Event of Default exists; shall have occurred and be continuing, (iiy) any alteration or restoration when completed Borrower’s written request shall not result in 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 reduction of description thereof, (B) stating that the value of the Property below the value thereof immediately preceding the commencement portion of such alteration or, in approved Material Alteration to be funded by the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, requested disbursement has been completed in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and insurance requirements specified that all prior releases, disbursement, or returns of security have been applied by Borrower or Owner to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender in its reasonable discretion that the Loan Agreementbalance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material 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); (vi5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower. Upon substantial completion of any Material Alteration, Borrower shall provide (or cause Owner to provide) evidence satisfactory to Lender that (i) the Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property performance of tenant improvement work) have been issued. If Borrower has provided (or any interest therein or caused Owner to any Indebtedness (provide) cash security, as defined in the Loan Agreement) to finance any such Improvementprovided above, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower has provided (or has caused Owner to provide) non-cash security, as defined in provided above, except to the Loan Agreement)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. After the Completion of the Improvements (a) The Trustor Lender’s prior approval shall be required in connection with any alterations to any Improvements that may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration have a material adverse effect on Borrower’s, Mortgage Borrower’s or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration First Mezzanine Borrower’s financial condition or restoration when completed shall not result in a reduction of the value of the Property below related Property, (ii) result in a material reduction of the value thereof immediately preceding square footage of the commencement of such alteration orrelated Improvements, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration adversely affect the use or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as operation of the date hereof; related Improvements and/or (iv) prior require an amendment to commencing the Offering Plan or the Declaration of Condominium. If the total unpaid amounts incurred and to be incurred with respect to any phase 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 alteration of the following: (i) cash, (ii) U.S. Obligations or restoration, (iii) other securities reasonably acceptable in all respects to Lender and that the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligenceRating Agencies have confirmed in writing will not, in and of itself, result in a good and workmanlike mannerdowngrade, withdrawal or qualification of the then current ratings assigned to any Securities or any class thereof in compliance connection with all applicable legal requirements and insurance requirements specified in the Loan Agreement; any Securitization (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration provided that such collateral will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except required to the extent any such lien constitutes a Permitted Lien collateral has been deposited with Mortgage Lender pursuant to the terms of the Mortgage Loan Documents or with First Mezzanine Lender pursuant to the terms of the First Mezzanine Loan Documents). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements (as defined in other than such amounts to be paid or reimbursed by Tenants under the Loan Agreement)Leases) over the Alteration Threshold.

Alterations. Borrower and Leasehold Pledgor may, without Lender’s consent, permit Owner and Operating Lessee to perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration (or are 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 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 is no longer outstanding, 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 such Material Alteration and as additional security for Borrower’s and Leasehold Pledgor’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or otherwise alter or restore the Property(iv) other securities acceptable to Lender, provided that (i) in the case of this clause (iv), 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 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 under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Leasehold Pledgor’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any alteration Material Alteration security that is cash to fund (or restoration reimburse Borrower, 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 provisions satisfaction of each of the Loan Agreement regarding following conditions: (x) as of the application date of any proceeds Borrower’s or Leasehold Pledgor’s request, and as of insurance)the date of disbursement, no Event of Default exists; shall have occurred and be continuing, (iiy) any alteration Borrower’s or restoration when completed Leasehold Pledgor’s written request shall not result in 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 reduction of description thereof, (B) stating that the value of the Property below the value thereof immediately preceding the commencement portion of such alteration or, in approved Material Alteration to be funded by the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, requested disbursement has been completed in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and insurance requirements specified that all prior releases, disbursement, or returns of security have been applied by Borrower, 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 in its reasonable discretion that the Loan Agreementbalance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material 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); (vi5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower or Leasehold Pledgor. Upon substantial completion of any Material Alteration, Borrower or Leasehold Pledgor shall provide (or cause Owner or Operating Lessee to provide) evidence satisfactory to Lender that (i) the Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property performance of tenant improvement work) have been issued. If Borrower or any interest therein Leasehold Pledgor has provided (or caused Owner or Operating Lessee to any Indebtedness (provide) cash security, as defined in the Loan Agreement) to finance any such Improvementprovided above, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien 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 Owner or Operating Lessee to provide) non-cash security, as defined in provided above, except to the Loan Agreement)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. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with (I) any alterations by Borrower to any Improvements with respect to the Property (other than pursuant to a Major Lease) (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to the Property by any Tenant under any Lease (other than pursuant to a Major Lease) to the extent that Borrower has the right to consent to, or approve, such alterations, in each instance of (I) or (II) (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or restore (c) that materially adversely affects a material structural component of the Property, provided that which approval, with respect to each of the preceding clauses (b) through (c) may be granted or withheld in Lender’s reasonable discretion and, with respect to each of the preceding clause (a) may be granted or withheld in Lender’s sole discretion. If the total unpaid amounts incurred and to be incurred with respect to any such Landlord Alterations to the Improvements shall at any time exceed the applicable 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security reasonably acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to commencing any phase of any alteration the same) or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same if Lender determines the same is necessary). Such security shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in an amount equal to the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Property. total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the applicable Alteration Threshold. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section 4.21 (bother than with respect to an alteration which may have a Material Adverse Effect) Nothing herein and Lender thereafter fails to approve or disapprove the same, Lender’s approval shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except deemed given with respect to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)matter for which approval was requested.

Alterations. Notwithstanding anything contained herein to the contrary, Lender’s prior approval shall be required in connection with any alterations to any Improvements (which alterations shall not include the SRO Unit Conversion Work solely to the extent that funds have been reserved for such SRO Unit Conversion Work pursuant to the Mortgage Loan Documents) (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or restore (c) that are structural in nature, which approval may be granted or withheld in Lender’s sole discretion. If the Propertytotal unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements (which alterations shall not include the SRO Unit Conversion Work solely to the extent that funds have been reserved for such SRO Unit Conversion Work pursuant to the Mortgage Loan Documents) shall at any time exceed the applicable Alteration Threshold, provided that Borrower shall (or shall cause Mortgage Borrower to) promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to commencing any phase the form and issuer of any alteration or restoration, same). Such security shall be in an amount equal to the Trustor shall obtain all permits applicable excess of the total unpaid amounts incurred and to be incurred with respect to such phase and all other consents or approvals required therefor; alterations to the Improvements (v) any alteration or restoration which alterations shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in not include the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except SRO Unit Conversion Work solely to the extent any that funds have been reserved for such lien constitutes a Permitted Lien (as defined in SRO Unit Conversion Work pursuant to the Mortgage Loan Agreement)Documents) over the Alteration Threshold.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except Tenant Improvements under any Lease in effect as of the Closing Date or any Lease approved or deemed approved by Lender and except for any alterations Tenant has the right to make under its Lease without Borrower’s consent or where such consent may not be withheld unreasonably or under any lesser standard (in which case the lesser standard applicable to the Borrower’s consent under such Tenant’s Lease shall be deemed to be applicable to the Lender) notwithstanding any provision in this Section 4.1.10 to the contrary), (a) The Trustor that would reasonably be expected to have a Material Adverse Effect, in which case, Lender’s approval, may construct be granted or withheld in Lender’s sole discretion, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement), together with all other ongoing alterations, is reasonably anticipated to exceed the Alteration Threshold, in which case, Lender’s approval, may be granted or restore withheld in Lender’s reasonable discretion, or (c) that are structural in nature, in which case, Lender’s approval, may be granted or withheld in Lender’s reasonable discretion. If the Propertytotal unpaid amounts incurred and reasonably anticipated to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, provided that 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) Letters of Credit, or (iii) a guaranty (in form reasonably acceptable to Lender) from Sponsor (so long as Sponsor has an Investment Grade Rating at such time) or from another Person acceptable to Lender in its sole discretion; provided, however, the case right to provide Lender with a guaranty hereunder is conditioned upon Borrower delivering to Lender a New Non- Consolidation Opinion in connection therewith, as well as such other legal opinions as may be reasonably requested by Lender in connection with the guaranty. 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. Upon completion of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)permitted hereunder, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior continue to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance comply with all applicable legal requirements Legal Requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyPermitted Encumbrances. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold or restore (c) that are structural in nature; provided, however, that with respect to items (a) and (b) above, such approval may be granted or withheld in Lender’s reasonable discretion, and with respect to item (c) above, such approval may be granted or withheld in Lender’s sole discretion. If the Propertytotal unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the Alteration Threshold, provided that Borrower shall promptly deliver to Lender as security for the payment of such amounts (the “Alteration Security”) and as additional security for Borrower’s obligations under the Loan Documents any of the following as determined by Borrower: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration U.S. Obligations, (iii) other securities acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or restoration when completed (iv) a completion bond (provided that Lender shall not result have received a Rating Agency Confirmation as to the form and issuer of same). Such security shall be in a reduction an amount equal to the excess of the value of total unpaid amounts incurred and to be incurred with respect to such alterations to the Property below Improvements over the value thereof Alteration Threshold. Notwithstanding the immediately preceding sentence to the commencement of such alteration orcontrary, in the case event a Lease permits the Tenant thereunder to perform alterations without Mortgage Borrower’s consent or approval (or if the Tenant has obtained such consent or approval from Mortgage Borrower prior to the Closing Date and Borrower has advised Lender in writing of restorationsuch approval) and without any requirement to deliver any Alteration Security as required hereunder, and such Tenant maintains a long term unsecured debt rating of “BBB-” or better by S&P (or an equivalent rating by the value thereof immediately preceding the casualty other Rating Agencies), then such Alteration Security shall not be required hereunder. All alterations by Borrower or condemnation in question; (iii) Mortgage Borrower to any alteration or restoration Improvements shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase made lien-free and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, manner in compliance accordance with all applicable legal requirements Applicable Laws. Notwithstanding the foregoing provisions of this Section 4.21, (i) Lender hereby approves the alterations contemplated by the Fifth Amendment to Lease, provided same are completed in accordance with the terms and insurance requirements specified conditions thereof, and (ii) to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the Loan Agreement; (vi) the Trustor obligations under its Lease, such Tenant shall have the funds right to payperform any alterations explicitly set forth in such Lease (which do not require Mortgage Borrower’s consent or for which such consent was obtained from Borrower prior to the Closing Date and Borrower has advised Lender in writing of such consent) in accordance with the express terms thereof and, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined rights conflict or are inconsistent with the provisions of this Section 4.21, the provisions set forth in the Loan Agreement)such Lease shall govern and control.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved or deemed approved by Lender or under any Lease for which approval was not required by Lender under this Agreement) (a) The Trustor may construct any new Improvement or otherwise alter or restore the Propertythat is reasonably likely to have a material adverse effect on Borrower’s financial condition, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below or the value thereof immediately preceding ongoing revenues and expenses of the commencement Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in Lender’s reasonable 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 alteration oramounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (such security, in the case “Alteration Security”): (i) cash, (ii) Letters of restorationCredit, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality toU.S. Obligations, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior other securities reasonably acceptable to commencing any phase Lender, provided that, if the Loan shall have been included in a Securitization, Lender shall have received a Rating Agency Confirmation as to the form and issuer of any alteration same, or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration a completion bond, provided that, if the Loan shall have been included in a Securitization, Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be effected in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with due diligencerespect to such alterations to the Improvements over the Alteration Threshold. Provided that no Event of Default shall have occurred and be continuing, any Alteration Security held by Lender in a good and workmanlike manner, in compliance accordance with all applicable legal requirements and insurance requirements specified this Section 4.1.10 shall be returned to Borrower in the Loan Agreement; event that Borrower provides Lender with reasonably satisfactory evidence that (vix) the Trustor shall have aggregate unpaid amount with respect to the funds alteration to pay, and shall promptly and fully pay, which such Alteration Security relates is less than the cost of any alteration or restoration; Alteration Threshold and (viiy) after the release of such Alteration Security, adequate Alteration Security shall remain on deposit with Lender with respect any alteration will not adversely affect the present use of the Propertyother alterations then undertaken by Borrower in accordance with this Section 4.1.10. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor Borrower and Operating Lessee shall obtain Lender’s prior 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 that will not have a Material Adverse Effect, provided that such alterations are made in connection with (i) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, (ii) tenant improvement work performed pursuant to the terms and provisions of any Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (iv) alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, (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 due and payable with respect to 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 “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 under the Loan Documents any of the following: (A) Cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and, if a Securitization has occurred, a Rating Agency Confirmation with respect to such securities or (D) a Letter of Credit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases 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 Threshold Amount and may construct be applied from time to time at the option of Lender to pay for such alterations. 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 new Improvement security required under Section 5.1.21(a), Borrower shall deposit with Lender prior to demolition or otherwise alter construction either cash or restore 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 (provided that, if such project cost budget includes a contingency of not less than ten percent (10%) of the 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) in on the case of any alteration or restoration (subject date such request is received by Lender and on the date such payment is to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)be made, no Event of Default existsshall exist and remain uncured; USActive 30748472.10 -77- (ii) any alteration or restoration when completed each request for release of the Completion Security shall not result be in a reduction 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 materials (grouped by type or category) used in any Expansion Alteration other than the purchase or replacement of specific items, and (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 value of the Property below the value thereof immediately preceding the commencement of such alteration or, subject Expansion Alteration satisfactory to Lender in the case of restoration, the value thereof immediately preceding the casualty or condemnation in questionits reasonable judgment; (iii) Borrower shall pay all invoices in connection with the 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 alteration release, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or restoration 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 substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of effective through the date hereof; covered by the previous release of funds request); (iv) prior If (A) the cost of an Expansion Alteration exceeds $25,000.00, (B) the contractor performing such Expansion Alteration requires periodic payments pursuant to commencing any phase terms of any alteration 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 restorationhave been installed in the Property, the Trustor shall obtain all permits applicable to such phase and (3) all other consents 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 approvals required thereforsubcontractor 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 any alteration or restoration shall be effected calendar month and (except in connection with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vifinal disbursement) the Trustor shall have the funds to pay, and shall promptly and fully pay, the total cost of all Expansion Alterations in any alteration or restoration; and (vii) any alteration will request shall not adversely affect the present use of the Propertybe less than $5,000.00. (b) Nothing herein All or a portion, as applicable, of the Operations Security delivered to Lender pursuant to this Section 5.1.21, shall be construed deposited (in the case of a 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 a consent made, together with an Officer’s Certificate setting forth the amount of the Shortfall to be covered by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien such deposit; and (ii) on the Property or any interest therein or date such request is received by Lender and on the date such deposit is to any Indebtedness (as defined 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 in accordance with, this Agreement, the Cash Management Agreement and the other Loan Agreement) 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 Operations Security may be applied from time to finance any such Improvement, alteration time at the option of Lender to cover Shortfalls or restoration, or any lien servicing such Indebtedness except otherwise to the extent any such lien constitutes a Permitted Lien (as defined in payment of the Loan Agreement)Debt.

Alterations. Lender’s prior written approval, not to be unreasonably withheld, conditioned or delayed, shall be required in connection with any alterations to any 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 (as each of the foregoing is defined in Article 9) (a) The Trustor may construct that are reasonably expected to have or does have a Material Adverse Effect, (b) that are structural in nature or have an adverse effect on any new Improvement utility or otherwise alter HVAC system contained in the Improvements or restore the Propertyexterior of any building constituting a part of any Improvements or (c) that, provided 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 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 under the Loan Documents, any of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction direct non-callable obligations of the value United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Property below Investment Company Act of 1940, to the value thereof immediately preceding extent acceptable to the commencement of such alteration orapplicable Rating Agencies, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration a Letter of Credit reasonably acceptable to Lender. Such security shall be substantially in an amount equal in quality toto the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold. For the avoidance of doubt, any Required Repairs, Replacements or Room Split Work for which amounts are reserved, or better thanwhich are otherwise required to be performed by Borrower hereunder, the Improvements or Equipment located on the Property as shall not constitute Alterations requiring Lender approval (without derogation of the date terms of Article 9 hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Borrower and Leasehold Pledgor may, without Lender’s consent, permit Owner and Operating Lessee to perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration (or are 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 such Material Alteration and as additional security for Borrower’s and Leasehold Pledgor’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or otherwise alter or restore the Property(iv) other securities acceptable to Lender, provided that (i) in the case of this clause (iv), 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 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 under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Leasehold Pledgor’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any alteration Material Alteration security that is cash to fund (or restoration 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 provisions satisfaction of each of the Loan Agreement regarding following conditions: (x) as of the application date of any proceeds Borrower’s or Leasehold Pledgor’s request, and as of insurance)the date of disbursement, no Event of Default exists; shall have occurred and be continuing, (iiy) any alteration Borrower’s or restoration when completed Leasehold Pledgor’s written request shall not result in 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 reduction of description thereof, (B) stating that the value of the Property below the value thereof immediately preceding the commencement portion of such alteration or, in approved Material Alteration to be funded by the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, requested disbursement has been completed in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and insurance requirements specified 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 in its reasonable discretion that the Loan Agreementbalance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material 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); (vi5) 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 Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property performance of tenant improvement work) have been issued. If Borrower or any interest therein Leasehold Pledgor has provided (or caused Mezzanine A Borrower, Mezzanine A Leasehold Pledgor, Owner or Operating Lessee to any Indebtedness (provide) cash security, as defined in the Loan Agreement) to finance any such Improvementprovided above, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien 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 defined in provided above, except to the Loan Agreement)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. Lender’s prior approval shall be required in connection with any alterations to the Property (a)(i) that could have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could adversely affect any structural component of any Improvements, any utility or HVAC system at the Property or the exterior of any building constituting a part of any Improvements or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) The Trustor or (b), may construct any new Improvement be granted or otherwise alter or restore the Property, provided that (i) withheld in the case of any Lender’s sole discretion. Any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal done and completed by Borrower in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase an expeditious and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good diligent fashion and workmanlike manner, in compliance with all applicable legal requirements Legal Requirements. If the total unpaid amounts incurred and insurance requirements specified in to be incurred with respect to such alterations to the 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 under the Loan AgreementDocuments any of the following: (A) cash, (B) Letters of Credit, (C) U.S. Obligations or (D) other securities acceptable to Lender, 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; (viprovided that the applicable Leases shall be in full force and effect) over the Trustor Alteration Threshold, and, at Lender’s option, Lender shall have the funds right to pay, and shall promptly and fully pay, the cost apply such security from time to time to pay for such alterations. Upon substantial completion of any alteration to the Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration; services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (vii3) any alteration will not adversely affect all licenses and permits necessary for the present use use, operation and occupancy of the Property. (b) Nothing herein Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall be construed to be diligently pursue procuring a consent by permanent license or permit from the Beneficiary applicable Governmental Authority. Lender hereby confirms that it has approved the Restaurant Renovation Project and the SRO Conversion Project, provided that Borrower shall obtain Lender’s prior written approval with respect to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined material change in the Loan Agreement) to finance any such Improvementscope of the Restaurant Renovation Project or the SRO Conversion Project, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined which approval may be conditioned upon Borrower’s delivery of additional security in the Loan Agreement)an amount reasonably determined by Lender.

