Common use of Modifications, Substitutions and Replacements Clause in Contracts

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications to a Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the utility or useful life of such Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the 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, except to the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the utility or useful life of such Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the 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, except to the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not impair the value, utility or remaining useful life of such Property.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part portion thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "Modifications"); provided, provided that: (i) except for any no Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the value, utility or remaining useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements (including of Law and 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 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 Section 13 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 (viv) 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, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1. All Modifications (other than those that may both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modification") and are readily removed removable without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 a 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 Term, subject, however, to the terms of Section 10.1(a); provided that such trade fixtures, machinery, equipment or other property do not impair the value, utility or remaining useful life of the Property; provided, further, that the Lessee shall keep and maintain at the Property and shall not remove from the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to the Participation Agreement.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event After the date of Default has occurred Substantial Completion for any Leased Asset consisting of Property and is continuingafter 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, repairs, improvements and modifications additions to a Property such Leased Asset or any part thereof and will also have the right to reconstruct or improve such Property 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 Requirementof Law (a "Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such Property Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements (including all Environmental Laws) 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 Property Leased Asset 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 Section 13 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; (viv) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such PropertySection 13.1(a); and (viivi) no Improvements the Lessee shall be demolishedrequired to obtain the prior written approval of the Lessor, except which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the extent such demolition does not impair Construction Agency Agreement) that shall (A) materially affect any structural element of the valueImprovements 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 or useful life thereof for the purposes contemplated by the Lessor and the Lessee as of such Propertythe 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: (other than those that may be x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removed removable without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately vest in Lessorrelated Leased Asset. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon a Property each Leased Asset 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 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. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "ModificationsMODIFICATIONS"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 SECTION 12.2, shall be made if it would materially impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and ; (iv) the structural integrity of such the Property shall not be adversely affected; (ivv) Lessee shall maintain or cause to be maintained builders' risk insurance at all times when a Modification is in progress; (vvi) subject to the terms of Section 13 Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vivii) such Modifications shall comply with Sections SECTIONS 8.2 and 10.1 and shall not change the primary character of such the Property; and (viiviii) no Improvements shall be demolished, except to demolished in total in making the extent such demolition does not impair the value, utility or useful life of such PropertyModification. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such a Property, unless required by Legal Requirements or Insurance Requirements) shall remain part of the realty Improvements and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a any Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not materially impair the value, utility or remaining useful life of such Property.

Modifications, Substitutions and Replacements. If any parts of the 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 all Liens (aother than Permitted Liens) So long as no Lease Event of Default has occurred and is continuinghave a value, utility and useful life at least equal to the parts replaced. Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a Property the Equipment or any part thereof and will also have substitutions and replacements therefor (collectively with such replacement parts referred to in the right to reconstruct or improve such Property (collectivelypreceding sentence, "Modifications"); provided, that: (i) except for any no Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the value, utility or useful life of such Property 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 performed done expeditiously and in a good and workmanlike manner; (iiiiv) Lessee shall comply with all Legal Requirements (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 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 Section 13 hereof relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; and (vi) such Modifications Modification 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, except to the extent such demolition does not impair the value, utility or useful life of such Propertyhereof. All Required Modifications and all other Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Propertythe applicable Equipment ("Severable Optional Modifications")) shall remain part become property of the realty Lessor and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto to any such Modifications shall immediately vest in LessorLessor and be subject to the terms of the Security Agreement. So long All Modifications to which Lessor shall not have title may be removed at any time by Lessee. Any such Modifications 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, and Lessee shall at its expense repair any damage to the Equipment caused by the removal of such Modifications. Lessor shall have the option to purchase all Severable Optional Modifications on the Expiration Date for Fair Market Sales Value, determined as no Lease Event of Default has occurred if such Modifications were detached from the Equipment, and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,in "AS IS" "WHERE IS" condition.