Common use of Alterations and Expansions Clause in Contracts

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not, and shall not permit Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget without the prior written consent of Lender. Borrower shall not, and shall not permit Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant.

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not, and shall not permit Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget without the prior written consent of LenderBudget. Borrower shall not, and shall not permit Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses (so long as no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned to Borrower upon completion of such Material Alteration so long as no Event of Default is continuing. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant.

Alterations and Expansions. During the continuance of any Trigger Cash Flow Sweep Period or Event of Default, Borrower shall not, and shall not permit Master Tenant to, perform incur or contract to perform incur any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget, Schedule I, or the Approved Future Funding Budget without the prior written consent of Lenderor as otherwise may be required pursuant to any Lease entered into in accordance with this Agreement. Borrower shall not, and shall not permit Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant.. With respect to every consent or approval or waiver of the Lender required or requested under this Section 6.13, such consent shall be deemed given if the following conditions are met:

Alterations and Expansions. During the continuance of any Trigger Cash Flow Sweep Period or Event of Default, Borrower shall not, not and shall not permit Master Tenant to, perform Mortgage Borrower to incur or contract to perform incur any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget, Schedule I of the Mortgage Loan Agreement, or the Approved Future Funding Budget without (as defined in the prior written consent of LenderMortgage Loan Agreement) or as otherwise may be required pursuant to any Lease entered into in accordance with this Agreement. Borrower shall not, and shall not permit Master Tenant to, Mortgage Borrower to perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold AmountAmount (to the extent that (i) Mortgage Lender has not required such additional collateral pursuant to the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full). If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant.. With respect to every consent or approval or waiver of the Lender required or requested under this Section 6.13, such consent shall be deemed given if the following conditions are met:

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not, and shall not permit Property Owner or Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget without the prior written consent of Lender. Borrower shall not, and shall not permit Property Owner or Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold AmountAmount (to the extent that (i) Mortgage Lender has not required such additional collateral pursuant to the Mortgage Loan Agreement or (ii) the Mortgage Loan has been repaid in full). If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant.

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower No Obligor shall not, and shall not permit Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget without the prior written consent of Lender. Borrower shall not, and shall not permit Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, conditioned or delayed or conditionedprovided no Event of Default is continuing and, but may provided no Event of Default is continuing, shall be conditioned on deemed given by Lender if (A) Lender shall not have notified the delivery applicable Obligor in writing of additional collateral in its refusal to grant such consent within the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds Approval Period (as hereinafter defined) after its receipt of a written request for such consent from such Obligor and (B) the Threshold Amountwritten request described in clause (A) explicitly and prominently refers to the deemed approval requirement during the Material Alteration Approval Period. If Lender’s 's consent is requested hereunder with respect to a Material AlterationAlteration and the cost of such Material Alteration exceeds $10,000,000, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower The Obligors shall, on demand by Lender, reimburse Lender for the actual, documented, actual reasonable out-of-pocket fees and disbursements of such consultant. As used herein, "Material Alteration Approval Periods" shall mean the 10 Business Day period following the Lender's receipt of Obligor's written request; provided, however, that Lender may by written notice given to the applicable Obligor within the initial 10 Business Day period extend the initial Material Alteration Approval Period for a reasonable time (not to exceed 30 days, subject to reasonable extension by Lender if Lender is diligently pursuing its evaluation of the proposed Material Alteration).

Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not, and shall not permit Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Budget without the prior written consent of LenderBudget. Borrower shall not, and shall not permit Master Tenant to, perform, undertake, contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses (so long as no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned to Borrower upon completion of such Material Alteration so long as no Event of Default is continuing. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant. Section 6.14.

Alterations and Expansions. During the continuance of any Trigger a Cash Trap Period or Event of Default, Borrower shall not, and shall not permit Master Tenant to, perform or contract to perform any capital improvements requiring Capital Expenditures with respect to the Properties that are not consistent with the Approved Annual Capital Budget without (as the prior written consent of Lendersame may be amended in accordance with the provisions hereof). Borrower shall not, and shall not permit Master Tenant to, perform, undertake, perform or contract to perform or consent to any Material Alteration with respect to the Properties without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may and which consent shall be conditioned on deemed given by Lender if (A) Lender shall not have notified the delivery Borrower in writing of additional collateral in its refusal to grant such consent within the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds Approval Period (as hereinafter defined) after its receipt of a written request for such consent from Borrower and (B) the Threshold Amountwritten request described in clause (A) shall prominently include a statement in capital letters "URGENT - LENDER'S ATTENTION REQUIRED WITHIN 10 BUSINESS DAYS". If Lender’s 's consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the actual, documented, reasonable out-of-pocket fees and disbursements of such consultant. As used herein, "MATERIAL ALTERATION APPROVAL PERIODS" shall mean the 10 Business Day period following the Lender's receipt of Borrower's written request; PROVIDED, HOWEVER, that Lender may by written notice given to the Borrower within the initial 10 Business Day period extend the initial Material Alteration Approval Period for a reasonable time (not to exceed 30 days, subject to reasonable extension by Lender if Lender is diligently pursuing its evaluation of the proposed Material Alteration).