Alterations. Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration, (ii) are not reasonably expected to result in a Material Adverse Effect and (iii) are in the ordinary course of Borrower’s business. Borrower shall not 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 security for payment of the cost of such alterations in excess of the Alteration Threshold and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement or otherwise alter or restore of the Propertyfollowing: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, (v) a completion bond or (vi) an Alteration Deficiency Guaranty; provided, that the aggregate amount of costs that may be guaranteed by all Alteration Deficiency Guaranties delivered hereunder shall not exceed (A) five percent (5%) of the Outstanding Principal Balance and (B) together with any Letters of Credit, collectively, ten percent (10%) of the Outstanding Principal Balance. If any Guarantor under an Alteration Deficiency Guaranty no longer maintains an Investment Grade Rating, then such Guarantor shall pay the amount of the applicable Alteration Deficiency Guaranty to Lender in cash within three (3) Business Days. 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 Borrower has provided cash security, Borrower shall have the right from time to time to draw upon such security pursuant to reasonable disbursement mechanisms customarily established by Lender and to reduce such security as Borrower expends funds to complete such Material Alteration. Upon completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements in all material respects, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration for an amount in excess of $500,000 have been paid in full and have delivered unconditional releases of liens (or such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender), and (iii) all material licenses and permits necessary for the use, operation and occupancy of the value Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. Upon Borrower’s satisfaction of the Property below requirements of the value thereof immediately preceding sentence, (x) if Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alteration and (y) if Borrower has provided non-cash security, as provided above, except to the commencement of extent applied by Lender to fund such alteration Material Alteration, Lender shall release and return any security provided by Borrower (or, in the case of restorationan Alteration Deficiency Guaranty, terminate the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan AgreementAlteration Deficiency Guaranty).

Alterations. Other than any alterations which constitute the Project, L▇▇▇▇▇’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor that could reasonably be expected to have a Material Adverse Effect, (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, (c) that are structural in nature, which approval may construct be granted or withheld in Lender’s reasonable discretion, or (d) made during the continuance of an Event of Default (any new Improvement of the foregoing, a “Material Alteration”). If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements from and after Completion of the Project shall at any time exceed the Alteration Threshold (unless the cost of such Material Alteration is eligible for disbursement from the Replacement Reserve Account, in which case Borrower shall be given a credit for amounts on deposit in the Replacement Reserve Account), 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 acceptable to Lender, (iii) securities acceptable to Lender, or otherwise alter or restore (iv) a completion bond acceptable to Lender. Such security shall be in an amount equal to one hundred twenty-five percent (125%) of the Propertyexcess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold (such security, provided the “Alterations Security”). Upon substantial completion of any Material Alteration, (x) 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 case Material Alteration have been paid in full and have delivered unconditional releases of any alteration or restoration liens, and (subject to iii) all material licenses and permits necessary for the provisions use, operation and occupancy of the Loan Agreement regarding Material Alteration (other than those which depend on the application performance of any proceeds of insurance), tenant improvement work) have been issued and (y) provided no Event of Default exists; (ii) is then continuing, any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration remaining Alterations Security shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior promptly returned to commencing any phase Borrower. Prior to substantial completion of any alteration or restorationMaterial Alteration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent the Alterations Security shall exceed one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to any such lien constitutes Material Alteration, Borrower shall be entitled to a Permitted Lien release of such excess Alterations Security (as defined e.g., the amount by which such Alterations Security exceeds one hundred twenty-five percent (125%) of the excess of the total unpaid amounts incurred and to be incurred with respect to any such Material Alteration) in the Loan Agreement)accordance with Section 7.4.2 hereof, applied mutatis mutandis.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor may construct that would reasonably be expected to have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold, or restore (c) that are structural in nature, except for (w) any alterations performed as a part of a Restoration in accordance with Section 9.4 hereof, (x) any alterations or tenant improvements being made expressly pursuant to existing Leases that have been reviewed and approved by Lender, (y) alterations specifically provided for in the PropertyAnnual Approved Budget, provided that and (z) any Immediate Repairs. If the total unpaid amounts incurred and to be incurred with respect to 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 of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other securities acceptable to Lender (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of the same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to commencing any phase the form and issuer of any alteration or restoration, the Trustor same). Such security shall obtain all permits applicable be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such phase and all other consents or approvals required therefor; (v) alterations to the Improvements over the Alteration Threshold. All alterations to any alteration or restoration Improvements shall be effected with due diligence, made lien-free and in a good and workmanlike manner, manner in compliance accordance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyApplicable Laws. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material 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. 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 such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) U.S. Obligations, or otherwise alter or restore the Property(iii) other securities acceptable to Lender, 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 the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration 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 substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower has provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. (a) The Trustor may construct Borrower shall obtain Lender’s prior written consent to any new Improvement or otherwise alter or restore the Property, provided Alterations to any Improvements that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not would result in a reduction Material Adverse Effect. If the total unpaid amounts with respect to Alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases or from a Reserve Fund) shall at any time exceed the Alteration Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the value following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the Property below initial, or, if higher, then current ratings assigned in connection with any Securitization, (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the value thereof immediately preceding the commencement term of such alteration bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the case applicable Rating Agencies have confirmed in writing will not, in and of restorationitself, result in a downgrade, withdrawal or qualification of the value thereof immediately preceding the casualty initial, or, if higher, then current ratings assigned in connection with any Securitization or condemnation in question; (iiiE) any alteration or restoration a Letter of Credit. Such security shall be substantially in an amount equal in quality to, or better than, to the excess of the total unpaid amounts with respect to Alterations to the Improvements or Equipment located on the Property as of (other than such amounts to be paid or reimbursed by tenants under the date hereof; (ivLeases or from a Reserve Fund) prior to commencing any phase of any alteration or restoration, over the Trustor shall obtain all permits applicable to such phase Alteration Threshold Amount and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligencereturned to Borrower upon substantial completion of such Improvements, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertyas reasonably determined by Lender. (b) Nothing herein With regard to any action described in this Section 5.1.21 for which Lender’s consent is required, Lender shall not withhold its consent or disapproval to any such action for more than ten (10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that Borrower submits such request for Lender’s approval in an envelope labeled “Priority” and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 10.6 and which request shall state at the top of the first page in bold lettering “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” In the event that Lender fails to either approve such request or disapprove such request (such disapproval stating the reasons for such disapproval) for more than ten (10) Business Days after receipt thereof, the action that was the subject of said request shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)deemed approved.

Alterations. Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor may construct any new Improvement do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or otherwise alter the value or restore net operating income of the Property, taken as whole, and (iii) are in the ordinary course of Borrower’s business. Borrower shall not perform any Material Alteration without Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. 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 such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities reasonably acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, (v) a completion bond or (vi) a completion guaranty from original Guarantor (such right being limited to original Guarantor only). 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. Notwithstanding the foregoing, Borrower shall not be required to obtain such referenced security in the event such Material Alteration is being paid entirely from the FF&E Deposit Account (or as applicable FF&E Reserve Account) or with pre-funded PIP funds being held by Lender (or a combination of both). Upon substantial completion of any Material Alteration, Borrower shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration 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 substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower has provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. (a) The Trustor Lender's prior approval shall be required in connection with any alterations to any Improvements, exclusive of alterations to tenant spaces required under any Lease, (a) that may construct any new Improvement or otherwise alter or restore have a material adverse effect on the Property, provided (b) that are structural in nature 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 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 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction direct non-callable obligations of the value United States of America or other obligations which are "government securities" within the meaning of Section 2(a)(16) of the Property below Investment Company Act of 1940, to the value thereof immediately preceding extent acceptable to the commencement of such alteration orapplicable Rating Agencies, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality toother securities acceptable to Lender and the Rating Agencies, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond, provided that such completion bond is acceptable to commencing any phase the Lender and the Rating Agencies. Such security shall be in an amount equal to the excess of any alteration or restoration, the Trustor shall obtain all permits applicable total unpaid amounts incurred and to be incurred with respect to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in alterations to the Loan Agreement; (vi) Improvements over the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyAlteration Threshold. (b) Nothing herein shall be construed Notwithstanding anything to be a consent by the Beneficiary to any mechanic'scontrary contained herein, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any Lender's prior approval and/or consent is required pursuant to Section 5.21(a) above, Lender shall have forty-five (45) days from receipt of written request and all required information and documentation relating thereto in which to approve or disapprove such lien constitutes a Permitted Lien matter, provided that such request to Lender is marked in bold lettering with the following language: "LENDER'S RESPONSE IS REQUIRED WITHIN FORTY-FIVE (45) DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER" and the envelope containing the request must be marked "PRIORITY". In the event that Lender fails to approve or disapprove the alteration in question within such time (which such disapproval (if applicable) shall set forth the reasons for the same), Lender's approval shall be deemed given for all purposes. Borrower shall provide Lender with such information and documentation as defined in the Loan Agreement)may be reasonably required by Lender.

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Improvements located on any Property (a) The Trustor that may construct have a material adverse effect on the financial condition of any new Improvement Borrower or otherwise alter Operating Lessee, the value of such Property or restore the ongoing revenues and expenses of such Property, provided that or (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold for such Property (either of the foregoing, a “Material Alteration”). If the Pool 2 total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on any Property shall at any time exceed the Alteration Threshold for such Property, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations either (i) a completion guaranty executed by Guarantors and in the case form and substance reasonably acceptable to Lender, guaranteeing to Lender completion of any alteration such Material Alteration and payment of all costs and expenses incurred or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)be incurred with respect thereto, no Event of Default exists; or (ii) any alteration or restoration when completed shall not result in a reduction of the value following: (A) cash, (B) a Letter of Credit, (C) U.S. Obligations, (D) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation from the applicable Rating Agencies as to the form and issuer of same, or (E) a completion bond, provided that Lender shall have received a Rating Agency Confirmation from the applicable Rating Agencies as to the form and issuer of same. If Borrowers elect to deliver security under the preceding clause (ii), such security shall be in an amount equal to the excess of the Property below total unpaid amounts incurred and to be incurred with respect to such Material Alteration over the value thereof immediately preceding Alteration Threshold for the commencement applicable Property. Upon substantial completion of such alteration orany Material Alteration, Borrowers shall provide evidence satisfactory to Lender that (1) the Material Alteration was constructed in accordance with applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the case Material Alteration have been paid in full and have delivered unconditional releases of restorationliens, and (3) all material licenses and permits necessary for the value thereof immediately preceding use, operation and occupancy of the casualty Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued, whereupon the completion guaranty or condemnation in question; the security (iii) or any alteration or restoration remaining portion thereof), as applicable, delivered to Lender shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior returned to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyBorrowers. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with (I) any alterations by Borrower to any Improvements with respect to any Individual Property (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to any Individual Property by any Tenant under any Lease to the extent that Borrower has the right to consent to, or approve, such alterations, in each instance (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold, or restore (c) that are structural in nature, which approval, with respect to each of the Propertypreceding clauses (a) through (c) may be granted or withheld in Lender’s reasonable discretion. If the total unpaid amounts incurred and to be incurred with respect to any such Landlord Alterations to the Improvements shall at any time exceed the applicable Alteration Threshold, provided that 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality toa Letter of Credit, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior other security reasonably acceptable to commencing any phase Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of any alteration or restorationsame), the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to the same) or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to the funds form and issuer of same). Such security shall be in an amount equal to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Property. (b) Nothing herein total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the applicable Alteration Threshold. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section 4.21 and Lender thereafter fails to approve or disapprove the same, Lender’s approval shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except deemed given with respect to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)matter for which approval was requested.

Alterations. Borrower may, without Lender's consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material 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. 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 such Material Alteration and as additional security for Borrower's Obligations under the Loan Documents, which security may construct be any new Improvement or otherwise alter or restore of the Propertyfollowing: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other 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. 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 Material 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 Material Alterations. Upon substantial completion of any Material Alteration, Borrower shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration 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 substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower has provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrower's satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. Lender's prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold, (c) that are structural in nature, unless the structural alterations are set forth in a Lease approved by Lender in accordance with Section 4.14 hereof, provided that any such alterations are performed in accordance with the terms of such Lease, or restore (d) made after the Anticipated Repayment Date; provided, however, that with respect to items (a) and (b) above, such approval may be granted or withheld in Lender's reasonable discretion, and with respect to items (c) and (d) above, such approval may be granted or withheld in Lender's sole discretion. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the applicable Alteration Threshold for the Property, provided that Borrower shall promptly deliver to Lender as security for the payment of such amounts (the “Alteration Security”) and as additional security for Borrower's obligations under the Loan Documents any of the following as determined by Borrower: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration U.S. Obligations, (iii) other securities acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or restoration when completed (iv) a completion bond (provided that Lender shall not result have received a Rating Agency Confirmation as to the form and issuer of same). Such security shall be in a reduction an amount equal to the excess of the value of total unpaid amounts incurred and to be incurred with respect to such alterations to the Property below Improvements over the value thereof Alteration Threshold. Notwithstanding the immediately preceding sentences to the commencement of such alteration orcontrary, in the case event a Lease permits the Tenant thereunder to perform alterations without Borrower's consent or approval (or if the Tenant has obtained such consent or approval from Borrower prior to the Closing Date and Borrower has advised Lender in writing of restorationsuch approval) and without any requirement to deliver any Alteration Security as required hereunder, and such Tenant maintains a long term unsecured debt rating of “BBB-” or better by S&P (or an equivalent rating by the value thereof immediately preceding the casualty or condemnation in question; (iii) other Rating Agencies), then such Alteration Security shall not be required hereunder. All alterations by Borrower to any alteration or restoration Improvements shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase made lien-free and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, manner in compliance accordance with all applicable legal requirements Applicable Laws. Notwithstanding the foregoing provisions of this Section 4.21, to the extent a Lease with a Tenant remains in effect and insurance requirements specified in such Tenant remains liable for the Loan Agreement; (vi) the Trustor obligations under its Lease, such Tenant shall have the funds right to payperform any alterations explicitly set forth in such Lease (which do not require Borrower's consent or for which such consent was obtained from Borrower prior to the Closing Date and Borrower has advised Lender in writing of such consent) in accordance with the express terms thereof and, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined rights conflict or are inconsistent with the provisions of this Section 4.21, the provisions set forth in the Loan Agreement)such Lease shall govern and control.

Alterations. Any Borrower or any Operating Lessee may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration, (ii) do not adversely affect such Borrower’s or such Operating Lessee’s financial condition or the value or net operating income of such Property and (iii) are in the ordinary course of such Borrower’s or Operating Lessee’s business (which shall be deemed to include any work performed pursuant to a PIP). Neither Borrowers nor Operating Lessees shall 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 Borrowers or Operating Lessees deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrowers’ and Operating Lessees’ Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or otherwise alter (v) a completion bond. 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 restore reimbursed by Tenants under the Leases) over the Alteration Threshold for such Property, provided 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, Borrowers or Operating Lessees shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration 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 Borrowers or restoration Operating Lessees have provided cash security, as provided above, such cash shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrowers or Operating Lessees have provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrowers’ or such Operating Lessees’ satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. (a) The Trustor Lender’s prior approval shall be required in connection with any alterations to any Improvements (except 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 construct have a Material Adverse Effect or (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld or restore delayed. If (x) the Propertytotal unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold 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 under the Loan Documents any of the following: (i) cash, (ii) Letters of Credit, (iii) U.S. Obligations, (iv) other 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 the Capital Expenditure Funds to the extent that the alterations are of the type intended to be reimbursed from Rollover Funds or Capital Expenditure Reserve Funds, as applicable. (b) With respect to any alterations to the Improvements which require Lender’s prior approval pursuant to this Section 4.1.10, Borrower shall 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) in requires additional information or documentation to evaluate the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)Proposed Alterations, no Event of Default exists; (ii) requires modifications, amendments or other changes to be made to the plans and specifications with respect to such Proposed Alterations as a condition to the approval thereof, (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 alteration Proposed Alterations which are approved or restoration when completed deemed approved by Lender, such approval or deemed approval shall not result extend to any material changes or modifications to the plans and specifications or other materials submitted to Lender in a reduction of the value of the Property below the value thereof immediately preceding the commencement of Alteration Request, and Borrower shall be required to submit to Lender any such alteration ormaterial changes or modifications for approval in accordance with this Section 4.1.10; provided further, that, in the case of restorationclauses (i) and (ii) above, Lender shall have a period of time to respond to Borrower, as provided herein, equal to the value thereof immediately preceding greater of (A) the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as unexpired portion of the date hereof; period of time in which Lender is otherwise entitled to provide an Alteration Response to Borrower as set forth above, and (ivB) prior to commencing any phase ten (10) Business Days after receipt by Lender of any alteration requested additional information or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restorationdocumentation, or any lien servicing such Indebtedness except modification, amendment or other change to the extent plans and specifications for any Proposed Alteration requested by Lender, and the failure by Lender to so respond within such lien constitutes time period shall constitute deemed approval by Lender. In the event Lender shall withhold its consent to any Proposed Alteration, Lender shall provide Borrower with a Permitted Lien (as defined in reasonably detailed description of the Loan Agreement)reasons therefor.

