Common use of Alterations Clause in Contracts

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 25,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, or (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to (a) So long as the rights of tenants to make alterations pursuant to the terms of their respective LeasesFacility Lease shall be in effect, Borrower shall obtain Lendernot make or permit any alteration to the Facility except as requested by Facility Lessee and permitted under the Facility Lease and shall not consent to any other unpermitted alteration without the prior written consent of the Administrative Agent. (b) At any time the Facility Lease is not in effect, Administrative Agent’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to the Facility that will not may (i) have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, (ii) adversely affect the value use or operation of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateFacility, (biii) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting affect any structural component of any Improvementsof part of the Facility, any utility or HVAC system contained in any Improvements the Facility or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Facility or (div) any structural alteration which costs less than have an aggregate cost in excess of $50,000.00 in 1,500,000 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Alteration Threshold”). If the total unpaid amounts due incurred and payable to be incurred with respect to any such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, BorrowerBorrower shall, upon Lender’s requestnotice from Administrative Agent, shall promptly deliver to Lender Administrative Agent as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cashDocuments, (B) U.S. Obligations, (C) cash or other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationAdministrative Agent. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount andAlteration Threshold. (c) Notwithstanding anything to the contrary contained herein, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any initial construction of the alterations Facility in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Facility and will not be subject to prevent any material adverse effect on the value terms of the Propertythis Section 4.18.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 current alterations at the Property), provided that, in all of the aggregate for all components thereof which constitute such alterationforegoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant any alterations to any Improvements (i) that may have a Material Adverse Effect, (ii) that could adversely affect any structural component or the exterior of any Improvements or any utility or HVAC system at the Property, or (iii) the cost of which (including any related alteration, improvement work performed or replacement) is reasonably anticipated to exceed the Alteration Threshold or (b) any alteration to any Improvements during the continuance of an Event of Default (any of the foregoing, a “Material Alteration”). Lender agrees that so long as Borrower is in compliance with the further terms and conditions of this Agreement with respect to Material Alterations, Borrower shall not need to obtain Lender’s consent to a Material Alteration that is required by Franchisor pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationFranchise Agreement. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (A1) cash, (B2) a Letter of Credit, (3) U.S. Obligations, or (C4) other securities having a rating acceptable to Lender, provided that, to the extent applicable, Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold. Upon substantial completion of any Material Alteration, if cashBorrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with applicable Legal Requirements, may be applied from time to time(ii) all contractors, at subcontractors, materialmen and professionals who provided work, materials or services in connection with the option Material Alteration have been paid in full and have delivered unconditional releases of Borrowerliens, to pay and (iii) all material licenses and permits necessary for such alterations. At the option of Lenderuse, following the occurrence operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateBorrower may, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvementswithout Agent’s consent, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to perform alterations to the Improvements at and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of such Property and (other than such amounts iii) are in the ordinary course of Borrower’s business. Borrower shall not perform any Material Alteration without Agent’s prior written consent. Agent may, as a condition to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)giving its consent to a Material Alteration, Borrower, upon Lender’s request, shall promptly deliver require that Borrower delivers to Lender as Agent security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Obligations under the Loan Documents Documents, which security may be any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender Agent, provided that Agent shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationbond. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount andfor such Property, if cash, and Agent may be applied apply such security from time to time, time at the option of Borrower, Agent to pay for such alterations. At Agent hereby consents to the option Required Repairs. Upon substantial completion of Lenderany Material Alteration, following Borrower shall provide evidence satisfactory to Agent that (i) the occurrence Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and during professionals who provided work, materials or services in connection with the continuance Material Alteration have been paid in full and have delivered unconditional releases of an Event of Defaultliens, Lender and (iii) all material licenses and permits necessary for the use, operation and occupancy (which may terminate any be temporary or permanent) of the alterations Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Agent to fund such Material Alterations, and use the deposit to restore the Property if Borrower has provided non-cash security, as provided above, except to the extent necessary applied by Agent to prevent any material adverse effect on the value fund such Material Alterations, Agent shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence. (b) Notwithstanding anything to the contrary contained in this Section 4.12.2, provided no Event of Default is continuing, whenever Agent’s approval or consent is required pursuant to the provisions of this Section 4.12.2, Agent’s approval or consent, as the case may be, shall be deemed given if: (i) the first correspondence from Borrower to Agent requesting such approval or consent is in an envelope marked “PRIORITY” and contains a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “FIRST NOTICE (MATERIAL ALTERATION): THIS IS A REQUEST FOR CONSENT (MATERIAL ALTERATION) UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ACQUISITION LLC. FAILURE TO RESPOND TO THIS REQUEST WITHIN THIRTY (30) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required