Common use of Modifications, Substitutions and Replacements Clause in Contracts

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased Asset. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1; provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Property.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its --------------------------------------------- sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); ------------- provided, however, that: (i) except for any Modification required to be made -------- ------- pursuant to a Requirement of Law (a "Required Modification"), no Modification --------------------- shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; shall (iva) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.113.1(a), and Lessor hereby waives any liens, to which it may be entitled pursuant to any statutory or common law, in such trade fixtures, machinery, equipment or other property; provided that such trade fixtures, machinery, equipment or other property do not materially Materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not not, without the Lessor's prior consent, remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing provisoforgoing, the Lessee may substitute other equipment for such Equipmentshall comply with all provisions of the Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted andextent the provisions hereof are inconsistent with same, without further act, such substituted equipment shall be Equipment hereunder and be part the provisions of the applicable PropertyLoan Documents shall control.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetLease --------------------------------------------- Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: ------------- -------- ------- (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification --------------------- shall impair reduce the valueFair Market Sales Value of the Property by more than $100,000 or diminish the capacity, efficiency, utility or remaining useful life of such Leased Asset or any part thereof from that which existed immediately prior to the Property following the completion of such Modification; ; (ii) the Modification such Modifications shall be (and shall be done expeditiously and in a good manner) consistent with the Plans and workmanlike manner; Specifications for the Property; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(aSections 8.3 and ------------ 9.1(a); and ------ (viiv) the Lessee shall be required have provided notice to obtain the prior written approval Lessor of any Modification the Lessorcost of which, which approval shall not be unreasonably withheldindividually or in the aggregate, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element would exceed 10% of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof Budget for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforProperty. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the LessorMaster Lease; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not -------- ------- Required Modifications, (y) such Modifications were not financed by the Lessor Participants and (z) such Modifications are readily removable can be removed without impairing causing material damage to or diminution in the valueFair Market Sales Value of the Property or diminish the capacity, efficiency, utility or remaining useful life of the related Leased AssetProperty shall be the property of the Lessee or other third party and may be removed by Lessee during the Lease Term and up to the Expiration Date and shall not be subject to this Master Lease. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Termparties, subject, however, to the terms of Section 13.19.1; provided provided, however, that such trade fixtures, ----------- -------- ------- machinery, equipment equipment, inventory or other property do not materially impair can be removed without causing material damage to or diminution in the value, utility or remaining useful life Fair Market Sales Value of such Leased Assetthe Property below the Lease Balance; and provided, further, however, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Facility Equipment financed or otherwise paid for (directly or indirectly) by the Lessor Participants pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetTerm, the each Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property leased by it or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: : (i) except for any Modification required to be made pursuant to a Requirement of Law or Property Legal Requirement (a "Required Modification"), no Modification shall impair materially adversely affect the value, utility value or useful life of such Leased Asset Property or any part thereof from that which existed immediately prior to such Modification; ; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; ; (iii) the such Lessee shall comply in all material respects with all Requirements of Law (including all Environmental Laws), Property Legal Requirements and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; and (iv) subject to the terms of Article XVI XII relating to permitted contests, the such Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) receiving notice thereof any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Master Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased Assetapplicable Property, shall be the property of the respective Lessee and shall not be subject to this Master Lease. So long as no Lease Event of Default has occurred and is continuing, the each Lessee may place upon each Leased Asset its Property any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the such Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.19.1(a); provided provided, however, that such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair the value, utility value or remaining useful life of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Property.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the Each Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset any Property or any part thereof and substitutions and replacements therefor (collectively, "ModificationsMODIFICATIONS"); providedPROVIDED, howeverHOWEVER, that: : (i) except for any Modification required to be made pursuant to a Requirement of Law or Property Legal Requirement (a "Required ModificationREQUIRED MODIFICATION"), no Modification shall impair the value, utility value or useful life of such Leased Asset Property or any part thereof from that which existed immediately prior to such Modification; ; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; ; (iii) the such Lessee shall comply with all Requirements of Law (including all Hazardous Materials Laws), Property Legal Requirements and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; ; (iv) subject to the terms of Article XVI ARTICLE XII relating to permitted contests, the such Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; ; (v) such Modifications shall comply with Section 13.1(aSECTIONS 8.3 and 9.1(a); and and (vi) the such Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency AgreementAgreement or alterations that are merely cosmetic) that shall have an estimated cost greater than thirty (A30%) materially percent of such Property's Property Cost or shall affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforImprovements. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Master Lease and title thereto shall immediately vest in the Lessor; providedPROVIDED, howeverHOWEVER, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor Participants and (z) such Modifications are readily removable without impairing Master Lease the value, utility or remaining useful life of the related Leased Assetapplicable Property, shall be the property of the Lessee of the applicable Property and shall not be subject to this Master Lease. So long as no Lease Event of Default has occurred and is continuing, the any Lessee may place upon each Leased Asset the Properties any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the such Lessee or third parties (including tanks and associated pumps used for storage of materials in such Lessee's business), and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1SECTION 9.1(a); provided PROVIDED, HOWEVER, that such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair the value, utility value or remaining useful life of such Leased Assetthe applicable Property; and provided, furtherFURTHER, HOWEVER, that the Lessee Lessees shall keep and maintain at each Property the Properties and shall not remove from such Property the Properties any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After the date (a) So long as no Lease Event of Substantial Completion for any Leased Asset consisting of Property Default has occurred and after the Acquisition Date for any Other Assetis continuing, the Lessee, at its sole cost and expense, may at any time and from time to time make modifications, alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor thereof, including, without limitation, the Permitted Leasehold Improvements (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Legal Requirement of Law (a "Required Modification")or an Insurance Requirement, no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall materially impair the value, value of the Property or the utility or useful life of such Leased Asset or any part thereof the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be done performed expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements of Law (including all Environmental Laws), the Condominium Documents, and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) Lessee shall maintain or cause to be maintained builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of Article XVI Section 13 relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (vvi) such Modifications shall comply with Section 13.1(a)Sections 8.2 and 10.1 and shall not change the primary character of the Property or diminish the utility or the Fair Market Sales Value of the Property; and (vivii) the Lessee no Improvements shall be required demolished, except to obtain the prior written approval extent such demolition (together with any Modifications to be constructed as part of the Lessorsame project) does not impair the value, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element utility or useful life of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforProperty. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease Lease, and title thereto shall immediately vest in the Lessor; provided, however, except Modifications (excluding Permitted Leasehold Improvements) that Modifications that meet each of the following conditions shall not can be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable removed without impairing the value, utility or remaining useful life of the related Leased AssetProperty and except for Lessee's tenant improvements, equipment and personal property used in the operation of Lessee's business which were not financed with Advances. So long as no Lease Event of Default has occurred and is then continuing, the Lessee may place upon each Leased Asset the Property any inventory, trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties parties, and may remove the same at any time during the Lease Term, subject, however, to the terms term of Section 13.1this Lease; provided that such inventory, trade fixtures, machinery, equipment or other property do property, or their respective operations, can be removed without causing material damage to or diminution in the value, utility or useful life of the Property or Lessee promptly restores any such damage or diminution. (b) Lessee shall notify Lessor of the undertaking of any Modifications to the Property the cost of which is anticipated to exceed $5,000,000. Prior to undertaking any such Modifications, Lessee shall deliver to Lessor (i) a brief narrative of the work to be done and a copy of the plans and specifications relating to such work; and (ii) an Officer's Certificate stating that such work when completed will not materially impair the value, utility or remaining useful life of the Property. Lessor, by itself or its agents, shall have the right, but not the obligation, from time to time to inspect such Leased Asset; Modifications to ensure that the same are completed consistent with the plans and providedspecifications therefor. (c) Unless Lessee has previously irrevocably exercised or is deemed to have elected to exercise the Purchase Option, furtherthe BI Purchase Option or the Maturity Date Purchase Option, Lessee shall not be permitted to undertake any Modifications if any such Modifications cannot, in the reasonable judgment of the Lessor, be completed by the commencement of the Marketing Period. (i) Subject to the satisfaction of the conditions to obtaining Advances under the Participation Agreement, upon request of Lessee, Lessor shall make funds available to Lessee for the purpose of paying for or reimbursing Lessee for Permitted Leasehold Improvement Costs incurred by Lessee in connection with the acquisition by Lessee, as agent for Lessor, of Permitted Leasehold Improvements, and in connection therewith the following provisions shall apply: (ii) In the event that Lessee requests such funds, Lessor hereby expressly authorizes the Lessee to, and the Lessee shall, take all action necessary or desirable for the construction of any Permitted Leasehold Improvements in accordance with the provisions of the Operative Agreements, and to fulfill all of the obligations of the Lessor, including, without limitation, taking any and all actions necessary to satisfy the conditions contained in Section 6.2 of the Participation Agreement, the right to approve payment of all invoices for services and materials related to the development, design, construction and equipping of the Permitted Leasehold Improvements, to submit Requisitions and to receive the proceeds of Advances directly from the Agent Bank, all design and supervisory functions relating to the construction and equipping of the Permitted Leasehold Improvements and performing all engineering work related to the construction and equipping of the Permitted Leasehold Improvements, negotiating and entering into all contracts or arrangements for the construction and equipping of the Permitted Leasehold Improvements, obtaining all necessary permits, licenses, consents, approvals and other authorizations, including those required under applicable Environmental Laws, from all Governmental Authorities in connection with the development, construction and equipping of the Permitted Leasehold Improvements, and performing any other acts necessary in connection with the construction and development of any Permitted Leasehold Improvements. In connection with the foregoing, neither the Lessee nor any of its Affiliates or agents shall enter into any contract which would, directly or indirectly, impose any liability or obligation on the Lessor, any Bank, the Collateral Agent or the Agent Bank. Subject to the terms and conditions of this Lease, the Lessee shall keep have sole management and maintain control over the construction means, methods, sequences and procedures with respect to the construction and equipping of the Permitted Leasehold Improvements. (iii) The Lessee acknowledges and agrees that its right to request funds, and the Lessor's obligation to advance funds, for the payment of Permitted Leasehold Improvement Costs is subject in all respects to the terms and conditions of the Participation Agreement. The Lessor acknowledges Lessee's right to finance and to secure under the Uniform Commercial Code, inventory, furnishings, furniture, equipment, machinery, leasehold improvements and other personal property located at each Property the Property, other than the Equipment, modifications required to be titled in the name of Lessor and shall not remove from any such Property items which are financed through Advances, and Lessor agrees, at Lessee's cost and expenses, to execute Lessor waiver forms, releases of Lessor Liens and other similar documentation (in form and substance reasonably satisfactory to Lessor and the Administrative Agent) in favor or any Equipment purchase money seller, lessor or lender who has financed or otherwise paid may finance in the future such items. (iv) If for (directly or indirectly) any reason the Lessor does not reimburse the Lessee for Permitted Leasehold Improvements acquired by the Lessor pursuant to this Lease. Notwithstanding