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuingLessee may, 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, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would materially impair the value of such Property or the value, utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 the Property shall not be adversely affected; (iv) to the extent required by Section 14.2(a), 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 Section 13 Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens liens arising with respect to the Modification; and (vi) such Modifications Modification shall comply with the requirements of this Lease (including without limitation Sections 8.2 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1). All Modifications (other than those that may be readily removed without impairing financed by Lessor shall become the valueproperty of, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately and without further action vest in in, the Lessor, when installed (and the Ground Lease shall expressly provide). So long as no All other Modifications shall become the property of, and title thereto shall immediately and without further action vest in, Lessor, on surrender of the Property, the earlier termination of this Lease or the occurrence of a Lease Default or Lease Event of Default has occurred and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,under Section 17.1(j) of this Lease.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "Modifications"); provided, provided that: (i) except for any no Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed 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 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 the Property shall not be adversely affectedaffected in any material respect; (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 Section 13 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 (viv) 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, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1. All Modifications (other than those that may both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modification") and are readily removed removable without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty Property and shall be subject to this Lease and Lessee's Lease Supplement 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 a Property the Site 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 Term, subject, however, to the terms of Section 10.1(a); provided that such trade fixtures, machinery, equipment or other property do not impair the value, utility or remaining useful life of the Property in any material respect; provided, further, that the Lessee shall keep and maintain at the Property and shall not remove from the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to the Participation Agreement.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property 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 Requirementof Law (a "Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) except as otherwise permitted pursuant to Article XVI, 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 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 Section 13 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; (viv) such Modifications shall comply with Sections 8.2 12.3 and 10.1 and shall not change the primary character of such Property13.1(a); and (viivi) no Improvements the Lessee shall be demolishedrequired 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) affect any structural element of the Improvements or major building system therein, except to where such effect is not material or (B) cost in excess of $3,000,000 or (C) change the extent nature of the Improvements (except where such demolition does change is not impair material) or reduce the value, amount of usable area therein (except where such reduction is not material) or the utility or useful life thereof for the purposes contemplated by the Lessor and the Lessee as of such Propertythe date hereof. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 Property. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon a 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 Term, subject, however, to the terms of Section 13.1(a); provided that such trade fixtures, machinery, equipment or other property do not impair the value, utility or remaining useful life of the Property (except to the extent such impairment is not material); provided, further, that the Lessee shall keep and maintain at the Property and shall not remove from 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.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section Article 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property; and (vii) no the Improvements shall not be demolished, except to demolished in total in the extent such demolition does not impair making of the value, utility or useful life of such PropertyModification. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty Improvements and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other 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 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 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 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 Property if such construction or alterations cannot, in the reasonable judgement of Lessor, be completed on or prior to the date that is one hundred eighty (180) days prior to the Expiration Date.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event After the date of Default has occurred Substantial Completion for any Construction Property and is continuingafter the Acquisition Date for any other Leased Asset, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a Property such Leased Asset or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "ModificationsMODIFICATIONS"); providedPROVIDED, HOWEVER, that: (i) except for any Modification required to be made pursuant to any Requirements of Law (a Legal Requirement or an Insurance Requirement"REQUIRED MODIFICATION"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such Property Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal material Requirements (including all Environmental Laws) 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 Property Leased Asset 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 Section 13 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; (viv) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such PropertySECTION 13.1(a); and (viivi) no Improvements the Lessee shall be demolishedrequired to obtain the prior -18- written approval of the Lessor, except which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications) that shall (A) materially affect any structural element of the extent such demolition does not impair Improvements to any Property or major building system therein, or (B) cost in excess of the value, Threshold Amount or (C) materially change the nature of the Improvements to any Property or the amount of usable area therein or the utility or useful life thereof for the purposes contemplated by the Lessor and the Lessee as of such Propertythe 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: (other than those that may be x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removed removable without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately vest in Lessorrelated Leased Asset. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon a Property each Leased Asset 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 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, 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. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the utility or useful life of such Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 Property shall not be adversely affected; (iv) Lessee shall maintain or cause to be maintained commercially reasonable builders' risk insurance at all times when a Modification is in progress; (v) subject to the terms of Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the 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, except to the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, -------- equipment or other property, or their respective operations, do not impair the value, utility or remaining useful life of such Property.