Alterations. Except with respect to the alterations identified in the PIP Plans which are governed by Section 4.1.19, Lender’s prior written approval shall be required in connection with (a) The Trustor may construct any new Improvement alterations to any Improvements (i) that could reasonably be expected to have a Material Adverse Effect, (ii) that could materially adversely affect any structural component or otherwise alter the exterior of any Improvements or restore any utility or HVAC system at the Property, or (iii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold or (b) any alteration to any Improvements during the continuance of an Event of Default (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: (1) cash, (2) a Letter of Credit, (3) U.S. Obligations, or (4) other securities acceptable to Lender, provided that, to the extent applicable, 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. Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration shall be substantially equal in quality toall material licenses and permits necessary for the use, or better than, operation and occupancy of the Improvements or Equipment located Material Alteration (other than those which depend on the Property as performance of the date hereof; (ivtenant improvement work) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertybeen issued. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct any new Improvement Borrower may, without ▇▇▇▇▇▇’s consent, perform alterations to the Improvements or Equipment that are in the ordinary course of Borrower’s business (or otherwise alter in keeping with alterations a similarly situated property owner may undertake from time to time) and that do not constitute a Material Alteration and would not reasonably be expected to result in a Material Adverse Effect. Borrower shall not, without ▇▇▇▇▇▇’s consent (such consent not to be unreasonably withheld, conditioned or restore delayed), perform alterations to the PropertyImprovements and Equipment that constitute a Material Alteration or would reasonably be expected to result in a Material Adverse Effect. If at any time the outstanding costs of all alterations then being performed by ▇▇▇▇▇▇▇▇ at the Property exceed the Alteration Threshold, provided that Borrower shall deliver to Lender security for payment of the cost of such alterations in excess of the Alteration Threshold, as additional security for Borrower’s Obligations under the Loan Documents, which security may be any of the following: (i) cash or cash equivalents, (ii) subject to the limitations set forth in Section 6.14, a Letter of Credit, (iii) subject to the case of any alteration limitations set forth in Section 6.14, an Alteration Deficiency Guaranty or restoration (iv) such other security as may be reasonably approved by ▇▇▇▇▇▇ (subject to the provisions of Section 4.12.2(b)). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred in order to complete such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold (the amount of such excess, an “Alteration Deficiency”) and Lender may apply such security from time to time at the option of Lender to pay for such alterations if any unpaid amounts are required to be paid pursuant to the Loan Agreement regarding Documents and Borrower has not made the application applicable payments (subject to Borrower’s right to contest such payments in good faith). Borrower shall be entitled to a reduction or release, as the case may be, of such security being held by ▇▇▇▇▇▇ from time to time (but not more than once per calendar month, to pay or reimburse Borrower for the payment of amounts incurred or to be incurred with respect to such alterations to the Improvements or otherwise to the extent Lender reasonably determines that the Alteration Deficiency has been reduced or eliminated due to partial, substantial or final completion. Upon substantial completion of any proceeds Material Alteration, Borrower shall provide a certificate of insurancesubstantial completion in form and substance reasonably acceptable to Lender or other evidence reasonably satisfactory to Lender that (1) the Material Alteration was constructed in accordance with applicable Legal Requirements in all material respects (it being agreed that issuance of a temporary or permanent certificate of occupancy shall be deemed to satisfy this clause (1)), no Event (2) subject to the Lien Waiver Accommodation, 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 Default exists; liens (iior such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender or fully insured by the title company issuing the Title Insurance Policy), and (3) any alteration or restoration when completed shall not result in a reduction all material licenses and permits necessary for the use, operation and occupancy of the value 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, Lender shall, on a ratable basis as the Property below the value thereof immediately preceding the commencement of Material Alterations are completed and in full upon substantial completion, release and return such alteration or, security (or in the case of restorationan Alteration Deficiency Guaranty, terminate such Alteration Deficiency Guaranty); provided, that, the value thereof immediately preceding amount of such security held by Lender shall at no time be less than the casualty or condemnation in question; (iii) any alteration or restoration shall then remaining Alteration Deficiency, as the same may be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior reduced due to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertypartial completion. (b) Nothing herein Notwithstanding anything to the contrary contained in this Section 4.12.2, whenever ▇▇▇▇▇▇’s approval or consent is required pursuant to the provisions of this Section 4.12.2, ▇▇▇▇▇▇’s consent shall be construed to be a consent by deemed given upon satisfaction of the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Deemed Approval Requirements.

Alterations. Except with respect to emergency repairs which require immediate attention and except for the San Francisco Capital Improvements, Lender's prior approval shall be required in connection with alterations (a) The Trustor may construct that are Material Alterations that would reasonably be expected to have a material adverse impact on the use or operation of such Individual Property or on Borrower's ability to make Debt Service payments at any new Improvement time during the duration of the work constituting such Material Alteration, (b) that are Material Alterations and the cost of which are reasonably anticipated to exceed the Alteration Threshold or otherwise alter (c) made after the Effective Maturity Date. Except with respect to the San Francisco Capital Improvements, if the total unpaid contract cost or, if not pursuant to a contract, the anticipated cost, with respect to all Material Alterations to the Improvements that are either under contract or restore have commenced shall at any time exceed $20,000,000 in the Propertyaggregate at any one time, 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) U.S. Obligations, (iii) other securities acceptable to Lender, provided that (i) in the case of any alteration or restoration (subject Lender shall have received a Rating Agency Confirmation as to the provisions form and issuer of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality tosame, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond provided that Lender shall have received a Rating Agency Confirmation as to commencing the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to all Material Alterations under contract or commenced (other than such amounts to be paid or reimbursed by amounts in any phase Fund allocated to such alteration) over the $20,000,000. At such time as the amount of any alteration or restorationsecurity so deposited exceeds the remaining cost to complete the Material Alteration for which such security was deposited, as determined by Lender in its reasonable discretion, Lender shall disburse such excess amounts to Borrower upon Borrower's satisfaction of the Trustor conditions set forth in Section 5.3.2(b) - (g) as if such disbursement was a disbursement of Net Proceeds. Borrower shall obtain all permits applicable to deliver such phase and all other consents or approvals required therefor; (v) evidence as Lender may reasonably require that any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, Material Alterations are in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyLegal Requirements. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Property (a) The Trustor may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject that could reasonably be expected to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)have a Material Adverse Effect, no Event of Default exists; (ii) the cost of which (including any alteration related alteration, improvement or restoration when completed shall not result in a reduction of replacement) is reasonably anticipated to exceed the value of the Property below the value thereof immediately preceding the commencement of such alteration orAlteration Threshold, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) that could materially adversely affect any alteration structural component of any Improvements, any utility or restoration HVAC system at the Property or the exterior of any building constituting a part of any Improvements, or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) or (b), may be granted or withheld in Lender’s sole discretion, unless such alterations constitute required PIP Work, in which case the same shall be substantially equal subject to Lender’s approval in quality to, or better than, the Improvements or Equipment located on Lender’s reasonable discretion. Any alteration to the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, done and completed by Borrower or Mortgage Borrower in a good an expeditious and workmanlike manner, diligent fashion and in compliance with all applicable legal requirements Legal Requirements. If the total unpaid amounts incurred and insurance requirements specified to be incurred with respect to such alterations to the Property shall at any time exceed the Alteration Threshold, Borrower shall at Lender’s request, promptly deliver (or cause Mortgage Borrower to promptly deliver) to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) Letters of Credit, (C) U.S. Obligations or (D) other securities constituting Permitted Investments, 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, and other than such amounts allocable to PIP Work with respect to which sufficient funds are held in the Loan Agreement; (viPIP Account) over the Trustor Alteration Threshold, and, at Lender’s option, Lender shall have the funds right to pay, and shall promptly and fully pay, the cost apply such security from time to time to pay for such alterations. Upon substantial completion of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property requiring Lender’s consent hereunder, Borrower shall provide (or any interest therein cause Mortgage Borrower to provide) evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or to any Indebtedness services in connection with such alteration have been paid in full and have delivered unconditional releases of liens (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent the same are being contested in accordance with the terms of this Agreement), and (3) all material licenses and permits necessary for the use, operation and occupancy of the Improvements (other than those which depend on the performance of Tenant improvement work to be performed by Tenant) have been issued, provided that, if any such lien constitutes license or permit is temporary in nature, Borrower shall diligently pursue (or cause Mortgage Borrower to diligently pursue) procuring a Permitted Lien (as defined permanent license or permit from the applicable Governmental Authority. Borrower shall not be required to deliver to Lender the security described in this Section if Mortgage Borrower has delivered to Mortgage Lender security under the comparable section of the Mortgage Loan Agreement).

Alterations. Lender's prior approval shall be required in connection with any alterations to any Improvements (ai) The Trustor that may construct have a material adverse effect on any new Improvement Borrower's financial condition, the value of the applicable Individual Property or otherwise alter the ongoing revenues and expenses of such Individual Property, or restore (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold (either 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, such Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for such Borrower's Obligations under the Loan Documents any of the following: (i) cash, to the extent such costs in excess of the Alteration Threshold exceed the funds available for such alterations in the Capital Expenditure Account or the Rollover Account, as applicable, for the applicable Individual Property, provided that such amount deposited with Lender pursuant to this Section 4.1.11 shall be applied as a credit against the amount of funds required to be deposited by such Borrower in the applicable Reserve Fund on the next Monthly Payment Dates, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other 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. Upon substantial completion of any Material Alteration, the applicable Borrower shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration shall be substantially equal in quality toall material licenses and permits necessary for the use, or better than, operation and occupancy of the Improvements or Equipment located Material Alteration (other than those which depend on the Property as performance of the date hereof; (ivtenant improvement work) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertybeen issued. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved by Lender (Lender, subject to Lender’s reliance upon the truth, accuracy and completeness of Borrower’s representations set forth in Section 3.1.22 hereof, having approved of all Leases that exist as of the date hereof) or under any Lease for which 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) The Trustor that may construct any new Improvement have a Material Adverse Effect on Borrower’s or otherwise alter or restore the PropertyMortgage Borrower’s financial condition, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below or the value thereof immediately preceding ongoing revenues and expenses of the commencement Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in 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 alteration oramounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, in the case (ii) Letters of restoration, the value thereof immediately preceding the casualty or condemnation in question; Credit (iii) any alteration or restoration shall be substantially equal in quality toU.S. Obligations, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior other securities acceptable to commencing any phase Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of any alteration same, or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration 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 effected in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with due diligence, in a good respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases and workmanlike manner, in compliance (y) amounts actually deposited with all applicable legal requirements and insurance requirements specified in Mortgage Lender by Mortgage Borrower as security with respect to such alterations pursuant to Section 4.1.10 of the Mortgage Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Borrower and Leasehold Pledgor may, without Lender’s consent, permit Owner and Operating Lessee to perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration (or are 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 is no longer outstanding or Mortgage Lender has waived the corresponding requirement under the Mortgage 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 such Material Alteration and as additional security for Borrower’s and Leasehold Pledgor’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or otherwise alter or restore the Property(iv) other securities acceptable to Lender, provided that (i) in the case of this clause (iv), 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 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 under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Leasehold Pledgor’s written request and provided each of the conditions below shall have been satisfied, Lender will disburse funds from any alteration Material Alteration security that is cash to fund (or restoration reimburse Borrower, 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 provisions satisfaction of each of the Loan Agreement regarding following conditions: (x) as of the application date of any proceeds Borrower’s or Leasehold Pledgor’s request, and as of insurance)the date of disbursement, no Event of Default exists; shall have occurred and be continuing, (iiy) any alteration Borrower’s or restoration when completed Leasehold Pledgor’s written request shall not result in 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 reduction of description thereof, (B) stating that the value of the Property below the value thereof immediately preceding the commencement portion of such alteration or, in approved Material Alteration to be funded by the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, requested disbursement has been completed in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, (C) stating that the portion of such Material Alteration to be funded has not been the subject of a previous disbursement and insurance requirements specified that all prior releases, disbursement, or returns of security have been applied by Borrower, 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 in its reasonable discretion that the Loan Agreementbalance of the cash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material 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); (vi5) 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 Owner or Operating Lessee to provide) evidence satisfactory to Lender that (i) the Trustor shall 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 the funds to paybeen paid in full and have delivered unconditional releases of liens, and shall promptly (iii) all material licenses and fully paypermits necessary for the use, the cost of any alteration or restoration; operation and (vii) any alteration will not adversely affect the present use occupancy of the Property. Material Alteration (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien other than those which depend on the Property performance of tenant improvement work) have been issued. If Borrower or any interest therein Leasehold Pledgor has provided (or caused Owner or Operating Lessee to any Indebtedness (provide) cash security, as defined in the Loan Agreement) to finance any such Improvementprovided above, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien 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 Owner or Operating Lessee to provide) non-cash security, as defined in provided above, except to the Loan Agreement)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. Administrative Agent’s prior approval, which approval may be granted or withheld in Administrative Agent’s sole discretion, shall be required in connection with any alterations to any Improvements (a) The Trustor may construct that are reasonably likely to have a Material Adverse Effect or (b) are structural in nature. Administrative Agent’s prior approval shall also be required (such approval not to be unreasonably withheld, delayed or conditioned) in connection with any new Improvement other alterations to any Improvements (that is, alterations which would not be covered by subsection (a) or otherwise alter or restore (b) of this Section 4.1.10), the Propertycost of which is reasonably anticipated to exceed the Alteration Threshold. Notwithstanding the foregoing, provided that Administrative Agent’s prior approval shall not be required for (i) in Capital Expenditures the case cost of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)which is being funded by Lenders pursuant Article 2 hereof, no Event of Default exists; (ii) Tenant Improvements under the DCAS Lease or Other Tenant Improvements pursuant to the terms of any alteration or restoration when completed shall not result in a reduction of other Lease (to the value of extent approved by Lender pursuant to the Property below the value thereof immediately preceding the commencement of such alteration orterms hereunder if required hereunder), in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal Restoration in quality to, or better than, accordance with the Improvements or Equipment located on the Property as terms of the date hereof; Loan Documents, (iv) prior any alterations that are in accordance with the Approved Annual Budget (including the variances with respect thereto permitted by this Agreement pursuant to commencing Section 4.1.6(f)), and (v) Tenant Improvements being undertaken by the DCAS Tenant under the DCAS Lease and Other Tenant Improvements being undertaken by other Tenants under any phase other Lease. 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 Administrative Agent as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, or (iii) a completion bond or guaranty reasonably acceptable to Administrative Agent from a guarantor reasonably acceptable to Administrative 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 under the Leases) over the Alteration Threshold. Upon completion of any alteration or restorationpermitted hereunder, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration security deposit described in the immediately preceding sentence promptly shall be effected with due diligence, in a good released to Borrower and workmanlike manner, in compliance the Property shall continue to comply with all applicable legal requirements relating to parking pursuant to all Legal Requirement and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds any other agreements to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on which the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)is subject.

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval (subject to applicable REMIC Requirements) shall be required in connection with any alterations to any Improvements (a) The Trustor may construct that are structural in nature and could be reasonably expected to have a Material Alteration Adverse Effect or (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval shall (subject to applicable REMIC Requirements) not be unreasonably withheld conditioned or restore delayed. Notwithstanding the Propertyforegoing, ▇▇▇▇▇▇’s prior approval shall not be required for alterations that Borrower determines (in its commercially reasonable discretion) are required in order for the Property to continue to comply with any applicable Legal Requirements. If the total unpaid amounts incurred and to be incurred with respect to 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 of the following: (i) cash, (ii) U.S. Obligations, (iii) other security acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or (iv) 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 (x) in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold and (y) disbursed to Borrower on the same terms and conditions as funds deposited into the Replacement Reserve Account (provided that (ix) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; has occurred and is continuing, (iiA) any alteration or restoration when completed no such disbursement to Borrower shall be made until Borrower has delivered to Lender evidence reasonably satisfactory to Lender that the amount of such Alteration Security is sufficient to complete all unpaid and/or outstanding work in connection with such alteration, and (B) Lender shall not result be required to make any such disbursement if Lender has determined in a reduction of its sole but reasonable discretion that the value of the Property below the value thereof immediately preceding the commencement remaining amount of such alteration orAlteration Security is not sufficient to complete all unpaid and/or outstanding work in connection with such alteration). To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and ▇▇▇▇▇▇ thereafter fails to respond, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration ▇▇▇▇▇▇’s approval shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected deemed given with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except respect to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)matter for which approval was requested.

Alterations. (a) The Trustor Borrower may, without Agent’s consent, cause Mortgage Borrower to perform alterations to the Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect such Mortgage Borrower’s financial condition or the value or net operating income of such Property and (iii) are in the ordinary course of such Mortgage Borrower’s business. Borrower shall not permit Mortgage Borrower to perform any Material Alteration without Agent’s prior written consent. Agent may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Agent security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Agent, provided that Agent shall have received a Rating Agency Confirmation as to the form and issuer of same, or otherwise alter (v) a completion bond (provided that if Mortgage Lender is requiring such cash or restore security pursuant to Section 4.12.2 of the Mortgage Loan Agreement, Agent shall not have the right to require any further cash or security so long as the provisions of Section 4.12.2 of the Mortgage Loan Agreement are complied with). 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 such Property, provided and Agent may apply such security from time to time at the option of Agent to pay for such alterations. Agent hereby consents to the Required Repairs. Upon substantial completion of any Material Alteration, Borrower shall cause Mortgage Borrower to provide evidence satisfactory to Agent that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration all material licenses and permits necessary for the use, operation and occupancy (which may be temporary or restoration permanent) of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower have provided cash security, as provided above, such cash shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Agent to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower have provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Agent to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Agent shall release and return such security upon Borrower’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Property (a) The Trustor may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject that could reasonably be expected to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)have a Material Adverse Effect, no Event of Default exists; (ii) the cost of which (including any alteration related alteration, improvement or restoration when completed shall not result in a reduction of replacement) is reasonably anticipated to exceed the value of the Property below the value thereof immediately preceding the commencement of such alteration orAlteration Threshold, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) that could materially adversely affect any alteration structural component of any Improvements, any utility or restoration HVAC system at the Property or the exterior of any building constituting a part of any Improvements, or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) or (b), may be granted or withheld in Lender’s sole discretion, unless such alterations constitute required PIP Work, in which case the same shall be substantially equal subject to Lender’s approval in quality to, or better than, the Improvements or Equipment located on Lender’s reasonable discretion. Any alteration to the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, done and completed by Borrower in a good an expeditious and workmanlike manner, diligent fashion and in compliance with all applicable legal requirements Legal Requirements. If the total unpaid amounts incurred and insurance requirements specified to be incurred with respect to such alterations to the Property shall at any time exceed the Alteration Threshold, Borrower shall at Lender’s request, promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) Letters of Credit, (C) U.S. Obligations or (D) other securities constituting Permitted Investments, 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, and other than such amounts allocable to PIP Work with respect to which sufficient funds are held in the Loan Agreement; (viPIP Account) over the Trustor Alteration Threshold, and, at Lender’s option, Lender shall have the funds right to pay, and shall promptly and fully pay, the cost apply such security from time to time to pay for such alterations. Upon substantial completion of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property requiring Lender’s consent hereunder, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or any interest therein or to any Indebtedness services in connection with such alteration have been paid in full and have delivered unconditional releases of liens (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent the same are being contested in accordance with the terms of this Agreement), and (3) all material licenses and permits necessary for the use, operation and occupancy of the Improvements (other than those which depend on the performance of Tenant improvement work to be performed by Tenant) have been issued, provided that, if any such lien constitutes license or permit is temporary in nature, Borrower shall diligently pursue procuring a Permitted Lien (as defined in permanent license or permit from the Loan Agreement)applicable Governmental Authority.