Lessee as the foregoing provisoagent for the Lessor, the Lessee may substitute other equipment for such EquipmentLessor shall, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent upon the Lessee's request, deliver to the Equipment for which it was substituted Lessee a written instrument releasing to the Lessee any right, title and interest of the Lessor in and to such improvements. (e) Nothing in this Section 11 shall be deemed to limit in any respect Lessee's rights to make modifications (i) to the Property in its capacity as "Manager" under the Condominium Association Management Agreement as and when required thereunder on behalf of the Condominium Association, (ii) to the Utility Improvements (and, without further actto the extent provided in the Condominium Declaration, such substituted equipment shall be Equipment hereunder the Property) in its capacity as "Manager" under the Condominium Utility Management Agreement as and be part when required thereunder on behalf of the Condominium Utility Owner, (iii) to any Unimproved Units (and, to the extent provided in the Condominium Declaration, the Property) in its capacity as "Owner" of the Unimproved Units (as defined in the Condominium Declaration) with respect to such Unimproved Units, or (iv) to the Subdivision (and, to the extent provided in the Condominium Declaration, the Property) in its capacity as the "Landowner" (as defined in the Condominium Declaration), in each case of clauses (i) through (iv) above, subject at all times to the requirements of Article V of the Condominium Declaration and the other applicable PropertyCondominium Documents.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetBasic Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset any Property or any part thereof and substitutions and replacements therefor (collectively, "“Modifications"”); provided, however, that: : (ia) except for any Modification required to be made pursuant to a Requirement of any Applicable Law or Insurance Requirements (a "“Required Modification"”), no Modification shall impair cause the value, utility or useful life Fair Market Sales Value of such Leased Asset or any part thereof from that which existed immediately prior Property, determined as a whole after the completion of such Modifications, to be below the then current Lease Balance for such Modification; Property; (iib) the Modification such Modifications shall be (and shall be done expeditiously and in a good manner) consistent in all respects with the Plans and workmanlike manner; Specifications for applicable Property; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (vc) such Modifications shall comply with Section 13.1(a)Articles VIII and IX.; and and (vid) promptly after the Lessee shall be required to obtain the prior written approval completion of the Lessor, any Modification which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of $2,500,000 to complete, the Threshold Amount or (C) materially change the nature Lessee shall give written notice thereof, together with a description of the Improvements Modification, to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforAdministrative Agent. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease the applicable Property and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor Participants and (z) can be removed without causing (A) material damage to the Property, or (B) cause a diminution in the Fair Market Sales Value of such Modifications are readily removable without impairing Property determined as a whole after the valuecompletion of such Modifications, utility or remaining useful life below the then current Lease Balance for such Property shall be the property of the related Leased AssetLessee, any sublessee, or other third party and may be removed by the Lessee, any sublessee, or third party during the Basic Term and up to thirty (30) days after the expiration or earlier termination of this Lease and shall not be subject to this Lease. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset Property any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee Lessee, such sublessees or third parties and may remove the same at any time during the Lease Term, subject, however, subject to the terms limitation of Section 13.111.2; provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Asset; and provided, further, however, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment equipment or parts financed or otherwise paid for (directly or indirectly) by the Lessor Participants pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the (a) The Lessee, at --------------------------------------------- its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall Materially impair the ------------- -------- value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a 1. All Modifications required to be made pursuant to a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements --------------------- Requirement of Law and Insurance Requirements generally applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject buildings comparable to the terms of Article XVI relating to permitted contests, the Lessee shall pay Property or an Insurance Requirement ("Required Modification") and all costs and expenses and shall discharge (Modifications -------- ------------ which are replacements or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval substitutions of the LessorProperty, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required all Modifications and/or alterations authorized by of the Construction Agency Agreement) that shall (A) materially affect any structural element utility and building services Equipment and sections of the Improvements to any Property which are not readily removable without impairing the utility or major building system therein, or (B) cost in excess remaining useful life of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease Lease, and title thereto shall immediately vest in the Lessor; provided, however, that . All other Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased Asset. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset any all trade fixtures, machinery, equipment or other tangible personal property belonging to the (other than Equipment or replacements or substitutions for Equipment) shall at all times be Lessee's property ("Lessee's Property") and ----------------- Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); provided that such trade fixtures, machinery, --------------- -------- equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain -------- ------- at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for Equipment. (directly or indirectlyb) The Lessee shall deliver to the Lessor and the Agent a brief written narrative of any Modification, other than as described in the Plans and Specifications delivered by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for Lessor and the Agent on the Land Interest Acquisition Date, to be done in connection with any Modification to the Property the cost of which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of is anticipated to exceed $500,000 in the applicable Propertyaggregate.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; and (iva) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that the Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.113.1(a), and Lessor hereby waives any liens, to which it may be entitled pursuant to any statutory or common law, in such trade fixtures, machinery, equipment or other property; provided that such trade fixtures, machinery, equipment or other property do not materially Materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not not, without the Lessor's prior consent, remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing provisoforgoing, the Lessee may substitute other equipment for such Equipmentshall comply with all provisions of the Heller Loan Documents with respect to Mxxxxxxations as if the Lessee were the Borrower thereunder, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted andextent the provisions hereof are inconsistent with same, without further act, such substituted equipment shall be Equipment hereunder and be part the provisions of the applicable PropertyHeller Loan Documents shall control.