above, and any other information reasonably requested by Agent in writing prior to the expiration of such thirty (30) Business Day period in order to adequately review the same has been delivered; (ii) if Agent fails to respond or to deny such request for approval in writing within the first twenty (20) Business Days of such thirty (30) Business Day period, a second notice requesting approval is delivered to Agent from Borrower in an envelope marked “PRIORITY” containing a bold-faced, conspicuous (in a font size that is not less than fourteen (14)) legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE (MATERIAL ALTERATION): THIS IS A REQUEST FOR CONSENT (MATERIAL ALTERATION) UNDER THE LOAN BY DEUTSCHE BANK AG, NEW YORK BRANCH, AS AGENT, TO 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ACQUISITION LLC. IF YOU FAIL TO PROVIDE A SUBSTANTIVE RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN TEN (10) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN” and Agent fails to provide a substantive response to such request for approval within such ten (10) Business Day period; and (iii) Borrower shall have delivered such security for the payment of the cost of such Material Alteration and as additional security for Borrower’s Obligations under the Loan Documents as required in accordance with clause (a) of this Section 4.12.2.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties, shall at any time equal or exceed Four Million and 00/100 Dollars ($350,000.00 4,000,000.00) (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property applicable Properties to the extent necessary to prevent any material adverse effect on the value of the PropertyMaterial Adverse Effect.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to causing or permitting Mortgage Borrower to cause any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Property(or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 100,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to or permitted under the terms of any existing Lease or any Lease executed on or before in accordance with the Closing Dateterms hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 work required to be performed by Borrower pursuant to the terms and conditions of the Leases, provided such work is completed in accordance with the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in terms of this Agreement and the aggregate for all components thereof which constitute such alterationLease. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) at the related Individual Property shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cashCash, (B) U.S. Obligations, or (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alterations to the Improvements on the related Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property; provided, however, that the amount of any Letter of Credit given as security under this Section 5.1.20 shall not exceed ten percent (10%) of the allocated loan amount (and if the amount to be deposited with Lender hereunder is in excess of such cap and Borrower obtains a Letter of Credit in an amount equal to such cap, then Borrower shall deposit a sufficient amount of either Cash or U.S. Obligations with Lender to cover the difference between the capped amount and the amount required to be deposited hereunder). Notwithstanding the foregoing in this Section 5.1.20, for so long as a Single Tenant Lease remains in full force and effect with respect to an Individual Property, the rights of the Tenant thereunder to conduct alterations shall control and shall not otherwise be subject to Lender’s approval.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any Improvements, which consent shall not be unreasonably withheld Improvements of any Real Property or delayed except with respect to alterations the Land (i) that may have a material adverse effect on Borrowerany Borrower Entity’s financial condition, the value of the such Real Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateReal Property, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold for such Real Property, or (iii) that adversely affecting affects any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements (c) alterations performed in connection with the restoration any of the Property after the occurrence of foregoing, a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Material Alteration”). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Alteration Threshold Amount”)for such Real Property, BorrowerBorrower shall, upon Lender’s requestand shall cause each Borrower Subsidiary to, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, or (Civ) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on with respect to the applicable Real Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount andfor such Real Property, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall, and shall cause each Borrower Subsidiary to, provide evidence reasonably satisfactory to Lender that (i) the option Material Alteration was constructed substantially in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to an Approved Capital Budget for the terms of any Lease executed on Property or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and either (i) the cost of which is less than $100,000.00, or (cii) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 750,000.00 (the “Alteration Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to Borrower shall, and shall cause the rights of tenants to make alterations pursuant to the terms of their respective Leasesapplicable Master Tenant to, Borrower shall obtain Lender▇▇▇▇▇▇’s prior written consent to any alteration to any Improvements at the Individual Property occupied by such Master Tenant, such consent not to be unreasonably withheld, conditioned or delayed (except with respect to any alterations to any Improvements, which consent shall not Improvements that could reasonably be unreasonably withheld or delayed except with respect expected to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect). Notwithstanding the foregoing, (i) any requirement for Lender’s consent with respect to alterations in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation shall be governed by Section 6.4 and (ii) Lender’s consent shall not be required in connection with any alterations that will (x) could not reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that if such alterations shall adversely affect any structural component of any Improvements with respect to any Individual Property or any material utility or HVAC system contained in any such Improvements and the aggregate cost thereof exceeds $1,000,000, then prior written consent of Lender shall be required or (y) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility date hereof or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property executed after the occurrence of a casualty date hereof in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Properties (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal exceed, (i) with respect to any Individual Property, the greater of (x) fifteen percent (15%) of the Allocated Loan Amount for such Individual Property and (y) $10,000,000 or exceed $350,000.00 (ii) five percent (5%) of the Original Principal Indebtedness in the aggregate with respect to all of the Properties (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall (and Borrower shall cause the applicable Master Tenant to) promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that that, at Lender’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to, or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) under which either Borrower or Sole Member shall have all of the repayment obligations, issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ ” or rating by ▇▇▇▇▇’▇ of not less than “P-1”, if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that that, at ▇▇▇▇▇▇’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect thereto. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding anything to the option of Lendercontrary contained in this Section 5.1.21, following solely with respect to the occurrence and during Third Party Sublease Properties, any alterations to any Third Party Sublease Property conducted by the continuance of an Event of Default, Lender may terminate any applicable Third Party Subtenant shall be deemed to be in compliance with this Section 5.1.21 if undertaken pursuant to the terms of the alterations and use the deposit to restore the Property applicable Third Party Sublease; provided, however, notwithstanding anything to the extent necessary contrary in the applicable Third Party Sublease, Borrower’s obligation to prevent post additional security for the Loan pursuant to this Section 5.1.21 shall not be in any material adverse effect on the value of the Propertyway altered or impaired.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, each Individual Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on such Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of such Individual Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the such Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute current alterations at such alteration or any non-structural alteration which costs less than $100,000.00 Individual Property), provided that, in all of the aggregate for all components thereof which constitute foregoing clauses (a) through (d), such alterationIndividual Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, the applicable Individual Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for such Individual Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property related Individual Property, the Collateral or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property related Individual Property, the Collateral or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to an Approved Capital Budget for the terms of any Lease executed on related Individual Property or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and either (i) the cost of which is less than $1,000,000.00, or (cii) are alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in and the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), Borrowerprovided that, upon Lender’s requestat no time shall the total cost of all alterations then being undertaken on all of the Properties exceed $10,000,000.00, Borrower shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, Borrower shall be relieved of its obligation to deposit the security for certain alterations described above provided Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with the Mortgage Loan Documents and Lender received evidence acceptable to Lender of the delivery of such security.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. ; provided that the alterations contemplated under this Section 5.1.21 do not include Borrower’s repair obligations under Section 5.1.1 hereof Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 250,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 500,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 1,000,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 1,000,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 100,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 250,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or net operating income of tenants to make alterations pursuant to the terms Property and (iii) are in the ordinary course of their respective Leases, Borrower’s business. Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not not, so long as no Event of Default has occurred and is continuing, be unreasonably withheld withheld, conditioned or delayed except with respect delayed. Lender may, as a condition to alterations giving its consent to a Material Alteration, require that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Obligations under the Loan Documents Documents, which security may be any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, or (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alterations, and use the deposit to restore the Property if Borrower has provided non-cash security, as provided above, except to the extent necessary applied by Lender to prevent any material adverse effect on the value fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties, shall at any time equal or exceed Four Million and 00/100 Dollars ($350,000.00 4,000,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) ), together with any other alterations undertaken at the same time at any of the other Properties over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property applicable Properties to the extent necessary to prevent any material adverse effect on the value of the PropertyMaterial Adverse Effect.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Seven Hundred Eighty Seven Thousand Five Hundred and 00/100 Dollars ($350,000.00 787,500.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesthe Anchor Tenant Lease, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property. With respect to Alterations for which Borrower must obtain the consent of Lender pursuant to the terms of this Agreement, Lender shall have fifteen (15) Business Days after Borrower’s delivery of its request for consent (WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN DEEMED CONSENT UPON FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER A “FAILURE TO RESPOND” SECOND NOTICE), together with preliminary drawings and specifications for such Alterations, within which Lender may grant or not grant Borrower’s request for consent. If Lender shall not have responded to Borrower within such 15-Business Day period, Borrower may give a second notice WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED CONSENT. If Lender shall not, within five (5) Business Days after such second notice, notify Borrower that such consent will not be granted, such consent shall be deemed to have been granted.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any ImprovementsImprovements (except tenant improvements under the ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Lease, under any Lease approved by Lender or under any Lease for which consent shall approval was not be unreasonably withheld required by Lender under this Agreement) (a) adversely affecting structural components of the Property, utilities, HVAC or delayed except with respect to alterations the exterior of the building, (b) that may have a material adverse effect Material Adverse Effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value on-going revenues or expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold which approval may be granted or withheld in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and Lender’s sole but reasonable discretion. The provisions of this Agreement or (d) any structural alteration Section 4.1.11 shall not require Lender’s consent for Restoration work, which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationconsent rights are instead governed by Section 5.2 hereof. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) Letters of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect Material Adverse Effect on Borrower’s operations, business, condition (financial conditionor otherwise) or prospects, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 25,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, or (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants Dollar General to make alterations pursuant to the terms of their its respective Leases, each Individual Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on such Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on any Individual Borrower’s financial condition, the value of the its Individual Property or the such Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of such Individual Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the such Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute current alterations at such alteration or any non-structural alteration which costs less than $100,000.00 Individual Property), provided that, in all of the aggregate for all components thereof which constitute foregoing clauses (a) through (d), such alterationIndividual Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, the applicable Individual Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for such Individual Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to an Approved Capital Budget for the terms of any Lease executed on related Individual Property or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and either (i) the cost of which is less than $1,000,000.00, or (cii) are alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 5% of the Allocated Loan Amount for the related Individual Property (the “Alteration Threshold Amount”), Borrowerprovided that, upon Lender’s requestat no time shall the total cost of all alterations then being undertaken on all of the Properties exceed $10,000,000.00, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable for which Lender has received a Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationConfirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 100,000 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 five (5%) percent of the Release Amount (the “"Threshold Amount”), Borrower, upon Lender’s request, Amount"),Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1A-1 + if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgradedown grade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the applicable Individual Property to the extent necessary to prevent any material adverse effect on the value of the such Individual Property.

Alterations. Subject Borrowers shall cause Mortgage Borrowers to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s Borrowers’ or Mortgage Borrowers’ financial condition, the value of the Property Properties or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s Borrowers’ or Mortgage Borrowers’ financial condition, the value of the Property Properties or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to to, or alterations permitted without Borrowers’ consent by, the terms of any Lease executed on or before approved by Lender pursuant to the Closing Dateterms of this Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed Five Million and 00/100 Dollars ($5,000,000.00), or (c) alterations are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property Properties (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) shall at any time equal or exceed Two Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 2,500,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrowers shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Obligations any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (iv) a Letter of Credit, or (Dv) a completion and performance bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationan Approved Bank. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property Properties (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the any Property or the Net Operating IncomeIncome with respect to any Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Property or the Net Operating IncomeIncome with respect to any Property, provided that such alterations are made in connection with (a) tenant improvement are either work performed pursuant to the terms of any Lease executed on approved or before deemed approved in accordance with the Closing Dateterms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building Building constituting a part of any Improvements, Improvements and (c) the aggregate cost thereof for all of the Properties combined (not including the cost of any previous alterations which have been satisfactorily completed and indefeasibly paid for in full prior to the commencement of such new alterations), and for any individual Property, does not exceed the Threshold Amount for the applicable Property, or (d) are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Obligations any of the following: (Ai) cash, (B) cash or U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, Obligations or (Dii) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and that the applicable (z) with respect to which each Approved Rating Agencies have confirmed in writing will not, in and of itself, result in Agency has issued a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationRating Agency Confirmation. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the such Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Property or the Improvements which (i) do not constitute a Material Alteration or (ii) are in the ordinary course of tenants to make alterations pursuant to Borrower’s business and are not structural alterations, and do not materially adversely affect the terms value of their respective Leases, the Property. Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent to any alterations to any Improvements, which consent shall will not be unreasonably withheld or delayed except with respect withheld. Lender may, as a condition to alterations giving its consent to a Material Alteration, require that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Obligations under the Loan Documents Documents, which security may be any of the following: (Ai) cash, (Bii) U.S. Obligationsa Letter of Credit, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender, or (Div) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationbond. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alterations, and use the deposit to restore the Property if Borrower has provided non-cash security, as provided above, except to the extent necessary applied by Lender to prevent any material adverse effect on the value fund such Material Alterations, Lender shall release and return such security upon Borrower’s satisfaction of the Propertyrequirements of the preceding sentence.