Alterations. (a) The Trustor Borrower may, without Agent’s consent, cause Mortgage Borrower to perform alterations to the Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Mortgage Borrower’s financial condition or the value or net operating income of such Property and (iii) are in the ordinary course of Mortgage Borrower’s business. Borrower shall not permit Mortgage Borrower to perform any Material Alteration without Agent’s prior written consent. Agent may, as a condition to giving its consent to a Material Alteration, require that Borrower deliver to Agent security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Agent, provided that Agent shall have received a Rating Agency Confirmation as to the form and issuer of same, or otherwise alter (v) a completion bond (provided that if Mortgage Lender is requiring such cash or restore security pursuant to Section 4.12.2 of the Mortgage Loan Agreement, Agent shall not have the right to require any further cash or security so long as the provisions of Section 4.12.2 of the Mortgage Loan Agreement are complied with). 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 such Property, provided and Agent may apply such security from time to time at the option of Agent to pay for such alterations. Agent hereby consents to the Required Repairs. Upon substantial completion of any Material Alteration, Borrower shall cause Mortgage Borrower to provide evidence satisfactory to Agent that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration all material licenses and permits necessary for the use, operation and occupancy (which may be temporary or restoration permanent) of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower have provided cash security, as provided above, such cash shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Agent to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower have provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Agent to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Agent shall release and return such security upon Borrower’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. (a) The Trustor Following Completion of the Improvements, Lender’s prior written approval shall be required in connection with any alterations to any Improvements that may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of have a Material Adverse Effect on any alteration Borrower’s or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration Mortgage Borrower’s financial condition or restoration when completed shall not result in a reduction of the value of the Property below Property, (ii) result in a material reduction of the value thereof immediately preceding square footage of the commencement of such alteration orrelated Improvements, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration adversely affect the use or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as operation of the date hereof; related Improvements, (iv) prior require an amendment to commencing any phase the Offering Plan or the Declaration of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required thereforCondominium; (v) adversely affect any alteration structural component of any Improvements, any utility or restoration shall be effected with due diligence, HVAC system contained in any Improvements or the exterior of any building constituting a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreementpart of any Improvements; or (vi) have an aggregate cost in excess of the Trustor Alteration Threshold. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall have at any time exceed the funds to payAlteration Threshold, and Borrowers shall promptly deliver to Lender as security for the payment of such amounts and fully payas additional security for Borrowers’ obligations under the Loan Documents any of the following: (1) Cash, (2) U.S. Obligations, or (3) other securities reasonably acceptable in all respects to Lender and that the cost applicable Rating Agencies have confirmed in 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 alteration Securities or restoration; and any class thereof in connection with any Securitization (vii) any alteration provided that such collateral will not adversely affect be required to the present use extent such collateral has been deposited with Mortgage Lender pursuant to the terms of the PropertyMortgage Loan Documents or with Second Mezzanine Lender pursuant to the Second Mezzanine Loan Documents). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. (b) Nothing Notwithstanding anything contained herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes contrary, the construction, renovation and alteration of the Improvements in accordance with the Plans and Specifications shall not constitute “alterations” to the Improvements and will not be subject to the terms of this Section 4.1.10. (c) The provisions of this Section 4.1.10 shall not pertain to a Permitted Lien (as defined in Restoration for which the provisions of Article 5 of the Building Loan Agreement)Agreement are intended to govern.

Alterations. Borrower shall not be required to obtain Agent’s prior written consent to any alterations to any Improvements except as required pursuant to this Section 4.1.11 and pursuant to the Restoration provisions herein. Notwithstanding the foregoing, Agent’s consent shall not be required in connection with any alterations (a) The Trustor to the extent not in violation of subsection (b) hereof, for any repairs or capital improvements required pursuant to this Agreement, (b) that will not have a Material Adverse Effect upon completion of such alterations (the parties acknowledging that the following alterations may construct any new Improvement have a Material Adverse Effect and therefore shall be subject to Agent consent, which consent shall not be unreasonably withheld, conditioned or otherwise alter or restore the Property, provided that delayed: (i) any alteration which results in a reduction of the square footage of the Improvements, including, without limitation, a reduction in the case number of any alteration hotel rooms or restoration (subject to a reduction in the provisions square footage of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default existsmeeting space; and (ii) any alteration which materially adversely affects the use or restoration when completed operation of the Improvements), and such alterations shall be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to the Alteration Threshold, (c) that are specifically provided for in the Approved Annual Budget (to the extent Agent had an approval right with respect to such Approved Annual Budget pursuant to Section 4.1.7(h) and approved the same) or otherwise consented to by Agent, (d) that are related to a tenant improvement the cost of which is either (i) to be paid by the Tenant pursuant to a Lease entered into in accordance with the terms of this Agreement or (ii) to be paid by Borrower pursuant to a Lease permitted under this Loan Agreement, (e) are performed in connection with a Restoration after the occurrence of a Casualty in accordance with the terms and provisions of this Agreement, (f) to the extent not result in violation of subsection (b) hereof, for replacements if there are sufficient reserves on deposit with Agent, Manager or in a reduction Borrower’s Account pursuant to the Management Agreement for such amounts to pay for such obligations, (g) constitute decorative work performed in the ordinary course of business that are paid out of the value Manager reserves for FF&E, (h) intentionally omitted, (i) are required by any applicable Legal Requirements, including, without limitation, Local Law 11, or (j) relate to life, health or safety matters. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the Alteration Threshold (other than (i) such amounts to be paid or reimbursed by Tenants under the Leases, (ii) the costs incurred in connection with a Restoration of the Property below the value thereof immediately preceding the commencement of such alteration orProperty, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) such amounts for which sufficient reserves are on deposit with Agent or Manager), Borrower shall promptly deliver to Agent as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents (including, without limitation, the payment and performance by Borrower of its obligations which constitute the Debt) any alteration of the following: (A) Cash or restoration Cash Equivalents, (B) other securities having a rating reasonably acceptable to Agent or (C) a Letter of Credit (the “Alteration Security”). Such security shall be substantially in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. Provided that no Event of Default shall then exist, any such amounts held by Agent pursuant to this Section 4.1.11 (less a ten percent (10%) retainage which shall be held by Agent until the applicable alterations have been completed) shall be disbursed to Borrower within five (5) Business Days after receipt of Borrower’s request of such disbursement upon Agent being furnished with (A) evidence reasonably satisfactory to Agent of Borrower’s expenditure of such amounts above the Alteration Threshold together with copies of all contracts, statements and invoices regarding such work, (B) an officer’s certificate from Borrower certifying that such work has been completed in quality toaccordance with the applicable plans and specifications and all Legal Requirements and (C) such lien waivers, or better thannotices of completion, sworn contractor’s statements and other statements as Agent may reasonably request. Provided that no Event of Default has occurred and is continuing, the Improvements or Equipment located on ten percent (10%) retainage shall be disbursed to Borrower upon the Property as completion of the date hereof; such alteration, Borrower’s satisfaction of items (ivA) prior through (C) above and Borrower’s delivery to commencing any phase Agent of a copy of any alteration certificate of occupancy or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals compliance certificate required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be issued in connection with such alteration by any Governmental Authority. The provisions of this Section 4.1.11 shall not pertain to a consent by Restoration for which the Beneficiary provisions of Article V are intended to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except govern. Notwithstanding anything to the extent contrary contained herein, Borrower shall not commence any such lien constitutes alterations to the Improvements without obtaining a Permitted Lien (as defined in permit or waiver, if applicable, from the Loan Agreement)Landmarks Preservation Commission.

Alterations. (a) The Trustor may construct Lender’s prior written approval shall be required in connection with any new Improvement alterations to any Improvements or otherwise alter or restore the Property, provided that Land (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)that may have a material adverse effect on Borrower’s financial condition, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below or the value thereof immediately preceding ongoing revenues and expenses of the commencement Property, (ii) the cost of such alteration orwhich (including any related alteration, in improvement or replacement) is reasonably anticipated to exceed the case of restorationAlteration Threshold, the value thereof immediately preceding the casualty or condemnation in question; (iii) that adversely affects any alteration structural component of any Improvements, any utility or restoration shall be substantially equal HVAC system contained in quality to, or better than, the Improvements or Equipment located on the Property as exterior of any building constituting a part of any Improvements (any of the date hereof; 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, or (iv) prior other securities acceptable to commencing any phase Lender, 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 Ground Tenant under the Ground Lease) 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 alteration Material Alteration, Borrower shall provide evidence reasonably 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 restorationservices 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 Trustor shall obtain all permits applicable use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. Notwithstanding anything to such phase and all other consents the contrary contained in this Agreement or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; Documents, this Section 4.1.11 shall not apply to any alterations made or performed by Persons other than Borrower under the Ground Tenant Subleases or with respect to the Ground Tenant Improvements in accordance with the terms and conditions of the Ground Lease. Notwithstanding the foregoing, so long as no Default or Event of Default then exists, Lender shall not unreasonably withhold, condition or delay its consent with respect to approving any alterations related transaction described in Section 4.1.11 above which is proposed by Borrower with respect to the Property so long as such proposed alterations related transaction, (via) is ordinary and customary when considering the Trustor shall have ownership and operation of the funds to payProperty, and shall promptly and fully pay, the cost of any alteration or restoration; and (viib) any alteration will not materially interfere with the benefits of the security intended to be provided by the Security Instrument and this Agreement, (c) will not materially and adversely affect the present use value of the Property. , (bd) Nothing herein shall be construed to be a consent by will not impair the Beneficiary to any mechanic's, materialman's, supplier's, repairman's use or similar lien on operations of the Property or any interest therein or to any Indebtedness (as defined currently used), and (e) will not impair Borrower’s ability to pay its Obligations in the Loan Agreement) to finance any such Improvementa timely manner. IN CONNECTION WITH ANY REQUEST WITH RESPECT TO AN ALTERATIONS RELATED TRANSACTION MEETING THE CRITERIA OUTLINED ABOVE, alteration or restorationLENDER OR LENDER’S SERVICER, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien AS APPLICABLE, MUST GRANT OR WITHHOLD ITS APPROVAL IN A PROMPT AND REASONABLE TIME FRAME FOLLOWING ITS RECEIPT OF ANY REQUIRED MATERIALS RELATING TO THE PROPOSED ALTERATIONS RELATED TRANSACTION (as defined in the Loan AgreementI.E., LENDER OR LENDER’S SERVICER, AS APPLICABLE, MAY NOT UNREASONABLY DELAY THE TIMING OF THE APPROVAL PROCESS).

Alterations. Borrower shall obtain Lender’s prior written consent prior to permitting Mortgage Borrower and/or Operating Lessee to make any alterations to any Improvements (which alterations shall not include FF&E Expenditures for purposes of this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, Mortgage Borrower’s, Operating Lessee’s or Mezzanine A Borrower’s financial condition or the value 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 (a) The Trustor may construct any new Improvement for Required Repairs, (b) that will not have a Material Adverse Effect on Borrower’s, Mezzanine A Borrower’s, Mortgage Borrower’s or otherwise alter Operating Lessee’s financial condition or restore the Propertyvalue of the applicable Individual Property upon completion of such alterations, provided that and such alterations 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 $30,000,000 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 than five percent (5%) of the Release Amount of such Individual Property (clauses (i) and (ii), the “Threshold Amount”), (c) are specifically provided for in the case Approved Annual Budget or otherwise consented to by Lender and shall be funded from reserves on deposit in the Replacement Reserve Fund in accordance with this Agreement, (d) that are related to a tenant improvement the cost of any alteration which is to be paid by the tenant pursuant to a Lease entered into in accordance with the terms of this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement or restoration (subject 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, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts due and payable or the estimated cost to complete such alterations to the provisions Improvements (other than the costs incurred in connection with (i) the Restoration of an Individual Property, (ii) Replacement Reserve Funds, and are to be used for such alterations in accordance with this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement, (iii) Required Repairs or (iv) alterations which are required to be paid by any tenant at an Individual Property) shall at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Operating Lessee’s obligations under the Loan Documents any of the Loan Agreement regarding following (the application “Alterations Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Approved Rating Agencies have provided a Rating Agency Confirmation with respect to such securities, or (D) a Letter of any proceeds of insurance)Credit. Such security shall be in an amount equal to the (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default exists; shall be continuing, and (ii3) any alteration or restoration when completed such request shall not result in a reduction be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the value of alterations at the applicable Individual Property below funded or to be funded by the value thereof immediately preceding the commencement of such alteration or, requested disbursement have been completed in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and insurance requirements specified 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 funded or to be funded by the requested disbursement and (z) stating that each such contractor has been paid in full or will be paid in full (or will respect to the applicable portion of the work performed) 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 Agreement; 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 (vi1) on the Trustor 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 the funds been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to paybe accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to invoices in excess of $25,000, and shall promptly and fully payany licenses, the cost of permits or other approvals by any alteration or restoration; and Governmental Authority required in connection with alterations (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid or will be paid in full upon such lien constitutes a Permitted Lien disbursement. Notwithstanding the foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security provided that (as defined in 1) (I) Mortgage Borrower and/or Operating Lessee is required to and does deposit such security pursuant to the Mortgage Loan Agreement)Documents or (II) Mezzanine A Borrower is required to and does deposit such security pursuant to the Mezzanine A Loan Documents and (2) Lender receives evidence reasonably acceptable to Lender of the deposit of such security with Mortgage Lender or Mezzanine A Lender.

Alterations. Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements (a) The Trustor may construct any new Improvement or otherwise alter or restore it being agreed that Replacements shall not constitute alterations within the Property, provided that (i) in the case meaning of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurancethis Section 5.1.21), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result in be unreasonably withheld or delayed except with respect to alterations that may have a reduction of material adverse effect on Borrower’s financial condition, the value of the Property below or the value thereof immediately preceding Property’s Net Operating Income. Notwithstanding the commencement of such alteration orforegoing, Lender’s consent shall not be required in the case of restorationconnection 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) Required Repairs, (b) tenant improvement work performed pursuant to the terms and provisions of a Sublease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) alterations performed in connection with an approved Property Improvement Plan or Renovation Plan or in connection with any other work required by an approved Franchise Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by Tenants under the Subleases and other than amounts specifically approved by Lender for tenant improvement work under Subleases approved by Lender under Section 5.1.20(b) or deemed approved by Lender under Section 5.1.20(c)) shall at any time exceed $200,000.00 (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 under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof immediately preceding in connection with any Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the casualty term of such bond or condemnation letter of credit is no longer than three (3) months or, if such term is in question; excess of three (iii3) months, issued by a financial institution having a rating that is acceptable to Lender and that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any alteration Securities or restoration class thereof in connection with any Securitization. Such security shall be substantially in an amount equal in quality to, or better than, to the excess of the total unpaid amounts with respect to alterations to the Improvements or Equipment located on the Property as of (other than such amounts to be paid or reimbursed by Tenants under the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase Subleases and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified amounts for which sufficient reserves are on deposit in the Loan Agreement; (viFF&E Reserve Account in accordance with the applicable provisions of Article VII hereof or with respect to which a Letter of Credit has been delivered to Lender in accordance with the terms hereof) over the Trustor shall have Threshold Amount and Lender may apply such security from time to time at the funds option of Lender to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any pay for such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).alterations. 66