Modifications, Substitutions and Replacements. After If any parts of the date Equipment become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such parts with replacement parts which are free and clear of Substantial Completion for any Leased Asset consisting of Property all Liens (other than Permitted Liens) and after have a value, utility and useful life at least equal to the Acquisition Date for any Other Asset, the parts replaced. Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Equipment or any part thereof and substitutions and replacements therefor (collectivelycollectively with such replacement parts referred to in the preceding sentence, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset or any part thereof the Equipment from that which existed immediately prior to such Modification; (ii) Lessee shall make all Modifications required to be made pursuant to a Legal Requirement or an Insurance Requirement (each, a "Required Modification"); (iii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iiiiv) the Lessee shall comply with all Legal Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (ivv) subject to the terms of Article XVI Section 13 hereof relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee such Modification shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, comply with respect to any alterations Sections 8.2 and 10.1 hereof. All Required Modifications and all other Modifications (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall may be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable removed without impairing the value, utility or remaining useful life of the related Leased Asset. So long as no Event applicable Equipment ("Severable Optional Modifications")) shall become property of Default has occurred Lessor and is continuingshall be subject to this Lease, the Lessee may place upon each Leased Asset and title to any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties such Modifications shall immediately vest in Lessor and may remove the same at any time during the Lease Term, subject, however, be subject to the terms of Section 13.1; provided that the Security Agreement. All Modifications to which Lessor shall not have title may be removed at any time by Lessee. Any such trade fixturesModifications shall be removed by Lessee at its expense if Lessor shall so request prior to the return of the Equipment to Lessor or sale thereof to a third party in accordance with the provisions of this Lease, machinery, equipment or other property do not materially impair and Lessee shall at its expense repair any damage to the value, utility or remaining useful life Equipment caused by the removal of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Modifications. Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a the option to purchase all Severable Optional Modifications on the Expiration Date for Fair Market Sales Value Value, determined as if such Modifications were detached from the Equipment, and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Propertyin "AS IS" "WHERE IS" condition.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetBasic Term, the LesseeSublessee, at its sole cost and expense, may at any time and from time to time time, make alterations(i) non-structural Modifications to the Property, renovations(ii) structural Modifications to the Property costing less than 5% of the replacement cost of the Improvements, (iii) Modifications of the Equipment, (iv) the improvements described in Exhibit F attached hereto and additions (v) with the prior written consent of Sublessor (not to such Leased Asset be unreasonably withheld, delayed or any part thereof and substitutions and replacements therefor (collectively, "Modifications")conditioned) structural Modifications to the Property costing an amount equal to or exceeding 5% of the replacement costs of the Improvements; provided, however, that: : (ia) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair adversely affect the valueFair Market Sales. Value, utility or remaining useful life of such Leased Asset the Property or the Equipment or impair the originally intended use or function of any part thereof from that which existed immediately prior to such Modification; Equipment; (iib) the Modification shall be done expeditiously and in a good and workmanlike manner; manner and in accordance with plans and specifications therefor; (iiic) the Lessee Sublessee shall comply in all material respects with all Requirements of Applicable Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; and (ivd) subject to the terms of Article XVI XII relating to permitted contests, the Lessee Sublessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty thirty (6030) days after the same shall be filed (or otherwise become effective) any Liens (other than Permitted Liens) arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) . Notwithstanding the Lessee shall be required foregoing to obtain the prior written approval of the Lessorcontrary, which approval shall not be unreasonably withheldSublessee may, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect in good faith, make any structural element repairs required by virtue of an emergency, without obtaining Sublessor’s consent (if required), provided Sublessee notifies Sublessor of any such repair (to the Improvements to extent required) as promptly as is reasonably practical after the emergency and any Property or major building system therein, or (B) cost such repairs are otherwise made in excess accordance with the applicable provisions of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforthis Sublease. All Modifications shall remain part of such Leased Asset the Property or Equipment, as applicable~ and any rights or title of the Sublessee thereto shall be subject to derived solely through this Lease and title thereto shall immediately vest in the LessorSublease; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed paid for by the Sublessee and not acquired by the Sublessor or the Prime Lessor and (z) such Modifications are readily removable can be removed. without impairing causing (A) damage to the valueeither the Property or the Equipment, utility as applicable, in excess of three percent (3*/o) of the Fair Market Sales Value as set forth in the as-completed Appraisal, or (B) any diminution to. the remaining useful life of the related Leased Asseteither the Property or the Equipment, as applicable, shall be the property of the Sublessee and may be removed by the Sublessee during the Basic Term or at the expiration or earlier termination thereof (provided Sublessee repairs any damage in connection with any such removal) and shall not be subject to this Sublease. So long as no Event of Default has occurred and is continuing, the Lessee The Sublessee may place upon each Leased Asset either the Property or the Equipment, as applicable, any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee Sublessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1; provided that so long as such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair may be removed without any diminution in the value, utility Fair Market Sales Value as set forth in the as-completed Appraisal or the remaining useful life of such Leased Assetthe either the Property or the Equipment, as applicable; and provided, further, however, that the Lessee Sublessee shall keep and maintain at each the Property or the Equipment and shall not remove from such the Property or Equipment any Equipment financed equipment or otherwise parts not paid for (directly or indirectly) by the Lessor pursuant to this LeaseSublessee, provided such amounts paid by Sublessee were . Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Propertynot from amounts financed by Sublessor or Prime Lessor.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the (a) The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part portion thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or remaining useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(a); Sections 8.2 and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations 10. 1. All Modifications (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modifications, (yModification") such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Participation Agreement. (b) The Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent deliver to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder Lessor and be part the Agent and each Participant a brief written narrative description of the applicable Propertywork to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $1,000,000 in the aggregate. 12.1 < u>

Modifications, Substitutions and Replacements. (a) After Completion of the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetImprovements, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any no Modification shall impair the value, utility or 1. All Modifications (other than those that both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Fixtures or Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing provisoParticipation Agreement, the Lessee may substitute unless it replaces such Fixtures or Equipment with Fixtures or Equipment of equal or greater value, as evidenced by an appraisal, invoice or other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent documentation satisfactory to the Equipment for which it was substituted andLessor, without further act, such substituted equipment not subject to any Liens other than Permitted Liens. (b) The Lessee shall be Equipment hereunder deliver to the Lessor and be part the Indenture Trustee a brief written narrative of the applicable Propertywork to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $500,000 in the aggregate.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the (a) The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Real Property or any part thereof and substitutions and replacements therefor (collectively, "the “Modifications"”); provided, however, that: : (i) except for any Modification required to be made pursuant to a Requirement of by an Applicable Law (a "“Required Modification"”), no Modification shall impair materially diminish the fair market sales value, utility or remaining useful life or residual value or materially adversely affect the utility of such Leased Asset or any part thereof the Real Property from that which existed immediately prior to such Modification; ; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; ; (iii) the Lessee shall comply in all material respects with all Requirements of Law Applicable Laws (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; ; (iv) subject to the terms of Article XVI XII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(aSections 8.3 and 9.