Modifications, Substitutions and Replacements. (a) So long After Completion of the Tenant Improvements or the Expansion Improvements, as no Lease Event of Default has occurred and is continuingthe case may be, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a that portion of the Property as to which construction has been Completed or any part thereof and substitutions and replacements therefor (collectively, "MODIFICATIONS"); PROVIDED that: (i) no Modification shall materially impair the value, utility or remaining useful life of the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such Property or the utility or useful life of such Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply with all Legal Requirements (including of Law and 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 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 Section 13 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 (viv) such Modifications shall comply with Sections SECTIONS 8.2 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1. All Modifications (other than those that may both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("REQUIRED MODIFICATION") and are readily removed removable without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 a 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 Term, subject, however, to the terms of SECTION 10.1(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; PROVIDED, FURTHER, that the Lessee shall keep and maintain at the Property and shall not remove from the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to the Participation Agreement.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time after Completion make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (including all Environmental Hazardous Materials Laws) and Insurance Requirements applicable to the Modification, including the obtaining of all permits and certificates of occupancy, and the structural integrity of such 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 Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such the Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not impair the value, utility or remaining useful life of the Property (such inventory, trade fixtures, machinery, equipment or other property, collectively, "Modification Equipment"). Lessor acknowledges Lessee's right to finance and to secure under the Uniform Commercial Code, any Modification Equipment located 15 11 at the Property, and Lessor agrees to execute Lessor waiver forms and release of Lessor Liens in favor of any purchase money seller, lessor or lender who has financed or may finance in the future such items. Without limiting the effectiveness of the foregoing, provided that no Lease Event of Default shall have occurred and be continuing, Lessor shall, upon the request of Lessee, and at Lessee's sole cost and expense, execute and deliver any instruments necessary or appropriate to confirm any such grant, release, dedication, transfer, annexation or amendment to any Person permitted under this Section 11.1 including landlord waivers with respect to any of the foregoing.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole --------------------------------------------- cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property 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 Requirementof Law, (a "Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, --------------------- shall be made if it would impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed 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 the Property shall not be materially 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 Section 13 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 (viv) such Modifications shall comply with Sections 8.2 12.3 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property13.1(a). All ------------- ------- Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 Property. So long as no Lease Event of Default has occurred and is continuing, The Lessee may place upon a 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 Term, subject, however, to the terms of Section 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 impair the value, utility or remaining useful life of the Property; provided, further, that the -------- ------- Lessee shall keep and maintain at the Property and shall not, without the Lessor's prior consent, remove from the Property and Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the foregoing, the Lessee shall comply with all provisions of the Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, and to the extent the provisions hereof are inconsistent with same, the provisions of the Loan Documents shall control.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "Modifications"); provided, provided that: (i) except for any no Modification required to be made pursuant to a Legal Requirement 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 be made if it would Materially impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) subject to the provisions of Article 13 concerning contests, Lessee shall comply with all Legal 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 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 Section Article 13 relating to permitted contests, 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 (viv) 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, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1. All Modifications required to be made pursuant to a Requirement of Law generally applicable to buildings comparable to the Property or an Insurance Requirement (other than those that may be readily removed "Required Modification") and all Modifications which are replacements or substitutions of the Property, all Modifications of the utility and building services and sections of the building or building systems which are not removable without impairing the value, utility or remaining useful life of such Property) the Property shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred All other Modifications and is continuing, Lessee may place upon a Property any inventory, all trade fixtures, machinery,, equipment or other tangible personal property shall at all times be Lessee's property ("Lessee's Property") and Lessee may remove the same at any time during the Term, subject, however, to the terms of Section 10.1(a); provided, however, that Lessee shall keep and maintain at the Property and shall not remove from the Property any Equipment unless Lessee replaces the same with equivalent or better Equipment.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make modifications, alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have thereof, including, without limitation, the right to reconstruct or improve such Property Permitted Leasehold Improvements (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would materially impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property or diminish the utility or the Fair Market Sales Value of the Property; and (vii) no Improvements shall be demolished, except to the extent such demolition (together with any Modifications to be constructed as part of the same project) does not impair the value, utility or useful life of such the Property. All Modifications shall remain part of the realty and shall be subject to this Lease, and title thereto shall immediately vest in Lessor, except Modifications (other than those excluding Permitted Leasehold Improvements) that may can be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty Property and shall be subject to this Lease and except for Lessee's Lease Supplement tenant improvements, equipment and title thereto shall immediately vest personal property used in Lessorthe 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, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties, and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other 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.