Alterations. Requisite Lenders’ prior approval (which must include the approval of any Lender then acting as Administrative Agent) shall be required in connection with any alterations to any Improvements (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or restore (c) that are structural in nature; provided, however, that with respect to items (a) and (b) above, such approval may be granted or withheld in their reasonable discretion, and with respect to item (c) above, such approval may be granted or withheld in their sole discretion. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the applicable Alteration Threshold for any Individual Property, provided that Borrower shall promptly deliver to Administrative Agent as security for the payment of such amounts (the “Alteration Security”) and as additional security for Borrower’s obligations under the Loan Documents any of the following as determined by Borrower: (i) cash, (ii) U.S. Obligations, (iii) other securities acceptable to Administrative Agent, or (iv) a completion bond acceptable to Administrative 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 over the Alteration Threshold. Notwithstanding the immediately preceding sentence to the contrary, in the case event a Lease permits the Tenant thereunder to perform alterations without Borrower’s consent or approval or without any requirement to deliver any Alteration Security as required hereunder, and such Tenant maintains a long term unsecured debt rating of “BBB+” or better by S&P (or an equivalent rating by the other Rating Agencies), then such Alteration Security shall not be required hereunder. Notwithstanding the foregoing provisions of this Section 4.21, to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the obligations under its Lease, such Tenant shall have the right to perform any alteration alternations explicitly set forth in such Lease (which do not require Borrower’s consent) in accordance with the express terms thereof and, to the extent such rights conflict or restoration (subject to are inconsistent with the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restorationthis Section 4.21, the value thereof immediately preceding the casualty or condemnation provisions set forth in question; (iii) any alteration or restoration such Lease shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase govern and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertycontrol. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which do not constitute a Material Alteration and would not reasonably be expected to result in, or does result in, a Material Adverse Effect. At any time the outstanding costs of all alterations then being performed at the Property exceeds the Alteration Threshold, Borrower shall deliver to Lender security for payment of the cost of such alterations in excess of the Alteration Threshold, as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash or otherwise alter cash equivalents, (ii) a Letter of Credit, (iii) an Alteration Deficiency Guaranty or restore (iv) such other security as may be reasonably approved by Lender. Such security shall be in an amount equal to the Propertyexcess 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 (the amount of such excess, provided an “Alteration Deficiency”) and Lender may apply such security from time to time at the option of Lender to pay for such alterations if any unpaid amounts are required to be paid pursuant to the Loan Documents and Borrower has not made the applicable payments subject to Borrower’s right to contest such payments in good faith. Borrower shall be entitled to a reduction or release, as the case may be, of such security being held by Lender from time to time (but not more than once per calendar month) as the unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements is reduced due to partial completion. Upon substantial completion of any Material Alteration, Borrower shall provide evidence reasonably 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 (or such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender or fully insured by the title company issuing the Title Insurance Policy), 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, Lender shall release and return such security (or in the case of an Alteration Deficiency Guaranty, terminate such Alteration Deficiency Guaranty) upon Borrower’s satisfaction of the requirements of the preceding sentence. Each request for approval of alterations to any alteration or restoration Improvements shall contain a legend in capitalized bold letters on the top of the cover page stating: “THIS IS A REQUEST FOR CONSENT TO ALTERATIONS TO IMPROVEMENTS. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (subject 10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the following documentation with such request: (a) a detailed description of the alterations to be performed to the provisions Improvements, and (b) all other materials reasonably determined by Borrower and Lender to be necessary in order for Lender to evaluate such proposed alterations. Within three (3) Business Days of the Loan Agreement regarding the application Lender’s receipt of Borrower’s written request, Lender shall notify Borrower of any proceeds of insurance), no Event of Default exists; (ii) any alteration additional information or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement materials necessary for Lender’s evaluation of such alteration orrequest. If Lender fails to so notify Borrower that it requires additional information, the materials provided by Borrower with the initial request for consent shall be deemed to be sufficient to permit Lender to evaluate such request. In the event that Lender fails to grant or withhold its approval and consent to such alterations within ten (10) Business Days from the date that Lender shall have received all additional information or materials timely requested hereunder (and, in the case of restorationa withholding of consent, stating the value thereof immediately preceding grounds therefor in reasonable detail), or, if no additional materials were so requested, then provided no Event of Default is continuing, within ten (10) Business Days from the casualty or condemnation in question; (iii) any alteration or restoration date of Borrower’s request for consent, then Lender’s approval and consent shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior deemed to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertybeen granted. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct Lender’s prior approval shall be required in connection with any new Improvement (i) Alterations to any Improvements (except tenant improvements under any Lease approved by Lender or otherwise alter Alterations required in order to comply with applicable Legal Requirements) that would reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or restore the Propertyongoing cash flow of the 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 structural Alteration) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld, conditioned or delayed. If the total unpaid amounts incurred and to be incurred with respect to such Alterations set forth in clause (i) and (ii) above (whether or not Lender’s prior approval is required with respect to such Alterations), shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to 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 under the Loan Documents any of the following: (1) cash, (2) Letters of Credit, (3) U.S. Obligations, (4) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (i5) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same (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”). 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 to be incurred with respect to such 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 (z) in the case of any alteration or restoration (subject to Capital Expenditures, shall be reduced by the provisions of the Loan Agreement regarding the application amount of any proceeds Capital Expenditure Funds on deposit at the time such Alteration is commenced. If the Alteration Guaranty delivered in accordance with this Section 4.1.10 is by Guarantor, and the aggregate potential liability of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable Guarantor pursuant to such phase Alteration Guaranty and any and all other consents or approvals guarantees and indemnities delivered by Guarantor pursuant to this Agreement and the other Loan Documents (excluding for these purposes the Guaranty) exceeds ten percent (10%) of the outstanding principal amount of the Loan, 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 Loan. If any other Person other than Guarantor delivers an Alteration Guaranty in accordance with this Section 4.1.10, 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 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 therefor; (v) any alteration or restoration pursuant to this Section 4.1.10 in such proportions as Borrower may specify. Any and all Alterations shall be effected with due diligence, in a good and workmanlike manner, performed in compliance with all applicable legal requirements and insurance requirements specified Legal Requirements in a manner that does not significantly disrupt the Loan Agreement; (vi) business otherwise conducted at each Individual Property. Upon completion of the Trustor shall have the funds Alterations to paywhich any security delivered by Borrower pursuant to this Section 4.1.10 relates, and Lender shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertyreturn such excess security to Borrower. (ba) Nothing herein Any proposed Alteration that requires Lender’s consent pursuant to this Section 4.1.10 which is, in each case, accompanied by a reasonably detailed description of the Alteration and the plans and specifications therefor and which states at the top of such 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 construed deemed approved if Lender shall have not 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 be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Lender.

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with any alterations to any Improvements (specifically excluding any alterations in connection with the PR Restoration) (a) The Trustor that could reasonably be expected to have a Material Adverse Effect, (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold, but specifically excluding (1) the costs of any capital expenditures and tenant improvements set forth in Leases entered into in accordance with this Agreement, (2) Unfunded Obligations, (3) Immediate Repairs, (4) Environmental Work, (5) the additional environmental work set forth on Schedule 4.25 hereof, (6) the PR Restoration work, (7) alterations set forth on an Approved Annual Budget and (8) Additional Pre-Approved Alterations or (c) that are structural in nature and could reasonably be expected to have a Material Adverse Effect, which approval may construct be granted or withheld in Lender’s reasonable discretion. If the total unpaid amounts incurred and to be incurred with respect to any new Improvement or otherwise alter or restore alterations to the PropertyImprovements shall at any time exceed the applicable Alteration Threshold, provided that but specifically excluding the costs of any capital expenditures and tenant improvements set forth in Leases entered into in accordance with this Agreement, 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) in the case of any alteration or restoration cash, (subject ii) U.S. Obligations, (iii) other security reasonably acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the provisions form and issuer of same), or (iv) 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 Loan Agreement regarding total unpaid amounts incurred and to be incurred with respect to such alterations to the application of any proceeds of insurance), Improvements over the applicable Alteration Threshold and shall (1) so long as no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orand no Trigger Period has occurred and is continuing, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; Borrower and (vii2) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes that a Permitted Lien (as defined Trigger Period has occurred and is continuing, but no Event of Default is continuing, be deposited in the Loan Agreement)Cash Management Account, in each instance, when the remaining unpaid amounts with respect to such alterations are equal to or less than the Alteration Threshold. At any time that Lender’s approval is required under this Section 4.21, provided no Event of Default is continuing, Lender’s approval shall be deemed granted if the Deemed Approval Requirements have been satisfied with respect thereto.

Alterations. Administrative Agent’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor that may construct have a Material Adverse Effect or (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement but excluding any alteration, improvement or restore replacement pursuant to any Lease existing as of the Propertydate hereof or entered into in accordance with the terms of this Agreement and approved by Administrative Agent to the extent required herein) is reasonably anticipated to exceed the Alteration Threshold, provided that which approval shall not be unreasonably withheld, delayed or conditioned. All alterations to any Improvements shall be made lien-free and in a good and workmanlike manner in accordance with all Applicable Laws. If the total unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements (excluding any alterations for which Borrower is being reimbursed by Tenants pursuant to their respective Leases) shall at any time exceed the Alteration Threshold (and, for all purposes of this Section 4.21, such excess, if any, shall be determined after taking into account amounts on deposit in the Replacement Reserve Account to the extent the Alterations constitute Replacements), Borrower shall prior to commencement of the related work deliver to Administrative Agent as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) Letter of Credit, or (iii) a guaranty from Guarantor or such other guarantor reasonably acceptable to Administrative Agent (the “Alterations Collateral”). 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 (excluding any alteration or restoration when completed alterations for which Borrower is being reimbursed by Tenants pursuant to their respective Leases) over the Alteration Threshold. Borrower shall not result in be entitled to a reduction or release, as the case may be, of the value Alterations Collateral from time to time (but not more than once per calendar quarter) as the unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements is reduced due to partial completion. Each request for approval of alterations to any Improvements shall contain a legend in capitalized bold letters on the top of the Property below cover page stating: “THIS IS A REQUEST FOR CONSENT TO ALTERATIONS TO IMPROVEMENTS. ADMINISTRATIVE AGENT’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. ADMINISTRATIVE AGENT’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN ADMINISTRATIVE AGENT’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED” and Borrower shall include the value thereof immediately preceding following documentation with such request: (a) a detailed description of the commencement alterations to be performed to the Improvements, and (b) all other materials reasonably determined by Borrower and Administrative Agent to be necessary in order for Administrative Agent to evaluate such proposed alterations. Within three (3) Business Days of Administrative Agent’s receipt of Borrower’s written request, Administrative Agent shall notify Borrower of any additional information or materials necessary for Administrative Agent’s evaluation of such alteration orrequest. If Administrative Agent fails to so notify Borrower that it requires additional information, the materials provided by Borrower with the initial request for consent shall be deemed to be sufficient to permit Administrative Agent to evaluate such request. In the event that Administrative Agent fails to grant or withhold its approval and consent to such alterations within ten (10) Business Days from the date that Administrative Agent shall have received all additional information or materials requested hereunder (and, in the case of restorationa withholding of consent, stating the value thereof immediately preceding grounds therefor in reasonable detail), or, if no additional materials were so requested, then within ten (10) Business Days from the casualty or condemnation in question; (iii) any alteration or restoration date of Borrower’s request for consent, then Administrative Agent’s approval and consent shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior deemed to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertybeen granted. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct Borrower may, without Lender’s consent, perform alterations to any new Improvement or otherwise alter or restore the Property, provided that Improvements which (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; do not constitute a Material Alteration and (ii) any alteration or restoration when completed shall upon completion are not reasonably expected to result in a reduction Material Adverse Effect. Borrower shall not perform any Material Alteration without Lender’s prior written consent. If the total unpaid amounts incurred and to be incurred with respect to 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 of the value of the Property below the value thereof immediately preceding the commencement of such alteration orfollowing: (i) cash, in the case of restoration(ii) U.S. Obligations, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality toa Letter of Credit, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior other securities acceptable to commencing any phase Lender (provided that, if required by Lender, Lender shall have received a Rating Agency Confirmation as to the form and issuer of any alteration same), or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration a completion bond (provided that, if required by Lender, Lender shall have received a Rating Agency Confirmation as to the form and issuer of same) (items (i) through (v) above, the “Alteration Security”). Such security shall be effected in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with due diligence, 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. All alterations to any Improvements shall be made lien-free and in a good and workmanlike manner, manner in compliance accordance with all Applicable Laws. It being understood that if the remaining cost to the complete the applicable legal requirements alterations is equal to or less than the amount of the Alteration Security, then any Alteration Security delivered to Lender shall be disbursed to Borrower (or shall be proportionately reduced by Borrower with respect to non-cash Alteration Security) no more frequently than monthly in accordance with the terms and insurance requirements specified conditions set forth in Section 8.4(b) through (e) hereof (except that all references in Section 8.4(b), 8.4(d) and 8.4(e) hereof to “Replacements” or “Replacement work” shall be deemed reference to the alterations and alterations work performed pursuant to this Section 4.21). Any Alteration Security delivered to Lender in a form other than cash may be reduced in connection with the disbursements referred to in the Loan Agreementprevious sentence. All alterations to any Improvements shall be made lien-free and in a good and workmanlike manner in accordance in all material respects with Applicable Law. Nothing in this Section 4.21 shall (i) make Lender responsible for making or completing any alterations; (viii) the Trustor shall have the require Lender to expend funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except addition to the extent Alteration Security to complete any such lien constitutes a Permitted Lien alterations; (as defined in the Loan Agreement)iii) obligate Lender to proceed with any alterations; or (iv) obligate Lender to demand from Borrower additional sums to complete any alterations.

Alterations. (a) The Trustor may construct Lender’s prior approval shall be required in connection with any new Improvement (i) Alterations to any Improvements (except tenant improvements under any Lease approved by Lender or otherwise alter Alterations required in order to comply with applicable Legal Requirements) that would reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or restore the Propertyongoing cash flow of the 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 structural Alteration) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld, conditioned or delayed. If the total unpaid amounts incurred and to be incurred with respect to such Alterations set forth in clause (i) and (ii) above (whether or not Lender’s prior approval is required with respect to such Alterations), shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to 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 under the Loan Documents any of the following: (1) cash, (2) Letters of Credit, (3) U.S. Obligations, (4) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (i5) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same (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”). 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 to be incurred with respect to such 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 (z) in the case of any alteration or restoration (subject to Capital Expenditures, shall be reduced by the provisions of the Loan Agreement regarding the application amount of any proceeds Capital Expenditure Funds on deposit at the time such Alteration is commenced. If the Alteration Guaranty delivered in accordance with this Section 4.1.10 is by Guarantor, and the aggregate potential liability of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable Guarantor pursuant to such phase Alteration Guaranty and any and all other consents or approvals guarantees and indemnities delivered by Guarantor pursuant to this Agreement and the other Loan Documents (excluding for these purposes the Guaranty) exceeds ten percent (10%) of the outstanding principal amount of the Loan, 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 Loan. If any other Person other than Guarantor delivers an Alteration Guaranty in accordance with this Section 4.1.10, 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 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 therefor; (v) any alteration or restoration pursuant to this Section 4.1.10 in such proportions as Borrower may specify. Any and all Alterations shall be effected with due diligence, in a good and workmanlike manner, performed in compliance with all applicable legal requirements and insurance requirements specified Legal Requirements in a manner that does not significantly disrupt the Loan Agreement; (vi) business otherwise conducted at each Individual Property. Upon completion of the Trustor shall have the funds Alterations to paywhich any security delivered by Borrower pursuant to this Section 4.1.10 relates, and Lender shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertyreturn such excess security to Borrower. (b) Nothing herein Any proposed Alteration that requires Lender’s consent pursuant to this Section 4.1.10 which is, in each case, accompanied by a reasonably detailed description of the Alteration and the plans and specifications therefor and which states at the top of such 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 construed deemed approved if Lender shall have not 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 be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Lender.

Alterations. Lender’s prior approval shall be required in connection with (a) The Trustor may construct any new Improvement alterations to any Improvements (i) that is likely to have a Material Adverse Effect, (ii) that is likely to materially and adversely affect any structural component or otherwise alter the exterior of any Improvements (other than customary landscaping) or restore any utility or HVAC system at the PropertyProperties, or (iii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold or (b) any alteration to any Improvements during the continuance of an Event of Default (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 (taking into consideration any amounts on deposit in the Capital Expenditure Account if such Material Alteration is an Approved Capital Expenditure to the extent of Capital Expenditure Funds allocated thereto) any of the following: (1) cash, (2) a Letter of Credit, (3) U.S. Obligations, (4) other securities reasonably acceptable to Lender, provided that, to the extent applicable, Lender shall have received a Rating Agency Confirmation as to the form and issuer of same or (5) an additional guaranty from Sun Guarantor. 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. Upon substantial completion of any Material Alteration, Borrower shall provide evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration 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. Lender shall use good faith efforts to respond within fifteen (15) Business Days after Lender’s receipt of Borrower’s written request for approval or restoration consent of a Material Alteration. If Lender fails to respond to such request within fifteen (15) Business Days, and Borrower sends a second request containing a legend clearly marked in not less than fourteen (14) point bold face type, underlined, in all capital letters “REQUEST DEEMED APPROVED IF NO RESPONSE WITHIN 24 15 BUSINESS DAYS”, Lender shall be substantially equal in quality to, deemed to have approved or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable consented to such phase and all other consents or approvals required therefor; Material Alteration if Lender fails to respond to such second written request before the expiration of such fifteen (v15) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyBusiness Day period. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold or restore (c) that are structural in nature; provided, however, that with respect to items (a) and (b) above, such approval may be granted or withheld in Lender’s reasonable discretion, and with respect to item (c) above, such approval may be granted or withheld in Lender’s sole discretion. If the Propertytotal unpaid amounts incurred and to be incurred with respect to any alterations to the Improvements shall at any time exceed the Alteration Threshold, provided that Borrower shall promptly deliver to Lender as security for the payment of such amounts (the “Alteration Security”) and as additional security for Borrower’s obligations under the Loan Documents any of the following as determined by Borrower: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration U.S. Obligations, (iii) other securities acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), or restoration when completed (iv) a completion bond (provided that Lender shall not result have received a Rating Agency Confirmation as to the form and issuer of same). Such security shall be in a reduction an amount equal to the excess of the value of total unpaid amounts incurred and to be incurred with respect to such alterations to the Property below Improvements over the value thereof Alteration Threshold. Notwithstanding the immediately preceding sentence to the commencement of such alteration orcontrary, in the case event a Lease permits the Tenant thereunder to perform alterations without Borrower’s consent or approval (or if the Tenant has obtained such consent or approval from Borrower prior to the Closing Date and Borrower has advised Lender in writing of restorationsuch approval) and without any requirement to deliver any Alteration Security as required hereunder, and such Tenant maintains a long term unsecured debt rating of “BBB-” or better by S&P (or an equivalent rating by the value thereof immediately preceding the casualty or condemnation in question; (iii) other Rating Agencies), then such Alteration Security shall not be required hereunder. All alterations by Borrower to any alteration or restoration Improvements shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase made lien-free and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, manner in compliance accordance with all applicable legal requirements Applicable Laws. Notwithstanding the foregoing provisions of this Section 4.21, (i) Lender hereby approves the alterations contemplated by the Fifth Amendment to Lease, provided same are completed in accordance with the terms and insurance requirements specified conditions thereof, and (ii) to the extent the Lease with a Tenant remains in effect and such Tenant remains liable for the Loan Agreement; (vi) the Trustor obligations under its Lease, such Tenant shall have the funds right to payperform any alterations explicitly set forth in such Lease (which do not require Borrower’s consent or for which such consent was obtained from Borrower prior to the Closing Date and Borrower has advised Lender in writing of such consent) in accordance with the express terms thereof and, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined rights conflict or are inconsistent with the provisions of this Section 4.21, the provisions set forth in the Loan Agreement)such Lease shall govern and control.