Alterations. Subject to (a) Following the rights Completion of tenants to make alterations pursuant to the terms of their respective LeasesImprovements, Borrower shall obtain Lender’s prior written consent to any subsequent alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with (i) any alterations that will not have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (cii) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Hundred Fifty Thousand and 00/100 Dollars ($350,000.00 250,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion bond and performance bond, or letter (E) a Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Notwithstanding anything contained herein to the option of Lendercontrary, following the occurrence construction, Building Loan and during the continuance of an Event of Default, Lender may terminate any alteration of the alterations Improvements in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Improvements and will not be subject to prevent any material adverse effect on the value terms of the Propertythis Section 5.1.21.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the any Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 100,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (or any portion thereof) (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to to, or alterations permitted without Borrower’s consent by, the terms of any Lease executed on or before approved by Lender pursuant to the Closing Dateterms of this Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed One Million and 00/100 Dollars ($1,000,000.00), or (c) alterations are performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 500,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Obligations any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (Div) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (A) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and (B) that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or by disbursements from the Rollover Reserve Funds) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants Tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with either (aa)(i) tenant improvement work performed pursuant to the terms of any Lease executed on approved or before for which no Lender approval is required in accordance with the Closing Dateterms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget or are being paid by the Tenant, (bii) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and (iii) the aggregate cost thereof outstanding at any one time does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) (the “Threshold Amount”), or (cb) alterations performed in connection with the restoration of the Property Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Obligations any of the following: (Ai) cash, (B) cash or U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, Obligations or (Dii) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (y) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender, and (z) with respect to which each Approved Rating Agency has issued a Rating Agency Confirmation. Notwithstanding the forgoing, so long as Guarantor has a Net Worth of at least $350,000,000 and Liquid Assets of at least $10,000,000, Borrower shall not be required to deliver the security contemplated by the preceding sentence if it shall have delivered to Lender a performance and that the applicable Rating Agencies have confirmed completion guaranty in writing will not, favor of Lender duly executed and delivered by Guarantor and otherwise in form and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsubstance reasonably acceptable to Lender. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to Other than any alterations or Improvements in connection with or as a result of the rights GDOT Condemnation, tenant improvements (whether by Tenant or by Borrower) or other landlord obligations under Leases in place as of tenants to make alterations pursuant to the Closing Date (including those items set forth in Schedule 4.25 hereof) or otherwise entered into in accordance with the terms of their respective Leasesthis Agreement, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, approval (which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent delayed) shall not be required in connection with any alterations to any Improvements, exclusive of alterations undertaken as part of a Restoration in accordance with the terms of this Agreement, (a) that will not are reasonably expected to have or does have a Material Adverse Effect on any Individual Property, (b) that are structural in nature or have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or impact a material portion of the exterior of any building constituting a part of any of the Improvements, or (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligationsdirect non‑callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, or (Ciii) other securities having a rating letter of credit acceptable to Lender in its sole and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationabsolute discretion. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount andAlteration Threshold. If the Deemed Approval Requirements set forth herein are fully satisfied in connection with Borrower’s request for Lender’s approval with respect to a matter pursuant to this Section 5.21, if cashLender’s approval shall be deemed given with respect to such matter. Notwithstanding the foregoing, may Lender’s consent shall not be applied from time required in connection with the T-Mobile Work or the T-Mobile Parking Structure (so long as, with respect to timethe T-Mobile Parking Structure, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary that funds sufficient to prevent any material adverse effect on complete the value T-Mobile Parking Structure are not held in the T-Mobile Work Reserve Account upon the -68- commencement of the Propertyconstruction of the T-Mobile Parking Structure, Guarantor delivers to Lender a guaranty for the difference between the cost of completing the T-Mobile Parking Structure and the amount of the T-Mobile Work Funds then held in the T-Mobile Work Reserve Account).