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor Lessor, and (z) such Modifications are readily removable without impairing the value, utility utility, residual value or remaining useful life of the related Leased Asset. So long as no Event Real Property, shall be the property of Default has occurred the Lessee, shall not be subject to this Lease and is continuing, may be removed by the Lessee at any time. (b) The Lessee may place upon each Leased Asset the Real Property any trade fixtures, machinery, equipment equipment, inventory, supplies or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Sections 9.1(a) and 10.1(a); and provided, that, subject to Section 13.1; provided that 10.1(a), such trade fixtures, machinery, equipment equipment, inventory, supplies or other property do not materially impair the value, utility utility, residual value or remaining useful life of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Real Property.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetLease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset any Property or any part thereof and substitutions and replacements therefor (collectively, "ModificationsMODIFICATIONS"); providedPROVIDED, howeverHOWEVER, that: : (i) except for any Modification required to be made pursuant to a Requirement of Law or Property Legal Requirement (a "Required ModificationREQUIRED MODIFICATION"), no Modification shall impair adversely affect the value, utility value or useful life of such Leased Asset Property or any part thereof from that which existed immediately prior to such Modification; ; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; ; (iii) the Lessee shall comply in all material respects with all Requirements of Law (including all Hazardous Materials Laws), Property Legal Requirements and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; ; (iv) subject to the terms of Article XVI ARTICLE XII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; ; (v) such Modifications shall comply with Section 13.1(aSections 8.3 and 9.1(a); and and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, and which shall be deemed to have been given if no response from the Lessor to the request for consent is received by the Lessee within ten (10) days of the date of such request, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially Materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforImprovements. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Master Lease and title thereto shall immediately vest in the Lessor; providedPROVIDED, howeverHOWEVER, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased Assetapplicable Property, shall be the property of the Lessee and shall not be subject to this Master Lease. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Properties any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1SECTION 9.1(a); provided PROVIDED, HOWEVER, that such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair the value, utility value or remaining useful life of such Leased Assetthe applicable Property; and providedPROVIDED, furtherFURTHER, HOWEVER, that the Lessee shall keep and maintain at each Property the Properties and shall not remove from such Property the Properties any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetLease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: : (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair adversely affect the value, utility or useful life Fair Market Sales Value of the Property below the Lease Balance following the completion of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; ; (ii) the Modification such Modifications shall be (and shall be done expeditiously and in a good manner) consistent with the Plans and workmanlike manner; Specifications for the Property; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(aSections 8.3 and 9.1(a); and and (viiv) the Lessee shall be required have provided notice to obtain the prior written approval Lessor of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element Modification the cost of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date which exceeds 10% of the Lease Supplement thereforBalance. .1). All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the LessorMaster Lease; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable can be removed without impairing causing Material damage to or diminution in the value, utility or remaining useful life Fair Market Sales Value of the related Leased AssetProperty below the Lease Balance shall be the property of the Lessee or other third party and may be removed by Lessee during the Lease Term and up to 30 days following the expiration or earlier termination thereof and shall not be subject to this Master Lease. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Termsame, subject, however, to the terms of Section 13.19.1(a); provided provided, however, that such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair can be removed without causing material damage to or diminution in the value, utility or remaining useful life Fair Market Sales Value of such Leased Assetthe Property below the Lease Balance; and provided, further, however, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be materially adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(aSections 12.3 and 13.1 (a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the Property and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that the Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.113.1(a), and Lessor hereby waives any liens, to which it may be entitled pursuant to any statutory or common law, in such trade fixtures, machinery, equipment or other property; provided that such trade fixtures, machinery, equipment or other property do not materially Materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not not, without the Lessor's prior consent, remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing provisoforgoing, the Lessee may substitute other equipment for such Equipmentshall comply with all provisions of the Xxxxxx Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted andextent the provisions hereof are inconsistent with same, without further act, such substituted equipment shall be Equipment hereunder and be part the provisions of the applicable PropertyXxxxxx Loan Documents shall control.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetLease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "“Modifications"”); provided, however, that: : (i) except for any Modification required to be made pursuant to a Requirement of Law (a "“Required Modification"”), no Modification shall impair adversely affect the value, utility or useful life Fair Market Sales Value of the Property below the Lease Balance following the completion of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; ; (ii) the Modification such Modifications shall be (and shall be done expeditiously and in a good manner) consistent with the Plans and workmanlike manner; Specifications for the Property; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(aSections 8.3 and 9.1(a); and and (viiv) the Lessee shall be required have provided notice to obtain the prior written approval Lessor of any structural Modification the cost of which exceeds 10% of the Lessor, which approval Lease Balance. (It being understood that any obligations of a permitted subtenant under a sublease entered into pursuant to Section 6.2 shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized limited or otherwise determined by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforthis Section 10.1). All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease Amended and title thereto shall immediately vest in the LessorRestated Master Lease; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable can be removed without impairing causing Material damage to or diminution in the value, utility or remaining useful life Fair Market Sales Value of the related Leased AssetProperty below the Lease Balance shall be the property of the Lessee or other third party and may be removed by Lessee during the Lease Term and up to 30 days following the expiration or earlier termination thereof and shall not be subject to this Amended and Restated Master Lease. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Termsame, subject, however, to the terms of Section 13.19.1(a); provided provided, however, that such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair can be removed without causing material damage to or diminution in the value, utility or remaining useful life Fair Market Sales Value of such Leased Assetthe Property below the Lease Balance; and provided, further, however, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value Amended and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyRestated Participation Agreement.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) except as otherwise permitted pursuant to Article XVI, the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section Sections 12.3 and 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, except where such effect is not material or (B) cost in excess of the Threshold Amount $3,000,000 or (C) materially change the nature of the Improvements to any Property (except where such change is not material) or reduce the amount of usable area therein (except where such reduction is not material) or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforhereof. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.113.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of the Property (except to the extent such Leased Assetimpairment is not material); and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property (other than to the extent removed or replaced as a consequence of permitted Modifications) any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Property.