Alterations. (a) The Trustor may construct ▇▇▇▇▇▇’s prior approval shall be required in connection with any new Improvement or otherwise alter or restore the Property, provided that alterations to any Improvements (“Alterations”) (i) that are reasonably likely to have an Individual Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or (iii) that materially and negatively affect the structural integrity of the Improvements, which approval may be granted or withheld in Lender’s reasonable discretion. Notwithstanding the foregoing, ▇▇▇▇▇▇’s consent shall not be required in connection with any (A) repairs based on life safety or emergency conditions or which are required to comply with applicable Legal Requirements, (B) work disclosed to the Lender on Schedule X attached hereto other than material expansions to Improvements on the Property to the extent consent is required for such expansions pursuant to the foregoing sentence, (C) non-structural or decorative work performed in the case ordinary course of any alteration or restoration Mortgage Borrower’s business, (subject D) tenant improvements and other Alterations made pursuant to an Approved Annual Budget except to the provisions extent such Alterations are reasonably anticipated to exceed the applicable Alteration Threshold; (E) Alterations under and pursuant to any existing Lease as of the Closing Date (pursuant to the terms thereof in existence as of the Closing Date) or any Lease entered into in accordance with the terms and conditions of Section 4.14 (pursuant to the terms thereof in existence as of the date such Lease was entered into in accordance with the terms and conditions of Section 4.14) other than in connection with any material expansions to Improvements on the Property to the extent consent is required for such expansion pursuant to the foregoing sentence; and (F) alterations and repairs arising out of a Casualty or Condemnation in accordance with the terms and conditions hereof, the Mezzanine A Loan Agreement regarding and the application Mortgage Loan Agreement, (G) any repairs required pursuant to this Agreement, (H) any pavement of roads, driveways and parking lots, (I) any proceeds roof repairs or replacements or installation or any other addition of insuranceantenna or solar panels at an Individual Property and (J) Tenant Funded Alterations (clauses (A) through (J), the “Approved Alterations”). To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and ▇▇▇▇▇▇ thereafter fails to respond, ▇▇▇▇▇▇’s approval shall be deemed given with respect to the matter for which approval was requested. (b) Except to the extent such amounts are already reserved by Mortgage Lender or Mezzanine A Lender, as applicable, or if each of Mortgage Lender and Mezzanine Lender shall have waived in writing such reserve, reserved by Lender in connection with such Alteration, if the total unpaid amounts due and payable with respect to Alterations requiring ▇▇▇▇▇▇’s prior written consent at any Individual Property in the aggregate (other than such amounts to be paid or reimbursed by Tenants under the Leases and any amounts to be paid in respect of Approved Alterations with respect to such Properties) shall at any time exceed the Alteration Threshold, Borrower shall promptly cause Mezzanine A Borrower and Mortgage Borrower to deliver to Mortgage Lender or Mezzanine A Lender, as applicable, as security for the payment of such excess amounts and as additional security for Mortgage Borrower’s obligations under the Mortgage Loan Documents and Mezzanine A Borrower’s obligations under the Mezzanine A Loan Documents, or, if each of Mortgage Lender and Mezzanine A Lender shall have waived in writing such security, Borrower shall promptly deliver to Lender as security for the payment of such excess amounts and as additional security for Borrower’s obligations under the Loan Documents, any of the following with respect to such Alteration exceeding the Alteration Threshold (as applicable, the “Alterations Deposit”): (I) cash, (II) U.S. Obligations, (III) other securities having a rating reasonably acceptable to Lender and in respect of which, at Lender’s option following a rated Securitization of the Loan, Borrower has obtained a Rating Agency Confirmation from the applicable Rating Agencies or (IV) a Letter of Credit. Each such Alterations Deposit shall be (A) in an amount equal to the excess of the total unpaid amounts with respect to the 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 and (B) disbursed or released, as applicable, from time to time by Mortgage Lender, Mezzanine A Lender or Lender, as applicable, to Mortgage Borrower for completion of the Alterations at the applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall cause Mortgage Borrower to 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, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default exists; shall be continuing, and (ii3) any alteration or restoration when completed such request shall not result in a reduction be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the value of Alterations at the applicable Individual Property below to be funded by the value thereof immediately preceding the commencement of such alteration or, requested disbursement have been completed in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, manner and in compliance accordance with all applicable legal requirements Legal Requirements, in all material respects, such Officer’s Certificate to be accompanied by copies of invoices paid (or to be paid) in excess of $25,000 and insurance requirements specified any material licenses, permits or other approvals by any Governmental Authority required in connection with the Loan Agreement; applicable portion of the Alterations, (viy) identifying each contractor to be paid by Mortgage Borrower that supplied materials or labor in connection with the Trustor shall have applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will be paid the amounts then due and payable to such contractor in connection with the funds to paybe disbursed. Each Alterations Deposit shall (if held in cash) be held by Lender in an interest-bearing account and, until disbursed or released in accordance with the provisions of this Section 4.21, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender 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 fully payon the date such disbursement is to be made, the cost no Event of any alteration or restoration; Default shall be continuing and (vii2) 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, in all material respects, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any alteration invoices in excess of $25,000 and any material 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 Alterations has been paid in full or will not adversely affect the present use of the Propertyhave been paid in full upon such disbursement. (bc) Nothing herein In no event shall the aggregate amount of any Letters of Credit delivered hereunder or any other provision of the Loan Documents exceed ten percent (10%) of the outstanding principal amount of the Loan, unless ▇▇▇▇▇▇▇▇ delivers to Lender an opinion of counsel to the effect that delivery of such Letter of Credit does not alter the conclusion reached in the Non-Consolidation Opinion, or a New Non-Consolidation Opinion, which opinion and any counsel delivering such opinion (if not counsel who delivered the Non-Consolidation Opinion) shall be construed reasonably acceptable to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Lender.

Alterations. (a1) The Trustor Borrower shall obtain Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, to any Alterations to any Improvements on any Individual Property that would reasonably be expected to have a Material Adverse Effect on the applicable Individual Property. Notwithstanding the foregoing, Administrative Agent’s consent shall not be required in connection with any Alterations in connection with (i) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof, (ii) tenant improvement work performed pursuant to the terms and provisions of a Lease entered into by Borrower in accordance with the terms of this Agreement and not materially adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements at any Individual Property, or (iii) Alterations performed in connection with the Restoration of any Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. If the total unpaid amounts due and payable with respect to Alterations to the Improvements at any Individual Property (other than amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Administrative Agent as security for the payment of such amounts in excess of the Alteration Threshold and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Administrative Agent, (D) a completion bond issued by a Person having a rating by S&P of not less than A-1+ if the term of such bond is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a Person having a rating that is reasonably acceptable to Administrative Agent, (E) a Letter of Credit, which such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such Alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold and may construct be reduced from time to time at the request of Borrower to the cost estimated by Borrower and reasonably approved by Administrative Agent to complete such Alterations or to terminate any new Improvement of the Alterations and restore such Individual Property to the extent necessary to prevent a Material Adverse Effect on the applicable Individual Property, or otherwise alter (F) cause an Acceptable Indemnitor to execute and deliver to Administrative an Alteration Indemnity in the form attached hereto as Exhibit G) with respect to such Alterations, such Alteration Indemnity to be in an amount equal to the excess of the total unpaid amounts with respect to such Alterations to the Improvements including any Unfunded Tenant Allowances applicable to the Individual Property (other than such amounts to be paid or restore reimbursed by tenants under the PropertyLeases) over the Alteration Threshold. (2) With regard to any action described in this Section 9.14 for which Administrative Agent’s consent is required, Administrative Agent shall not withhold its consent or disapproval to any such action for more than ten (10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that (i) Borrower submits such request for Administrative Agent’s approval in the case of any alteration or restoration (subject an envelope labeled “Priority” and delivered to Administrative Agent by overnight delivery and otherwise in accordance with the provisions of Section 12.1 and which request shall state at the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction top of the value of first page in bold lettering in 14 pt. font “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT AND THE LENDERS FROM TIME TO TIME A PARTY THERETO.” In the Property below event that Administrative Agent fails to either approve such request or disapprove such request (such disapproval stating the value thereof immediately preceding the commencement of reasons for such alteration or, in the case of restorationdisapproval) for more than ten (10) Business Days after receipt thereof, the value thereof immediately preceding action that was the casualty or condemnation in question; (iii) any alteration or restoration subject of said request shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertydeemed approved. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct any new Improvement or otherwise None of the Borrowers shall alter or restore cause or permit the Property, provided that (i) in the case alteration of any alteration or restoration (subject to Improvements at any Property without the provisions of the Loan Agreement regarding the application of any proceeds of insurance)Agent’s prior Approval; provided, however, that if no Default has occurred and remains outstanding and if no Event of Default exists; (ii) has occurred, such Approval shall not be unreasonably withheld, conditioned or delayed in connection with any alteration or restoration when completed shall that (A) is not reasonably likely to result in a reduction Material Adverse Change or an adverse effect of a material nature on the value Net Cash Flow from the relevant Property, (B) complies with all Legal Requirements, including without limitation, Legal Requirements regarding environmental matters, landmarks and zoning, (C) is not reasonably likely to affect any structural component of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the exterior of any building constituting a part of any Improvements or materially affect any utility or HVAC system contained in any Improvements, (D) have an aggregate cost, for all alterations pending or being actively pursued in respect of a Property as at any time, of less than SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND ZERO CENTS ($750,000.00) and (E) have an aggregate cost, with respect to all the Properties undergoing alterations at any time, of less than five percent (5%) of the date hereof; Outstanding Principal Balance (iveach of clauses (D) prior and (E), a “Major Alteration Threshold”). For the avoidance of doubt, the Agent may require that the Borrowers deliver additional security to commencing any phase the Agent for the Borrowers’ obligations under the Loan Documents as a condition to the Agent’s approval of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertythat would exceed either Major Alteration Threshold. (b) Nothing herein The Borrowers shall be construed complete and pay for in full any alterations in a good, workmanlike and Lien-free manner in accordance with the Leases, if applicable. The Borrowers shall provide the Agent evidence of the Lien-free completion of any such improvements in such form as the Agent shall request, including, but not limited to: (i) a written Lien waiver acceptable to the Agent from each party to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness paid (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined that the same would be obtained in the Loan Agreement)ordinary course) and (ii) a search of title to each Property to which the alteration relates effective to the date of the disbursement which shows no Liens other than Permitted Encumbrances.

Alterations. Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of the Project and (iii) are in the ordinary course of Borrower’s business. Borrower shall not 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 security for payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement of the following: (i) cash, (ii) a letter of credit, (iii) other securities acceptable to Lender, or otherwise alter (iv) a completion bond. 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 restore reimbursed by Tenants under the PropertyLeases) over the Alteration Threshold, provided 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 the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration 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 substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower has provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. (a) The Trustor Borrower shall not, without Lender’s consent (such consent not to be unreasonably withheld, conditioned or delayed), perform alterations to the Improvements and Equipment which constitute a Material Alteration or would reasonably be expected to result in a Material Adverse Effect. At any time the outstanding costs of all alterations then being performed at the Property exceeds the Alteration Threshold, Borrower shall deliver to Lender security for payment of the cost of such alterations in excess of the Alteration Threshold, as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement or otherwise alter or restore of the Property, provided that following: (i) cash or cash equivalents, (ii) subject to the limitations set forth in Section 6.12, a Letter of Credit, (iii) subject to the case of any alteration limitations set forth in Section 6.12, an Alteration Deficiency Guaranty or restoration (iv) such other security as may be reasonably approved by Lender (subject to the provisions of Section 4.12.2(b)). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred in order to complete such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold (the amount of such excess, an “Alteration Deficiency”) and Lender may apply such security from time to time at the option of Lender to pay for such alterations if any unpaid amounts are required to be paid pursuant to the Loan Agreement regarding Documents and Borrower has not made the application applicable payments (subject to Borrower’s right to contest such payments in good faith). Borrower shall be entitled to a reduction or release, as the case may be, of such security being held by Lender from time to time (but not more than once per calendar month) as the unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements are reduced due to partial completion. Upon substantial completion of any proceeds Material Alteration, Borrower shall provide a certificate of insurance)substantial completion in form and substance reasonably acceptable to Lender or other evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens (or such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender or fully insured by the title company issuing the Title Insurance Policy), and (iii) all material licenses and permits necessary for the use, operation and occupancy of the value 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, Lender shall, on a ratable basis as the Material Alterations are completed and in full upon substantial completion, release and return such security (or in the case of an Alteration Deficiency Guaranty, terminate such Alteration Deficiency Guaranty), provided that the amount of such security held by Lender shall at no time be less than the then remaining Alteration Deficiency, as the same may be reduced due to partial completion. (b) Notwithstanding anything to the contrary contained in this Section 4.12.2, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.12.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the Property below first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the value thereof immediately preceding the commencement expiration of such alteration orfive (5) Business Day period; and (ii) if Lender fails to respond to or to deny such request for approval or consent in writing within such five (5) Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER 731 OFFICE ONE LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GIVEN”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period, Lender fails to approve or deny (and, in the case of restorationa denial, stating the value thereof immediately preceding the casualty grounds therefor in reasonable detail) such request for approval or condemnation in question; consent within such second five (iii5) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyBusiness Day period. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor may construct that are structural in nature and could be reasonably expected to have a Material Alteration Adverse Effect or (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval shall (subject to applicable REMIC Requirements) not be unreasonably withheld conditioned or restore delayed. Notwithstanding the Propertyforegoing, provided Lender’s prior approval shall not be required for alterations that Borrower determines (in its commercially reasonable discretion) are required in order for the Property to continue to comply with any applicable Legal Requirements. If the total unpaid amounts incurred and to be incurred with respect to 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 of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to commencing any phase the form and issuer of any alteration or restoration, same). Such security shall be in an amount equal to the Trustor shall obtain all permits applicable excess of the total unpaid amounts incurred and to be incurred with respect to such phase alterations to the Improvements over the Alteration Threshold. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and all other consents or approvals required therefor; (v) any alteration or restoration Lender thereafter fails to respond, Lender’s approval shall be effected deemed given with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except respect to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).matter for which approval was requested

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Property (a)(i) that is reasonably likely to have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could adversely affect any structural component of any Improvements, any utility or HVAC system at the Property or the exterior of any building constituting a part of any Improvements or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) The Trustor or (b), may construct be granted or withheld in Lender’s sole discretion. Any alteration to the 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 Property shall at any new Improvement 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: (A) cash, (B) Letters of Credit, (C) U.S. Obligations or (D) other securities acceptable to Lender, provided that, with respect to clause (D), Lender shall have received a Rating Agency Confirmation as to the form and 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, at Lender’s option, Lender shall have the right to apply such security from time to time to pay for such alterations if not otherwise alter or restore paid by Borrower prior to the date such amounts are due. Upon substantial completion of any alteration to the Property, Borrower shall provide (or cause Tenant to provide) evidence reasonably satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (3) all licenses and permits necessary for the use, operation and occupancy of the Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the applicable Governmental Authority. Notwithstanding anything to the contrary contained in this Agreement, Lender’s consent shall not be required in connection with the Existing Project, provided that each of the following conditions is satisfied and remains satisfied at all times until completion of the Existing Project: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; has occurred and is continuing, (ii) any alteration or restoration when completed shall not result in a reduction the Ionis Lease Condition is satisfied, (iii) Ionis is solely responsible for the payment for, and performance and completion of the value Existing Project, (iv) Borrower provides to Lender written evidence reasonably acceptable to Lender in all respects that the Existing Project complies with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters) and any other restrictions encumbering the Property, including, without limitation, the REAs (to the extent any such approvals are required pursuant to the terms of any REA), (v) all approvals, authorizations, certifications, licenses and permits, including, without limitation, certificates of completion and occupancy, required by any Governmental Authority or otherwise necessary for the use, occupancy and operation of the Property below (including any new improvements) in the value thereof immediately preceding manner in which the Property was being used, occupied and operated prior to commencement of such alteration or, the Existing Project have been obtained by Ionis and/or Borrower and are in full force and effect (to the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) extent any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; foregoing are required by any Governmental Authorities having jurisdiction over the Property, Borrower or Tenant), (ivvi) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, Existing Project is being completed in a good and workmanlike mannermanner on a lien free basis in accordance with the terms and conditions of the Ionis Lease and this Agreement, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use at Lender’s request, Borrower shall deliver lien waivers or conditioned lien waivers with respect to all work that has been completed, (viii) upon completion of the Property. applicable Existing Project (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except and to the extent any new building or structure is constructed as part of such lien constitutes Existing Project, and such new building or structure is not depicted on the Survey delivered to Lender in connection with the closing of the Loan), Borrower shall deliver to Lender an updated Survey reasonably acceptable to Lender in all respects, (ix) upon completion of the applicable Existing Project (and to the extent required pursuant to the applicable Legal Requirements), Borrower shall deliver a Permitted new or updated certificate of occupancy with respect to the Property, (x) upon completion of the Existing Project, Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instrument and evidence of payment of any premium payable in connection with such endorsement, and (as defined xi) Ionis maintains (x) a Net Worth of not less than $51,350,000.00 plus the estimated cost of the Existing Project (excluding Guarantor’s interest in the Loan Agreement)Property) and (y) Liquid Assets of not less than $5,135,000.00 plus the estimated cost of the Existing Project.

Alterations. Mezzanine Borrower shall obtain Mezzanine Lender's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Mezzanine Borrower's or Borrower's financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Mezzanine Lender's consent shall not be required in connection with any alterations that will not have a material adverse effect on Mezzanine Borrower's or Borrower's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) The Trustor may construct any new Improvement or otherwise alter or restore tenant improvement work performed pursuant to the Property, provided that (i) in the case terms of any alteration Lease executed on or restoration before the date hereof and costing no more than the Threshold Amount, (subject b) tenant improvement work performed pursuant to the terms and provisions of a Lease or alterations performed by a Master Tenant in accordance with the terms and provisions of the applicable Master Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements or costing in excess of the Threshold Amount, or (c) alterations 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 Loan Agreement regarding Agreement. If the application total unpaid amounts due and payable with respect to alterations to the Improvements at any Individual Property shall at any time exceed the lesser of any proceeds of insurance), no Event of Default exists; (i) Five Hundred Thousand and No/100 Dollars ($500,000) and (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration tenant improvement work or restoration; and (vii) any alteration will not adversely affect alterations requiring the present use consent of the Property. landlord pursuant to the terms and provisions of the applicable Master Lease (bthe "THRESHOLD AMOUNT"), Mezzanine Borrower shall cause Borrower promptly to deliver to Lender as security for the payment of such amounts and as additional security for Mezzanine Borrower's obligations under the Mezzanine Loan Documents any of the following: (A) Nothing herein cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Mezzanine Lender, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Mood▇'▇ ▇▇ not less than "P-1" if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Mezzanine Lender. Such security shall be construed in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be a consent paid or reimbursed by tenants under the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on Leases) over the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Threshold Amount.