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event After the date of Default has occurred Substantial Completion for any Construction Property and is continuingafter the Acquisition Date for any other Leased Asset, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a Property such Leased Asset or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (i) except for any Modification required to be made pursuant to any Requirements of Law (a Legal Requirement or an Insurance Requirement"Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such Property Leased Asset or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) the Lessee shall comply in all material respects with all Legal Requirements (including all Environmental Laws) 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 Property Leased Asset 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 Section 16.1, the terms of Section 13 relating to permitted contests, 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; (viv) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such PropertySection 13.1(a); and (viivi) no Improvements the Lessee shall be demolished, except required to obtain the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part prior written approval of the realty and Lessor, which approval shall not be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,unreasonably

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at --------------------------------------------- its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements therefor (collectively, "Modifications"); provided, provided that: (i) except for any no Modification required to be made pursuant to a Legal Requirement 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 be made if it would Materially impair the value of such Property or the -------------- -------- value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed 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 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 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 Section 13 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 (viv) 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, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1. All Modifications ------------ ---- (other than those that may both are not Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modification") --------------------- and are readily removed removable without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 a 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 Term, subject, however, to the terms of Section 10.1(a); --------------- provided that such trade fixtures, machinery, equipment or other property do not -------- impair the value, utility or remaining useful life of the Property; provided, -------- further, that the Lessee shall keep and maintain at the Property and shall not ------- remove from the Property any Equipment.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would materially impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section 13 Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property, unless required by Legal Requirements or Insurance Requirements) shall remain part of the realty Improvements and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Agent Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not materially impair the value, utility or remaining useful life of the Property.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property 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 or an Insurance RequirementRequirement (a "Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed 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 the Property shall not be materially 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 Section 13 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 thirty (30) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (viv) such Modifications shall comply with Sections 8.2 8.3 and 10.1 and shall not change the primary character of such Property9.1(a); and (viivi) no Improvements the Lessee shall be demolishedrequired to obtain the prior written approval of the Lessor, except which approval shall not be unreasonably withheld, with respect to any alterations (other than Required Modifications and/or alterations authorized by the extent such demolition does not impair Construction Agency Agreement) that shall (A) affect any structural element of the value, Improvements or any major building system and cost in excess of $500,000 or (B) materially change the nature of the Facility or the amount of usable area therein or the utility or useful life thereof for the purposes contemplated by the Lessor and the Lessee as of such Propertythe date hereof. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately vest in the Lessor; provided, however, that Modifications that (x) are not Required Modifications and (y) were not financed by the Lessor and are readily removable without impairing the value, utility or remaining useful life of the Property 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 a 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 Term, subject, however, to the terms of Section 9.1(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; provided, further, that the Lessee shall keep and maintain at the Property and shall not remove from the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor, the Certificate Purchaser or any Lender pursuant to the Participation Agreement.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "ModificationsMODIFICATIONS"); providedPROVIDED, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would materially impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section 13 Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty Improvements and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Agent Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; PROVIDED that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not materially impair the value, utility or remaining useful life of the Property.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "ModificationsMODIFICATIONS"); providedPROVIDED, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would materially impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section 13 Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty Improvements and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Agent Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; PROVIDED that such inventory, trade fixtures, machinery, equipment or other property, or their respective operations, do not materially impair the value, utility or remaining useful life of the Property.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property 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 Requirementof Law (a "Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed 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 the Property shall not be materially 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 Section 13 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 (viv) such Modifications shall comply with Sections 8.2 12.3 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property13.1(a). All Modifications shall remain part of 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: (other than those that may be x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removed removable without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 a 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 Term, subject, however, to the terms of Section 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 impair the value, utility or remaining useful life of the Property; provided, further, that the Lessee shall keep and maintain at the Property and shall not, without the Lessor's prior consent, remove from the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the forgoing, the Lessee shall comply with all provisions of the Xxxxxx Loan Documents and the Ground Lease with respect to Modifications as if the Lessee were the Borrower thereunder, and to the extent the provisions hereof are inconsistent with same, the provisions of the Xxxxxx Loan Documents and the Ground Lease shall control.