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law or an Insurance Requirement (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be materially adversely affected; (iv) subject to the terms of Article XVI XII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty thirty (6030) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(aSections 8.3 and 9.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to or any Property or major building system therein, or (B) and cost in excess of the Threshold Amount $500,000 or (CB) materially change the nature of the Improvements to any Property Facility or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforhereof. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, Modifications and (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty shall be the property of the Lessee and shall not be subject to this Lease. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.19.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor Lessor, the Certificate Purchaser or any Lender pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After During the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetLease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset any Property or any Master Lease part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: : (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair adversely affect the value, utility value or useful life of such Leased Asset Property or any part thereof from that which existed immediately prior to such Modification; ; (ii) the Modification such Modifications shall be (and shall be done expeditiously and in a good manner) consistent with the Plans and workmanlike manner; Specifications for such Property; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(aSections 8.3 and 9.1(a); and and (viiv) the Lessee shall be required have provided notice to obtain the prior written approval Lessor of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element Modification the cost of which exceeds 10% of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof Budget for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement thereforsuch Property. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Master Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor Participants and (z) such Modifications either (i) are readily removable without impairing the value, utility or remaining useful life of the related Leased Assetapplicable Property, or (ii) subject to the Lessor's consent rights under Section 8.5 hereof, Phase Two Improvements shall be the property of the Lessee or other third party and shall not be subject to this Master Lease. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Properties any trade fixtures, machinery, equipment equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.19.1(a); provided provided, however, that such trade fixtures, machinery, equipment equipment, inventory or other property do not materially impair the value, utility value or remaining useful life of such Leased Assetthe applicable remaining Property; and provided, further, however, that the Lessee shall keep and maintain at each Property the Properties and shall not remove from such Property the Properties any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor Lender pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyParticipation Agreement.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: ; (ia) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that with the exception of Modifications permitted pursuant to Section 2.12(f)(iv) of the Nomura Loan Agreement, Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.113.1(a), and Lessor hereby waives any liens, to which it may be entitled pursuant to any statutory or common law, in such trade fixtures, machinery, equipment or other property; provided that such trade fixtures, machinery, equipment or other property do not materially Materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not not, without the Lessor's prior consent, remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing provisoforgoing, the Lessee may substitute other equipment for such Equipmentshall comply with all provisions of the Loan Documents and the Mezzanine Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted andextent the provisions hereof are inconsistent with same, without further act, such substituted equipment shall be Equipment hereunder and be part the provisions of the applicable PropertyLoan Documents and the Mezzanine Loan Documents shall control.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the (a) The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part portion thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or remaining useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(a); Sections 8.2 and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations 10.1. All Modifications (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modifications, (yModification") such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Participation Agreement. (b) The Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent deliver to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder Lessor and be part the Agent and each Participant a brief written narrative description of the applicable Propertywork to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $1,000,000 in the aggregate.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the (a) The Lessee, at --------------------------------------------- its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall Materially impair the -------------- -------- value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and comply with all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee ------------ shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(a); Sections 8.2 and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations 10. 1. All Modifications ------------ ---- (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modifications, (yModification") such Modifications were not financed by the Lessor --------------------- and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); --------------- provided that such trade fixtures, machinery, equipment or other property do not materially -------- impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, -------- further, that the Lessee shall keep and maintain at each the Property and shall not ------- remove from such the Property any Equipment financed or otherwise paid for Equipment. (directly or indirectlyb) by The Lessee shall deliver to the Lessor pursuant and the Agent a brief written narrative of the work to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent be done in connection with any Modification to the Equipment for Property the cost of which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of is anticipated to exceed $500,000 in the applicable Propertyaggregate.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset(a) Lessee may, the Lessee, either at its sole cost and expenseexpense or with the proceeds of Modification Advances made pursuant to the terms of the Participation Agreement during the Construction Period, may at any time and from time to time without the consent of Lessor make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification")Legal Requirement, no Modification shall materially impair the value, utility or useful life of such Leased Asset or any part thereof the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) to the extent required by Section 14.2(a), Lessee shall maintain builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) such Modification shall comply with the Lessee shall be required to obtain the prior written approval requirements of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations this Lease (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor including without limitation Sections 8.2 and the Lessee as of the date hereof and the date of the Lease Supplement therefor10. 1). All Modifications financed by Lessor shall remain part of such Leased Asset and shall be subject to this Lease become the property of, and title thereto shall immediately and without further action vest in in, the Lessor; provided, howeverwhen installed (and the Ground Lease shall expressly provide). All other Modifications shall become the property of, that Modifications that meet each and title thereto shall immediately and without further action vest in, Lessor, on surrender of the following conditions shall not be subject to Property, the earlier termination of this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by Lease or the Lessor and (z) such Modifications are readily removable without impairing the value, utility occurrence of a Lease Default or remaining useful life of the related Leased Asset. So long as no Lease Event of Default has occurred under Section 17.1(j) of this Lease. (b) The construction process provided for in the Agency Agreement is acknowledged by Lessor and is continuing, the Lessee may place upon each Leased Asset any trade fixtures, machinery, equipment or other property belonging Agent to the Lessee or third parties be consistent with and may remove the same at any time during the Lease Term, subject, however, to in compliance with the terms and provisions of Section 13.1; provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyArticle XI.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the (a) The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and comply with all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affectedaffected in any material respect; (iv) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(a); Sections 8.2 and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations 10. 1. All Modifications (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modifications, (yModification") such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the Property and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Site any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property in any material respect; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Participation Agreement. (b) The Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent deliver to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder Lessor and be part the Agent a brief written narrative of the applicable Propertywork to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $500,000 in the aggregate.