Alterations. Lender’s prior written approval shall be required in connection with any alterations to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a 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 or Brand Manager, (a) The Trustor may construct that are reasonably expected to have or does have a Material Adverse Effect on any new Improvement or otherwise alter or restore the Individual Property, provided (b) that (i) are structural in the case of nature or have a material adverse effect on any alteration utility or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result HVAC system contained in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as 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 date hereof; (iv) prior Alteration Threshold. If the total unpaid amounts incurred and to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable be incurred with respect to such phase and all other consents or approvals required therefor; alterations to the Improvements shall at any time exceed the Alteration Threshold (v) with credit given for any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified balance in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to finance any such Improvementthe applicable Individual Property), alteration or restorationBorrower shall promptly deliver to Lender, or shall cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any lien servicing such Indebtedness except 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 any acceptable to the applicable Rating Agencies, or (iii) a letter of credit acceptable to Lender in its sole and absolute 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 lien constitutes a Permitted Lien (as defined in alterations to the Loan Agreement)Improvements over the Alteration Threshold. ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇

Alterations. (a) The Trustor may construct Borrower shall obtain Lender’s prior consent to any new Improvement or otherwise alter or restore the Propertyalterations to any Improvements, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result be unreasonably withheld. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a reduction of material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property below or the value thereof immediately preceding the commencement Net Operating Income, provided that such alterations (a) do not materially and adversely affect any structural component of such alteration orany Improvements, any utility or HVAC system contained in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase exterior of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in building constituting a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost part of any alteration Improvements and the aggregate cost thereof does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000) or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein 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. If the total unpaid amounts due and payable with respect to 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 exceed Two Hundred Thousand and 00/100 Dollars ($200,000) (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 under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than “A-1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be construed in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be a consent paid or reimbursed by tenants under the Beneficiary Leases) over the 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 such alterations, Lender shall promptly return such security to Borrower. This Section 5.1.21 shall not apply to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or alterations for which any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)amounts have been reserved under Article 7 hereof.

Alterations. (a) The Trustor may construct Pledgor shall obtain Lender’s prior written consent to any new Improvement or otherwise alter or restore the Propertyalterations to any Improvements, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result in be unreasonably withheld except with respect to alterations that could reasonably be expected to have a reduction of material adverse effect on Pledgor’s, Mezzanine A Borrower’s or Mortgage Borrower’s financial condition, the value of the Property below related Individual Property, the value thereof immediately preceding Collateral, the commencement of such alteration orMezzanine A Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in the case of restorationconnection with any alterations that will not have a material adverse effect on Pledgor’s, Mezzanine A Borrower’s or Mortgage Borrower’s financial condition, the value thereof immediately preceding of the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better thanrelated Individual Property, the Improvements Collateral, the Mezzanine A Collateral or Equipment located on the Property as of Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the date hereof; (iv) prior to commencing any phase terms of any alteration or restorationLease executed in accordance with the terms hereof, Mezzanine A Loan Agreement and the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Mortgage Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement, the Mezzanine A Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be construed in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be a consent paid or reimbursed by tenants under the Beneficiary Leases) over the Threshold Amount and applied from time to any mechanic's, materialman's, supplier's, repairman's or similar lien on time at the Property or any interest therein option of Lender to pay for such alterations or to terminate any Indebtedness (as defined in of the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except 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. Notwithstanding the foregoing, Pledgor shall be relieved of its obligation to deposit the security for certain alterations described above provided (A) Mortgage Borrower is required to and does deliver such lien constitutes a Permitted Lien security to Mortgage Lender in accordance with the Mortgage Loan Documents or (as defined B) Mezzanine A Borrower is required to and does deliver such security to Mezzanine A Lender in accordance with the Mezzanine A Loan Agreement)Documents, and in either case Lender received evidence acceptable to Lender of the delivery of such security.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor may construct any new Improvement or otherwise alter or restore the Property, provided that exclusive of (i) restoration and repair work set forth in the case of any alteration or an approved Annual Budget, where such restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)and repair work has been separately approved by Lender, no Event of Default exists; (ii) alterations to tenant spaces specifically required to be performed by Borrower, as landlord, under any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orLease, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration alterations required to be performed by the Manager or restoration a Franchisor (rather than by Borrower or Maryland Owner, as applicable) pursuant to a Management Agreement or Franchise Agreement), (a) that may have a material adverse effect on the related Individual Property, (b) that are structural in nature 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 Alteration Threshold per Individual Property. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements at any Individual Property shall at any time exceed the Alteration Threshold (unless such alterations are covered by Reserve Funds or a Letter of Credit already delivered to Lender, in which case no security shall be substantially equal in quality torequired), Borrower or Maryland Owner, as the case may be, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Maryland Owner’s obligations under the 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, (iii) other securities acceptable to Lender and the Rating Agencies, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond, provided that such completion bond is acceptable to commencing any phase of any alteration Lender and the Rating Agencies or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration a Letter of Credit, provided that such Letter of Credit is acceptable to Lender and the Rating Agencies. Such security shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in an amount equal to the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Property. (b) Nothing herein shall be construed total unpaid amounts incurred and to be a consent by the Beneficiary incurred with respect to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except alterations to the extent any such lien constitutes a Permitted Lien (as defined in Improvements over the Loan Agreement)Alteration Threshold.

Alterations. (a) The Trustor may construct Pledgor shall obtain Lender’s prior written consent to any new Improvement or otherwise alter or restore the Propertyalterations to any Improvements, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed which consent shall not result in be unreasonably withheld except with respect to alterations that could reasonably be expected to have a reduction of material adverse effect on Pledgor’s, Mezzanine A Borrower’s, Mezzanine B Borrower’s, Mezzanine C Borrower’s or Mortgage Borrower’s financial condition, the value of the Property below related Individual Property, the value thereof immediately preceding Collateral, the commencement of such alteration orMezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in the case of restorationconnection with any alterations that will not have a material adverse effect on Pledgor’s, Mezzanine A Borrower’s, Mezzanine B Borrower’s, Mezzanine C Borrower’s or Mortgage Borrower’s financial condition, the value thereof immediately preceding of the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better thanrelated Individual Property, the Improvements Collateral, the Mezzanine A Collateral, the Mezzanine B Collateral, the Mezzanine C Collateral or Equipment located on the Property as of Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the date hereof; (iv) prior to commencing any phase terms of any alteration or restorationLease executed in accordance with the terms hereof, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Mezzanine A Loan Agreement; (vi) , Mezzanine B Loan Agreement, Mezzanine C Loan Agreement and the Trustor shall have the funds to payMortgage Loan Agreement, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with the terms and provisions of this Agreement, Mezzanine A Loan Agreement, Mezzanine B Loan Agreement, Mezzanine C Loan Agreement and the Mortgage Loan Agreement. If the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be construed in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be a consent paid or reimbursed by tenants under the Beneficiary Leases) over the Threshold Amount and applied from time to any mechanic's, materialman's, supplier's, repairman's or similar lien on time at the Property or any interest therein option of Lender to pay for such alterations or to terminate any Indebtedness (as defined in of the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except 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. Notwithstanding the foregoing, Pledgor shall be relieved of its obligation to deposit the security for certain alterations described above provided (A) Mortgage Borrower is required to and does deliver such lien constitutes a Permitted Lien security to Mortgage Lender in accordance with the Mortgage Loan Documents, (as defined B) Mezzanine A Borrower is required to and does deliver such security to Mezzanine B Lender in accordance with the Mezzanine A Loan Agreement)Documents, (C) Mezzanine B Borrower is required to and does deliver such security to Mezzanine B Lender in accordance with the Mezzanine B Loan Documents or (D) Mezzanine C Borrower is required to and does deliver such security to Mezzanine C Lender in accordance with the Mezzanine C Loan Documents, and in either case Lender received evidence acceptable to Lender of the delivery of such security.

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Property (a)(i) that could have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could adversely affect any structural component of any Improvements, any utility or HVAC system at the Property or the exterior of any building constituting a part of any Improvements or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) The Trustor or (b), may construct any new Improvement be granted or otherwise alter or restore the Property, provided that (i) withheld in the case of any Lender’s sole discretion. Any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal done and completed by Borrower in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase an expeditious and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good diligent fashion and workmanlike manner, in compliance with all applicable legal requirements Legal Requirements. If the total unpaid amounts incurred and insurance requirements specified in to be incurred with respect to such alterations to the 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 under the Loan AgreementDocuments any of the following: (A) cash, (B) Letters of Credit, (C) U.S. Obligations or (D) other securities acceptable to Lender, 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; (viprovided that the applicable Leases shall be in full force and effect) over the Trustor Alteration Threshold, and, at Lender’s option, Lender shall have the funds right to pay, and shall promptly and fully pay, the cost apply such security from time to time to pay for such alterations. Upon substantial completion of any alteration to the Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration; services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (vii3) any alteration will not adversely affect all licenses and permits necessary for the present use use, operation and occupancy of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sImprovements have been issued, materialman'sprovided that, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance if any such Improvementlicense or permit is temporary in nature, alteration Borrower shall diligently pursue procuring a permanent license or restoration, or any lien servicing such Indebtedness except to permit from the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)applicable Governmental Authority.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease, any PIP or any alterations otherwise required by any Franchisor or Brand Manager or set forth in the 2017 Approved Annual Budget) (a) The Trustor may construct that are reasonably expected to have a Material Adverse Effect, or (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold. If the total unreserved (by Lender or restore Brand Manager) and unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements with respect to such Individual Property shall at any time exceed the Alteration Threshold for such Individual Property, provided that 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction Letters of the value of the Property below the value thereof immediately preceding the commencement of such alteration orCredit, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality toU.S. Obligations, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior other securities acceptable to commencing any phase of any alteration Lender, such approval by Lender may include (pursuant to the Prudent Lender Standard) a Rating Agency Confirmation, or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration a completion bond acceptable to Lender, such approval by Lender may include (pursuant to the Prudent Lender Standard) a Rating Agency Confirmation. Such security shall be effected in an amount equal to the excess of the total unreserved (by Lender or Brand Manager) and unpaid amounts incurred and to be incurred with due diligence, in a good and workmanlike manner, in compliance respect to such alterations to the Improvements with all respect to the applicable legal requirements and insurance requirements specified in Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Loan Agreement; (viLeases) over the Trustor Alteration Threshold for such Individual Property. Borrower shall have the right from time to time to draw upon such security (if cash) pursuant to reasonable disbursement mechanisms customarily established by Lender and to reduce such security as Borrower expends funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertycomplete such Alteration. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Lender’s prior approval (a) The Trustor may construct any new Improvement which approval shall not be unreasonably withheld or otherwise alter or restore the Property, delayed provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; is then continuing) shall be required in connection with any alterations to any Improvements (a) that is reasonably expected to result in a Material Adverse Effect, (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, (c) that are structural in nature, except for alterations or tenant improvements being made expressly pursuant to existing Leases that have been reviewed and approved by Lender (or for which no approval was required pursuant to Section 4.14 hereof) or (d) is reasonably expected to permit (or is reasonably likely to induce) any Tenant to terminate its Lease or ▇▇▇▇▇ its rent. If the total unpaid amounts incurred and to be incurred with respect to 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 of the following: (i) cash, (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other securities acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a payment and performance guaranty made executed and delivered by Guarantor in favor of Lender in form and substance reasonably acceptable to commencing any phase of any alteration or restorationLender, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration a Letter of Credit in form and substance reasonably acceptable to Lender, or restoration (vi) 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 effected in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with due diligence, respect to such alterations to the Improvements over the Alteration Threshold. All alterations to any Improvements shall be made lien-free and in a good and workmanlike manner, manner in compliance accordance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyApplicable Laws. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with any alterations to any Improvements (a) The Trustor may construct that are structural in nature and could be reasonably expected to have a Material Alteration Adverse Effect or (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval shall (subject to applicable REMIC Requirements) not be unreasonably withheld conditioned or restore delayed. Notwithstanding the Propertyforegoing, provided ▇▇▇▇▇▇’s prior approval shall not be required for alterations that Borrower determines (in its commercially reasonable discretion) are required in order for the Property to continue to comply with any applicable Legal Requirements. If the total unpaid amounts incurred and to be incurred with respect to 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 of the following: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to commencing any phase the form and issuer of any alteration or restoration, same). Such security shall be in an amount equal to the Trustor shall obtain all permits applicable excess of the total unpaid amounts incurred and to be incurred with respect to such phase alterations to the Improvements over the Alteration Threshold. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section and all other consents or approvals required therefor; (v) any alteration or restoration ▇▇▇▇▇▇ thereafter fails to respond, ▇▇▇▇▇▇’s approval shall be effected deemed given with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except respect to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).matter for which approval was requested

Alterations. (aTenant may at its or a Subtenant’s sole or shared cost and expense, make any additions, replacements, changes, alterations, installations, repairs or improvements to the applicable Private Facilitiesthe “Alterations”) The Trustor may construct that Tenant or a Subtenant determines are desirable, necessary or appropriate, which are consistent with the requirements of this Lease and any new Improvement applicable Sublease; except that Tenant shall not, without Landlord’s and any Fee Mortgagees’ consent, which shall not be unreasonably withheld, conditioned or otherwise alter or restore the Property, provided that delayed: (i) in the case of any alteration demolish all or restoration (subject to the provisions substantially all of the Loan Agreement regarding Private Facilities (other than the application of any proceeds of insuranceExisting Improvements), no Event of Default exists; (ii) any alter the Private Facilities so as to reduce the aggregate net rentable square footage of the Improvements by 25% in a single alteration or restoration when completed in the aggregate with all Alterations; (iii) reduce the height of the Private Facilities; or (iv) effectuate a Prohibited Use (each, a “Restricted Alteration”). Notwithstanding the foregoing or anything herein to the contrary, (A) Restricted Alterations resulting from a material casualty or from a condemnation shall be governed by Article 11 or Article 12, as applicable; (B) Landlord’s and Fee Mortgagees’ consent shall not be required in the event Tenant replaces the Private Facilities with substantially similar Private Facilities following the useful life thereof or otherwise; and (C) Tenant improvements pursuant to any Sublease shall not be considered an Alteration for any purpose under this Lease unless such improvements would result in a reduction Restricted Alteration. No other Alteration performed in accordance with the terms of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration this Lease that is not a Restricted Alteration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) require Landlord’s prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertywritten consent. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Agent’s prior approval shall be required in connection with any alterations to any Improvements of any Individual Property (excluding any tenant improvements under any Lease approved or deemed approved by Agent (including all Leases in place as of the Closing Date), all alterations set forth in the Approved Annual Budget (including ordinary maintenance and repair work included under any general budgetary items), PIP Work, FF&E Work, alterations that are expressly required in any Franchise Agreement or Management Agreement, and alterations required to correct any emergency situation that could threaten the health or safety of any occupants of any Property), (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the Alteration Threshold for such Individual Property or restore (c) that are structural in nature, which approval may be granted or withheld in Agent’s reasonable discretion. If the total unpaid amounts incurred and to be incurred with respect to such alterations with respect to such Individual Property shall at any time exceed the Alteration Threshold for such Individual Property, provided that Borrower and/or Security Guarantor shall, if requested by Agent, promptly deliver to Agent as security for the payment of such amounts and as additional security for Borrower’s and/or Security Guarantor’s obligations under the Loan Documents any of the following: (i) cash, (ii) letters of credit acceptable to Agent, such approval by Agent may include the form of the letter of credit as well as the issuing institution, (iii) U.S. Obligations, (iv) other securities acceptable to Agent, or (v) a completion bond acceptable to Agent. Such security shall be in the case of any alteration or restoration (subject an amount equal to the provisions excess of the Loan Agreement regarding total unpaid amounts incurred and to be incurred with respect to such alterations to the application Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold of any proceeds of insurance), such Individual Property. Provided that no Event of Default exists; or monetary default has occurred and is continuing, Agent shall return such security (iior the unused balance thereof) any alteration or restoration when completed shall not result in a reduction to Borrower upon the completion of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation alterations in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent prior to permitting Mortgage Borrower or Maryland Owner to perform any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, Mortgage Borrower’s and/or Maryland Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Mortgage Borrower’s and/or Maryland Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) The Trustor 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 -62- Lessee that is not an Affiliate of Borrower, Mortgage Borrower or Maryland Owner) for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement, or (d) any alteration which costs less than both (i) the Threshold Amount (in the aggregate for all current alterations at the related Individual Property), and (ii) together with all other alterations currently being performed at the Properties, the Aggregate Threshold Amount, provided that, in all of the foregoing clauses (a) through (d), Borrower causes Mortgage Borrower or Maryland Owner, as applicable, to comply with the Alteration Conditions. If the total unpaid amounts due and payable with respect to 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 Threshold Amount, Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such total unpaid amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may construct be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any new Improvement or otherwise alter or of the alterations work and use the deposit to restore the applicable Individual Property to the extent necessary to prevent any material adverse effect on the value of such Individual Property. Notwithstanding the foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security, provided that (i1) in Mortgage Borrower is required to and does deposit such security under the case of any alteration or restoration Mortgage Loan, (subject 2) Senior Mezzanine Borrower is required to and does deposit such security under the provisions Senior Mezzanine Loan and (3) Lender receives evidence reasonably acceptable to Lender of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement deposit of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty security with Mortgage Lender or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertySenior Mezzanine Lender. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct Borrower shall cause all Alterations with respect to any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value portion of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall to be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase conducted and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected performed with due diligence, diligence in a good and workmanlike manner, and all materials used and work done shall be in compliance accordance with all applicable legal requirements Legal Requirements. Any Material Alteration shall be subject to Lender’s prior written consent, which consent shall not be unreasonably withheld. Lender’s consent shall not be required for any Alterations other than Material Alterations. If the total unpaid amounts due and insurance requirements specified in payable with respect to any Alterations at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time exceed $3,000,000 (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 under the Loan Agreement; Documents any of the following: (viA) the Trustor shall have the funds cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to payLender and a Rating Agency Confirmation with respect to same, (D) a Letter of Credit, (E) a completion and performance bond issued by an Approved Bank, or (F) a guaranty of completion of such Alterations from Guarantor or another guarantor reasonably acceptable to Lender, and in a form reasonably acceptable to Lender. Such security shall promptly and fully pay, be in an amount equal to the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Propertytotal unpaid amounts with respect to such Alterations (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, during the existence of an Event of Default, Lender may apply such security from time to time at the option of Lender to pay for such Alterations. Notwithstanding the foregoing, Borrower shall not be obligated to deliver any additional security for Alterations to the extent that the Alterations that would otherwise have given rise to the obligation to deliver additional security for Alterations may (pursuant to the applicable provisions hereof) be paid for with funds from the FF&E Reserve Account. (b) Nothing herein Any request for the approval by Lender of any Material Alterations shall be construed delivered to Lender in writing and shall include such documents, plans and other information as Lender shall reasonably require. If Lender shall fail to approve, disapprove or otherwise respond to such request for approval within ten (10) days, then Borrower may send to Lender a notice referencing this Agreement and the applicable Section hereof and stating in upper case bold-faced type “LENDER HAS FAILED TO APPROVE, DISAPPROVE OR OTHERWISE RESPOND TO BORROWER’S REQUEST FOR CONSENT TO ALTERATIONS WITHIN THE TEN (10) DAY PERIOD SET FORTH IN SECTION 5.1.20 OF THE LOAN AGREEMENT, AND IF LENDERS SHALL FAIL TO APPROVE, DISAPPROVE OR OTHERWISE RESPOND TO THE SAME WITHIN TEN (10) DAYS AFTER THE EFFECTIVENESS OF THIS NOTICE, LENDERS SHALL BE DEEMED TO HAVE APPROVED OF THE SAME”, and if Lender shall fail to approve, disapprove or otherwise respond to such notice of Borrower within ten (10) days after the effectiveness of such notice, Lender shall be a consent by the Beneficiary deemed to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)have approved of Borrower’s proposed Alterations.