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuingLessee may, 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, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property substitutions and replacements there for (collectively, "Modifications"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would materially impair the value of such Property or the value, utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed done expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 the Property shall not be adversely affected; (iv) to the extent required by Section 14.2(a), 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 Section 13 Article XIII relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens liens arising with respect to the Modification; and (vi) such Modifications Modification shall comply with the requirements of this Lease (including without limitation Sections 8.2 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property10.1). All Modifications (other than those that may be readily removed without impairing financed by Lessor shall become the valueproperty of, utility or remaining useful life of such Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement and title thereto shall immediately and without further action vest in in, the Lessor, when installed (and the Ground Lease shall expressly provide). So long as no All other Modifications shall become the property of, and title thereto shall immediately and without further action vest in, Lessor, on surrender of the Property, the earlier termination of this Lease or the occurrence of a Lease Default or Lease Event of Default has occurred and is continuing, Lessee may place upon a Property any inventory, trade fixtures, machinery,under Section 17.1(j) of this Lease.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, The Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property 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 Requirementof Law (a "Required Modification"), no Modification, individually, or when aggregated with any (A) other Modification or (B) grant, dedication, transfer or release pursuant to Section 12.2, shall be made if it would impair the value of such Property or the value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (ii) the Modification shall be performed 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 the Property shall not be materially 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 Section 13 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 (viv) such Modifications shall comply with Sections 8.2 12.3 and 10.1 and shall not change the primary character of such Property; and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such Property13.1(a). All Modifications shall remain part of 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: (other than those that may be x) such Modifications are not Required Modifications, (y) such Modifications were not financed by the Lessor and (z) such Modifications are readily removed removable without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement 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 a 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 Term, subject, however, to the terms of Section 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 impair the value, utility or remaining useful life of the Property; provided, further, that the Lessee shall keep and maintain at the Property and shall not, without the Lessor's prior consent, remove from the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor pursuant to this Lease. Notwithstanding the forgoing, the Lessee shall comply with all provisions of the Xxxxxx Loan Documents with respect to Modifications as if the Lessee were the Borrower thereunder, and to the extent the provisions hereof are inconsistent with same, the provisions of the Xxxxxx Loan Documents shall control.

Modifications, Substitutions and Replacements. (a) So long as --------------------------------------------- no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "Modifications"); provided, that: (i) except for any Modification ------------- -------- required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 in excess of $500,000 is in progress; (v) subject to the terms of Section 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such Property; the Property as office or commercial and/or research and development space, in compliance with local zoning ordinances and (vii) no Improvements shall be demolished, except to the extent such demolition does not impair the value, utility or useful life of such the Property. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment -------- or other property, or their respective operations, do not materially impair the value, utility or remaining useful life of the Property.

Modifications, Substitutions and Replacements. (a) So long as no Lease Event of Default has occurred and is continuing, Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, repairs, improvements and modifications additions to a the Property or any part thereof and will also have the right to reconstruct or improve such Property (collectively, "ModificationsMODIFICATIONS"); provided, that: (i) except for any Modification required to be made pursuant to a Legal Requirement 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 be made if it would impair the value of such the Property or the utility or useful life of such the Property from that which existed immediately prior to such Modification; (ii) the Modification shall be performed expeditiously and in a good and workmanlike manner; (iii) Lessee shall comply with all Legal Requirements (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 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 Section Article 13 relating to permitted contests, Lessee shall pay all costs and expenses and discharge any Liens arising with respect to the Modification; (vi) such Modifications shall comply with Sections 8.2 and 10.1 and shall not change the primary character of such the Property; and (vii) no the Improvements shall not be demolished, except to demolished in total in the extent such demolition does not impair making of the value, utility or useful life of such PropertyModification. All Modifications (other than those that may be readily removed without impairing the value, utility or remaining useful life of such the Property) shall remain part of the realty Improvements and shall be subject to this Lease and Lessee's Lease Supplement Lease, and title thereto shall immediately vest in Lessor. So long as no Lease Event of Default has occurred and is continuing, Lessee may place upon a the Property any inventory, trade fixtures, machinery,, equipment or other property belonging to Lessee or third parties and may remove the same at any time during the term of this Lease; provided that such inventory, trade fixtures, machinery, equipment or other 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 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 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 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 Property if such construction or alterations cannot, in the reasonable judgement of Lessor, be completed on or prior to the date that is one hundred eighty (180) days prior to the Expiration Date.