Modifications, Substitutions and Replacements. After the date (a) So long as --------------------------------------------- no Lease Event of Substantial Completion for any Leased Asset consisting of Property Default has occurred and after the Acquisition Date for any Other Assetis continuing, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset a Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification ------------- -------- required to be made pursuant to a Legal Requirement or an Insurance Requirement, (iv) Lessee shall maintain or cause to be maintained builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of Law Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (a "Required Modification")vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, no Modification shall except to the extent such demolition does not impair the value, utility or useful life of such Leased Asset Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply is replaced with all Requirements Improvements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such at least equivalent value. All Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall may be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the related Leased Assetrealty and shall be subject to this Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset a Property any inventory, trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Terminventory, subject, however, to the terms of Section 13.1; provided that such trade fixtures, machinery, equipment or other property do personal property, whether placed thereon by Lessee or otherwise located thereon (or cause Lessor to remove the same, to the extent owned by Lessor) at any time during the term of this Lease; provided that the removal of such inventory, trade fixtures, -------- machinery, equipment or other property, or their respective operations, does not materially impair the value, utility or remaining useful life of such Leased Asset; and providedProperty unless appropriate replacements having at least equal value, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value utility and remaining useful life are provided therefor. (a) Following the Completion Date with respect to any Construction Period Property, or the Property Closing Date with respect to any Completed Property, Lessee shall notify Lessor of the undertaking of any construction, repairs or alterations to a Property the cost of which is anticipated to exceed $1,000,000. Prior to undertaking any such construction or alterations, Lessee shall deliver to Lessor (i) a brief narrative of the work to be done and a copy of the plans and specifications relating to such work; and (ii) an Officer's Certificate stating that such work when completed will not impair the value, utility or remaining life of such Property. Lessor, by itself or its agents, shall have the right, but not the obligation, from time to time at least equivalent reasonable times, upon reasonable prior notice to inspect such construction to ensure that the same is completed consistent with the plans and specifications. (b) Following the Completion Date with respect to any Construction Period Property, or the Property Closing Date with respect to any Completed Property, Lessee shall not without the consent of Lessor undertake any construction or alterations to such Property (other than construction or alterations required for compliance with any Legal Requirement) if such construction or alterations cannot, in the reasonable judgement of Agent, be completed on or prior to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of date that is twelve months prior to the applicable PropertyExpiration Date unless Lessee has irrevocably exercised the Maturity Date Purchase Option.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Construction Property and after the Acquisition Date for any Other other Leased Asset, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement any Requirements of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply in all material respects with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article XVI relating to permitted contestsSection 16.1, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased Asset. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1; provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Property.unreasonably

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; shall (iva) subject to the terms of Article XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.113.1(a), and Lessor hereby waives any liens, to which it may be entitled pursuant to any statutory or common law, in such trade fixtures, machinery, equipment or other property; provided that such trade fixtures, machinery, equipment or other property do not materially Materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not not, without the Lessor's prior consent, remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing provisoforgoing, the Lessee may substitute other equipment for such Equipmentshall comply with all provisions of the Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted andextent the provisions hereof are inconsistent with same, without further act, such substituted equipment shall be Equipment hereunder and be part the provisions of the applicable PropertyLoan Documents shall control.

Modifications, Substitutions and Replacements. (a) After Completion of the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other AssetImprovements, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall materially impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and comply with all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such shall 1. All Modifications shall comply with Section 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modifications, (yModification") such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.110.1(a); provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Participation Agreement. (b) The Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent deliver to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder Lessor and be part the Agent a brief written narrative of the applicable Propertywork to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $500,000 in the aggregate.

Modifications, Substitutions and Replacements. After the date So long as no Event of Substantial Completion for any Leased Asset consisting of Property Default has occurred and after the Acquisition Date for any Other Assetis continuing, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Legal Requirement of Law (a "Required Modification")or an Insurance Requirement, no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall impair the value, value of the Property or the utility or useful life of such Leased Asset or any part thereof the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be done performed expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements of Law (including all Environmental Laws) and all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) Lessee shall maintain or cause to be maintained builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of Article XVI 13 relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (vvi) such Modifications shall comply with Section 13.1(a)Sections 8.2 and 10.1 and shall not change the primary character of the Property; and (vivii) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval Improvements shall not be unreasonably withheld, with respect to any alterations demolished in total in the making of the Modification. All Modifications (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall may be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable removed without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the Improvements and shall be subject to this Lease, and title thereto shall immediately vest in Lessor. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any inventory, trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms term of Section 13.1this Lease; provided that such inventory, trade fixtures, machinery, equipment or other property property, or their respective operations, do not materially impair the value, utility or remaining useful life of the Property. Lessee shall notify Lessor of the undertaking of any construction, repairs or alterations to the Property the cost of which is anticipated to exceed $1,000,000. Prior to undertaking any such Leased Assetconstruction or alterations, Lessee shall deliver to Lessor (i) a brief narrative of the work to be done and a copy of the plans and specifications relating to such work; and provided(ii) an Officer's Certificate stating that such work when completed will not impair the value, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed utility or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent of the Property. Lessor, by itself or its agents, shall have the right, but not the obligation, from time to time to inspect such construction to ensure that the same is completed consistent with such plans and specifications. Lessee shall not, without the consent of Lessor, undertake any construction or alterations to the Equipment for which it was substituted andProperty if such construction or alterations cannot, without further actin the reasonable judgement of Lessor, such substituted equipment shall be Equipment hereunder and be part of completed on or prior to the applicable Propertydate that is one hundred eighty (180) days prior to the Expiration Date.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Construction Property and after the Acquisition Date for any Other other Leased Asset, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset or any part thereof and substitutions and replacements therefor (collectively, "ModificationsMODIFICATIONS"); providedPROVIDED, howeverHOWEVER, that: (i) except for any Modification required to be made pursuant to a Requirement any Requirements of Law (a "Required ModificationREQUIRED MODIFICATION"), no Modification shall impair the value, utility or useful life of such Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all material Requirements of Law and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset shall not be adversely affected; (iv) subject to the terms of Article ARTICLE XVI relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (v) such Modifications shall comply with Section SECTION 13.1(a); and (vi) the Lessee shall be required to obtain the prior -18- written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency AgreementModifications) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; providedPROVIDED, howeverHOWEVER, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased Asset. So long as no Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section SECTION 13.1; provided PROVIDED that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Asset; and providedPROVIDED, furtherFURTHER, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, so long as no Event of Default has occurred and is continuing, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable Property.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset, the The Lessee, at its sole --------------------------------------------- cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); ------------- provided, however, that: (i) except for any Modification required to be made -------- ------- pursuant to a Requirement of Law Law, (a "Required Modification"), no Modification --------------------- shall impair the value, utility or useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; , (iii) the Lessee shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be materially adversely affected; (iv) subject to the terms of Article XVI relating to permitted contests, the ----------- Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section Sections 12.3 and 13.1(a); and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All ------------- ------- Modifications shall remain part of such Leased Asset the realty and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that -------- ------- Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty. So long as no Event of Default has occurred and is continuing, the The Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1; provided that 13.1(a) and Lessor hereby waives any liens, to which it may be --------------- entitled pursuant to any statutory or common law, in such trade fixtures, machinery, equipment or other property; provided that such trade fixtures, -------- machinery, equipment or other property do not materially Materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and provided, further, that the -------- ------- Lessee shall keep and maintain at each the Property and shall not not, without the Lessor's prior consent, remove from such the Property any and Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing provisoforegoing, the Lessee may substitute other equipment for such Equipmentshall comply with all provisions of the Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted andextent the provisions hereof are inconsistent with same, without further act, such substituted equipment shall be Equipment hereunder and be part the provisions of the applicable PropertyLoan Documents shall control.