Alterations. (a) The Trustor Borrower shall not, without Lender’s consent (such consent not to be unreasonably withheld, conditioned or delayed), perform alterations to the Improvements and Equipment which constitute a Material Alteration or would reasonably be expected to result in a Material Adverse Effect. At any time the outstanding costs of all alterations then being performed at the Property exceeds the Alteration Threshold, Borrower shall deliver to Lender security for payment of the cost of such alterations in excess of the Alteration Threshold, as additional security for Borrower’s Obligations under the Loan Documents, which security may construct be any new Improvement or otherwise alter or restore of the Property, provided that following: (i) cash or cash equivalents, (ii) subject to the limitations set forth in Section 6.11, a Letter of Credit, (iii) subject to the case of any alteration limitations set forth in Section 6.11, an Alteration Deficiency Guaranty or restoration (iv) such other security as may be reasonably approved by Lender (subject to the provisions of Section 4.12.2(b)). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred in order to complete such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold (the amount of such excess, an “Alteration Deficiency”) and Lender may apply such security from time to time at the option of Lender to pay for such alterations if any unpaid amounts are required to be paid pursuant to the Loan Agreement regarding Documents and Borrower has not made the application applicable payments (subject to Borrower’s right to contest such payments in good faith). Borrower shall be entitled to a reduction or release, as the case may be, of such security being held by Lender from time to time (but not more than once per calendar month) as the unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements are reduced due to partial completion. Upon substantial completion of any proceeds Material Alteration, Borrower shall provide a certificate of insurance)substantial completion in form and substance reasonably acceptable to Lender or other evidence reasonably satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of liens (or such liens have otherwise been fully bonded over to the reasonable satisfaction of Lender or fully insured by the title company issuing the Title Insurance Policy), and (iii) all material licenses and permits necessary for the use, operation and occupancy of the value 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, Lender shall, on a ratable basis as the Material Alterations are completed and in full upon substantial completion, release and return such security (or in the case of an Alteration Deficiency Guaranty, terminate such Alteration Deficiency Guaranty), provided that the amount of such security held by Lender shall at no time be less than the then remaining Alteration Deficiency, as the same may be reduced due to partial completion. (b) Notwithstanding anything to the contrary contained in this Section 4.12.2, whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.12.2, Lender’s consent shall be deemed given if: (i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the Property below first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER TO 731 OFFICE ONE LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the value thereof immediately preceding the commencement expiration of such alteration orfive (5) Business Day period; and (ii) if Lender fails to respond to or to deny such request for approval or consent in writing within such five (5) Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY LENDER 731 OFFICE ONE LLC. FAILURE TO APPROVE OR DENY THIS REQUEST IN WRITING WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GIVEN”, and is accompanied by such information and documents as Borrower believes in good faith are reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such five (5) Business Day period, Lender fails to approve or deny (and, in the case of restorationa denial, stating the value thereof immediately preceding the casualty grounds therefor in reasonable detail) such request for approval or condemnation in question; consent within such second five (iii5) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the PropertyBusiness Day period. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement).

Alterations. (a) The Trustor may construct Lender’s prior approval shall be required in connection with any new Improvement (i) Alterations to any Improvements (except tenant improvements under any Lease approved by Lender or otherwise alter Alterations required in order to comply with applicable Legal Requirements) that would reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or restore the Propertyongoing cash flow of the 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 structural Alteration) is reasonably anticipated to exceed the Alteration Threshold, which approval shall not be unreasonably withheld, conditioned or delayed. If the total unpaid amounts incurred and to be incurred with respect to such Alterations set forth in clause (i) and (ii) above (whether or not Lender’s prior approval is required with respect to such Alterations), shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to 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 under the Loan Documents any of the following: (1) cash, (2) Letters of Credit, (3) U.S. Obligations, (4) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (i5) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same (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”). 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 to be incurred with respect to such 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 (z) in the case of any alteration or restoration (subject to Capital Expenditures, shall be reduced by the provisions of the Loan Agreement regarding the application amount of any proceeds Capital Expenditure Funds on deposit at the time such Alteration is commenced. If the Alteration Guaranty delivered in accordance with this Section 4.1.10 is by Guarantor, and the aggregate potential liability of insurance), no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable Guarantor pursuant to such phase Alteration Guaranty and any and all other consents or approvals guarantees and indemnities delivered by Guarantor pursuant to this Agreement and the other Loan Documents (excluding for these purposes the Guaranty) exceeds ten percent (10%) of the outstanding principal amount of the Loan, 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 Loan. If any other Person other than Guarantor delivers an Alteration Guaranty in accordance with this Section 4.1.10, 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 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 therefor; (v) any alteration or restoration pursuant to this Section 4.1.10 in such proportions as Borrower may specify. Any and all Alterations shall be effected with due diligence, in a good and workmanlike manner, performed in compliance with all applicable legal requirements and insurance requirements specified Legal Requirements in a manner that does not significantly disrupt the Loan Agreement; (vi) business otherwise conducted at each Individual Property. Upon completion of the Trustor shall have the funds Alterations to paywhich any security delivered by Borrower pursuant to this Section 4.1.10 relates, and Lender shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Propertyreturn such excess security to Borrower. (b) Nothing herein Any proposed Alteration that requires Lender’s consent pursuant to this Section 4.1.10 which is, in each case, accompanied by a reasonably. detailed description of the Alteration and the plans and specifications therefor and which states at the top of such 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 construed deemed approved if Lender shall have not 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 be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)Lender.

Alterations. Borrower or Operating Lessee may, without Lender’s consent, perform alterations to the Improvements and Equipment which (ai) The Trustor may construct any new Improvement do not constitute a Material Alteration and (ii) will not, after taking into account the subject alteration, adversely affect Borrower’s or otherwise alter Operating Lessee’s financial condition or restore the value or net operating income of the Property. Neither Borrower nor Operating Lessee shall perform any Material Alteration without Lender’s prior written consent not to be unreasonably withheld, conditioned or delayed provided no Event of Default is continuing. Lender may, as a condition to giving its consent to a Material Alteration, require that Borrower or Operating Lessee deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s and Operating Lessee’s Obligations under the Loan Documents (and provided that such Material Alteration is included in the then-current Approved Annual Budget, less (A) the amount, if any, then being held in (A) the Replacement Reserve held by Accor and/or (B) any FF&E Reserve Funds and/or (C) PIP Funds that, in each case, are allocable to all or part of such Material Alteration), which security may be any of the following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, (iv) other 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. Any security delivered under this Section 4.12.2 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 or Operating Lessee shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)accordance with applicable Legal Requirements, no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the Material Alteration have been paid in full and have delivered unconditional releases of the value of the Property below the value thereof immediately preceding the commencement of such alteration orliens, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration 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 restoration Operating Lessee has provided cash security, as provided above, such cash shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alterations, and shall promptly and fully payif Borrower or Operating Lessee has provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrower’s and Operating Lessee’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. Lender’s prior approval shall be required in connection with any alterations to any Property (a)(i) that could reasonably be expected to have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could reasonably be expected to adversely affect any structural component of any Improvements, any utility or HVAC system at any Property or the exterior of any building constituting a part of any Improvements or (b) any alterations to any Property during the continuation of any Event of Default, which approval, in each case under clause (a) The Trustor may construct any new Improvement or otherwise alter or restore the Property, provided that (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insuranceb), no Event of Default exists; (ii) may be granted or withheld in Lender’s sole discretion. Any alteration to any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration or, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration shall be substantially equal done and completed by Borrower in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase an expeditious and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good diligent fashion and workmanlike manner, in compliance with all applicable legal requirements Legal Requirements. If the total unpaid amounts incurred and insurance requirements specified in to be incurred with respect to the alterations to any Property for which Lender’s consent is required hereunder shall at any time exceed the Alteration Threshold, upon Lender’s reasonable request, Borrower shall promptly deliver to Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan AgreementDocuments any of the following: (A) cash, (B) letters of credit, (C) U.S. Obligations or (D) other securities reasonably acceptable to Lender, provided that, if a Securitization has occurred, 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; (viprovided that the applicable Leases shall be in full force and effect) over the Trustor Alteration Threshold, and, at Lender’s option, Lender shall have the funds right to pay, and shall promptly and fully pay, the cost apply such security from time to time to pay for such alterations. Upon substantial completion of any alteration to the Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in all material respects in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration; services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (vii3) any alteration will not adversely affect all licenses and permits necessary for the present use use, operation and occupancy of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sImprovements have been issued, materialman'sprovided that, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance if any such Improvementlicense or permit is temporary in nature, alteration Borrower shall cause Mortgage Borrower to diligently pursue procuring a permanent license or restoration, or any lien servicing such Indebtedness except to permit from the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)applicable Governmental Authority.

Alterations. Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the contrary, Lender’s prior approval shall be required in connection with (I) any alterations by Borrower to any Improvements with respect to any Individual Property (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to any Individual Property by any Tenant under any Lease to the extent that Borrower has the right to consent to, or approve, such alterations, in each instance (a) The Trustor that may construct have a Material Adverse Effect, (b) the cost of which (including any new Improvement related alteration, improvement or otherwise alter replacement) is reasonably anticipated to exceed the applicable Alteration Threshold or restore (c) that are structural in nature, which approval, with respect to each of the Propertypreceding clauses (a) through (c) may be granted or withheld in Lender’s reasonable discretion. If the total unpaid amounts incurred and to be incurred with respect to any such Landlord Alterations to the Improvements shall at any time exceed the applicable Alteration Threshold, provided that 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) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance)cash, no Event of Default exists; (ii) any alteration or restoration when completed shall not result in a reduction of the value of the Property below the value thereof immediately preceding the commencement of such alteration orU.S. Obligations, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) any alteration or restoration other security reasonably acceptable to Lender, (provided that Lender shall be substantially equal in quality tohave received a Rating Agency Confirmation as to the form and issuer of same), or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to commencing any phase of any alteration the same) or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration 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 effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in an amount equal to the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use excess of the Property. (b) Nothing herein total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the applicable Alteration Threshold. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Lender consent under this Section 4.21 and Lender thereafter fails to approve or disapprove the same, Lender’s approval shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except deemed given with respect to the extent any such lien constitutes a Permitted Lien (as defined in the Loan Agreement)matter for which approval was requested.

Alterations. Any Individual Borrower may, without Lender’s prior approval, perform alterations to any Improvements or Equipment (ai) The Trustor may construct that are not reasonably expected to result in a Material Adverse Effect, (ii) that are in the ordinary course of Borrower’s business, or (iii) do not constitute a Material Alteration. Lender may, as a condition to giving its approval to any new Improvement Material Alteration, require that Borrower deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other security reasonably acceptable to Lender (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), (D) a Letter of Credit or otherwise alter or restore (E) a completion bond (provided that Lender shall have received a Rating Agency Confirmation as to the Propertyform 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 and Equipment over the applicable Alteration Threshold. Upon substantial completion of any Material Alteration, provided Borrower shall provide evidence reasonably satisfactory to Lender that (i) the Improvements were repaired, renewed or replaced in the case of any alteration accordance with all applicable laws and substantially in accordance with plans and specifications approved by Lender (which approval shall not be unreasonably withheld or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurancedelayed), no Event of Default exists; (ii) any alteration all contractors, subcontractors, materialmen and professionals who provided work, materials or restoration when completed shall not result services in a reduction connection with the repair, renewal or replacement of the value Improvements have been paid in full and have delivered unconditional releases of the Property below the value thereof immediately preceding the commencement of such alteration orlien, in the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; and (iii) any alteration or restoration all material licenses necessary for the use, operation and occupancy of the Improvements (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; (iv) prior released by Lender to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to fund such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, in a good and workmanlike manner, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to payMaterial Alteration, and shall promptly and fully payif Borrowers have provided non-cash security, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use of the Property. (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic'sas provided above, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except to the extent any applied by Lender to fund such lien constitutes a Permitted Lien (as defined in Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Loan Agreement)requirements of the preceding sentence.

Alterations. Lender’s prior approval shall be required in connection with any alterations to the Property (a)(i) that is reasonably likely to have a Material Adverse Effect, (ii) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (iii) that could adversely affect any structural component of any Improvements, any utility or HVAC system at the Property or the exterior of any building constituting a part of any Improvements or (b) any alterations to the Property during the continuation of any Event of Default, which approval, in each case under clause (a) The Trustor or (b), may construct be granted or withheld in Lender’s sole discretion. Any alteration to the 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 Property shall at any new Improvement 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: (A) cash, (B) Letters of Credit, (C) U.S. Obligations or (D) other securities acceptable to Lender, provided that, with respect to clause (D), Lender shall have received a Rating Agency Confirmation as to the form and 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, at Lender’s option, Lender shall have the right to apply such security from time to time to pay for such alterations if not otherwise alter or restore paid by Borrower prior to the date such amounts are due. Upon substantial completion of any alteration to the Property, Borrower shall provide (or cause Tenant to provide) evidence reasonably satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of liens, and (3) all licenses and permits necessary for the use, operation and occupancy of the Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the applicable Governmental Authority. Notwithstanding anything to the contrary contained in this Agreement, Lender’s consent shall not be required in connection with the Existing Project, provided that each of the following conditions is satisfied and remains satisfied at all times until completion of the Existing Project: (i) in the case of any alteration or restoration (subject to the provisions of the Loan Agreement regarding the application of any proceeds of insurance), no Event of Default exists; has occurred and is continuing, (ii) any alteration or restoration when completed shall not result in a reduction the Ionis Lease Condition is satisfied, (iii) Ionis is solely responsible for the payment for, and performance and completion of the value Existing Project, (iv) Borrower provides to Lender written evidence reasonably acceptable to Lender in all respects that the Existing Project complies with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and all applicable insurance requirements (including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters) and any other restrictions encumbering the Property, including, without limitation, the REAs (to the extent any such approvals are required pursuant to the terms of any REA), (v) all approvals, authorizations, certifications, licenses and permits, including, without limitation, certificates of completion and occupancy, required by any Governmental Authority or otherwise necessary for the use, occupancy and operation of the Property below (including any new improvements) in the value thereof immediately preceding manner in which the Property was being used, occupied and operated prior to commencement of such alteration or, the Existing Project have been obtained by Ionis and/or Borrower and are in full force and effect (to the case of restoration, the value thereof immediately preceding the casualty or condemnation in question; (iii) extent any alteration or restoration shall be substantially equal in quality to, or better than, the Improvements or Equipment located on the Property as of the date hereof; foregoing are required by any Governmental Authorities having jurisdiction over the Property, Borrower or Tenant), (ivvi) prior to commencing any phase of any alteration or restoration, the Trustor shall obtain all permits applicable to such phase and all other consents or approvals required therefor; (v) any alteration or restoration shall be effected with due diligence, Existing Project is being completed in a good and workmanlike mannermanner on a lien free basis in accordance with the terms and conditions of the Ionis Lease and this Agreement, in compliance with all applicable legal requirements and insurance requirements specified in the Loan Agreement; (vi) the Trustor shall have the funds to pay, and shall promptly and fully pay, the cost of any alteration or restoration; and (vii) any alteration will not adversely affect the present use at Lender’s request, Borrower shall deliver lien waivers or conditioned lien waivers with respect to all work that has been completed, (viii) upon completion of the Property. applicable Existing Project (b) Nothing herein shall be construed to be a consent by the Beneficiary to any mechanic's, materialman's, supplier's, repairman's or similar lien on the Property or any interest therein or to any Indebtedness (as defined in the Loan Agreement) to finance any such Improvement, alteration or restoration, or any lien servicing such Indebtedness except and to the extent any new building or structure is constructed as part of such lien constitutes Existing Project, and such new building or structure is not depicted on the Survey delivered to Lender in connection with the closing of the Loan), Borrower shall deliver to Lender an updated Survey reasonably acceptable to Lender in all respects, (ix) upon completion of the applicable Existing Project (and to the extent required pursuant to the applicable Legal Requirements), Borrower shall deliver a Permitted new or updated certificate of occupancy with respect to the Property, (x) upon completion of the Existing Project, Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the Lien of the Security Instrument and evidence of payment of any premium payable in connection with such endorsement, and (as defined xi) Ionis maintains (x) a Net Worth of not less than $9,100,000.00 plus the estimated cost of the Existing Project (excluding Guarantor’s interest in the Loan Agreement)Property) and (y) Liquid Assets of not less than $910,000.00 plus the estimated cost of the Existing Project.