Modifications, Substitutions and Replacements. After the date of Substantial Completion for any Leased Asset consisting of Property and after the Acquisition Date for any Other Asset(a) Lessee may, the Lessee, either at its sole cost and expenseexpense or with the proceeds of Modification Advances made pursuant to the terms of the Participation Agreement during the Construction Period, may at any time and from time to time 11 without the consent of Lessor make alterations, renovations, improvements and additions to such Leased Asset the Property or any part thereof and substitutions and replacements therefor there for (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification")Legal Requirement, no Modification shall materially impair the value, utility or useful life of such Leased Asset or any part thereof the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) to the extent required by Section 14.2(a), Lessee shall maintain builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of Article XVI XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens liens arising with respect to the Modification; (v) such Modifications shall comply with Section 13.1(a); and (vi) such Modification shall comply with the Lessee shall be required to obtain the prior written approval requirements of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations this Lease (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor including without limitation Sections 8.2 and the Lessee as of the date hereof and the date of the Lease Supplement therefor10. 1). All Modifications financed by Lessor shall remain part of such Leased Asset and shall be subject to this Lease become the property of, and title thereto shall immediately and without further action vest in in, the Lessor; provided, howeverwhen installed (and the Ground Lease shall expressly provide). All other Modifications shall become the property of, that Modifications that meet each and title thereto shall immediately and without further action vest in, Lessor, on surrender of the following conditions shall not be subject to Property, the earlier termination of this Lease: (x) such Modifications are not Required Modifications, (y) such Modifications were not financed by Lease or the Lessor and (z) such Modifications are readily removable without impairing the value, utility occurrence of a Lease Default or remaining useful life of the related Leased Asset. So long as no Lease Event of Default has occurred under Section 17.1(j) of this Lease. (b) The construction process provided for in the Agency Agreement is acknowledged by Lessor and is continuing, the Lessee may place upon each Leased Asset any trade fixtures, machinery, equipment or other property belonging Agent to the Lessee or third parties be consistent with and may remove the same at any time during the Lease Term, subject, however, to in compliance with the terms and provisions of Section 13.1; provided that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Asset; and provided, further, that the Lessee shall keep and maintain at each Property and shall not remove from such Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing proviso, the Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder and be part of the applicable PropertyArticle XI.

Modifications, Substitutions and Replacements. (a) After Completion of the date of Substantial Completion for any Leased Asset consisting of Property and after Tenant Improvements or the Acquisition Date for any Other AssetExpansion Improvements, as the case may be, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to such Leased Asset that portion of the Property as to which construction has been Completed or any part thereof and substitutions and replacements therefor (collectively, "ModificationsMODIFICATIONS"); provided, however, PROVIDED that: (i) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall materially impair the value, utility or remaining useful life of such Leased Asset the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Requirements of Law and all Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such Leased Asset the Property shall not be adversely affected; (iv) subject to the terms of Article XVI ARTICLE XIII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; and (v) such Modifications shall comply with Section 13.1(a); SECTIONS 8.2 and (vi) the Lessee shall be required to obtain the prior written approval of the Lessor, which approval shall not be unreasonably withheld, with respect to any alterations 10. 1. All Modifications (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) those that shall (A) materially affect any structural element of the Improvements to any Property or major building system therein, or (B) cost in excess of the Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility thereof for the purposes contemplated by the Lessor and the Lessee as of the date hereof and the date of the Lease Supplement therefor. All Modifications shall remain part of such Leased Asset and shall be subject to this Lease and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that meet each of the following conditions shall not be subject to this Lease: (x) such Modifications both are not Required Modifications, Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement (y"REQUIRED MODIFICATION") such Modifications were not financed by the Lessor and (z) such Modifications are readily removable without impairing the value, utility or remaining useful life of the related Leased AssetProperty) shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in the Lessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon each Leased Asset the Property any trade fixtures, machinery, equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 13.1SECTION 10.1(a); provided PROVIDED that such trade fixtures, machinery, equipment or other property do not materially impair the value, utility or remaining useful life of such Leased Assetthe Property; and providedPROVIDED, furtherFURTHER, that the Lessee shall keep and maintain at each the Property and shall not remove from such the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to this Lease. Notwithstanding the foregoing proviso, the Participation Agreement. (b) The Lessee may substitute other equipment for such Equipment, which substituted equipment shall have a Fair Market Sales Value and remaining useful life at least equivalent deliver to the Equipment for which it was substituted and, without further act, such substituted equipment shall be Equipment hereunder Lessor and be part the Agent and each Participant a brief written narrative description of the applicable Propertywork to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $1,000,000 in the aggregate.