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain obtain, and shall require Master Tenant to obtain, Lender’s prior written consent to any alterations to any ImprovementsImprovements (it being understood that Replacements do not constitute “alterations” subject to this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (a) are required to comply with the Franchise Agreement, unless the aggregate cost of such alterations is reasonably anticipated to exceed five percent (5%) of the original principal amount of the Debt or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations Income and (i) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement; or (dii) the cost of which (including any structural alteration which costs less than related alteration, improvement or replacement) is reasonably anticipated not to exceed $50,000.00 in 250,000.00 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Threshold Amount”). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and Lender shall make such security available to pay, or to reimburse Borrower or Master Tenant for, the costs of such alteration, in accordance with the disbursement procedures applicable to disbursements from the Replacement Reserve Fund; and, if cashupon presentation by Borrower or Master Tenant of satisfactory completion of such alteration, Lender shall release any remaining portion of such security to Borrower or Master Tenant, as either of them may be applied from time to timedirect, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an provided that no Event of Default, Lender may terminate any of the alterations Default has occurred and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyis continuing.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to the Property (other than tenant improvements under Leases in effect on the date hereof or approved (or deemed approved) by Lender in accordance with Section 4.1.9 hereof after the date hereof) (a)(i) that will not could have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateMaterial Adverse Effect, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms Alteration Threshold, or (iii) that could materially and provisions of a Lease and not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements at the Property or the exterior of any building constituting a part of any ImprovementsImprovements or (b) during the continuation of any Event of Default, which approval, in each case under clause (ca) alterations performed or (b), may be granted or withheld in connection with the restoration of Lender’s sole discretion. Any alteration to the Property after the occurrence of a casualty shall be done and completed by Borrower in accordance an expeditious and diligent fashion and in compliance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationapplicable Legal Requirements. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. ObligationsLetters of Credit, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, U.S. Obligations or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases; provided that the applicable Leases shall be in full force and effect) over the Threshold Amount Alteration Threshold, and, if cashat Lender’s option, may be applied Lender shall have the right to apply such security from time to time, at the option of Borrower, time to pay for such alterations. At Upon substantial completion of any alteration to the option Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (3) all licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations Improvements have been issued (except for any such licenses and use the deposit to restore the Property permits that are not capable of being issued until final completion of any alteration to the extent necessary Property, in which case, Borrower shall provide evidence reasonably satisfactory to prevent Lender that such licenses and permits have been issued upon final completion of any material adverse effect on the value of alteration to the Property), provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the applicable Governmental Authority.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain obtain, and shall require Master Tenant to obtain, Lender’s prior written consent to any alterations to any ImprovementsImprovements (it being understood that Replacements do not constitute “alterations” subject to this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (a) are required to comply with the Franchise Agreement, unless the aggregate cost of such alterations is reasonably anticipated to exceed five percent (5%) of the original principal amount of the Debt or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations Income and (i) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement; or (dii) the cost of which (including any structural alteration which costs less than related alteration, improvement or replacement) is reasonably anticipated not to exceed $50,000.00 in 250,000.00 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Threshold Amount”). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and Lender shall make such security available to pay, or to reimburse Borrower or Master Tenant for, the costs of such alteration, in accordance with the disbursement procedures applicable to disbursements from the Replacement Reserve Fund; and, if cashupon presentation by Borrower or Master Tenant of satisfactory completion of such alteration, Lender shall release any remaining portion of such security to Borrower or Master Tenant, as either of them may be applied from time to timedirect, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an provided that no Event of Default, Lender may terminate any of the alterations Default has occurred and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyis continuing.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, or any Lease executed after the Closing Date (to a Lessee that is not an Affiliate of Borrower) for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or Agreement, (d) any structural alteration which costs less than $50,000.00 the Threshold Amount in the aggregate for all components thereof which constitute such alteration thereof, or (e) any non-structural alteration which costs more than the Threshold Amount but less than $100,000.00 4,000,000 in the aggregate for all components thereof which constitute such alterationthereof, provided Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1A-1 + if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, 43 in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: ; (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesleases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 150,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 300,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 300,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of BorrowerBorrower or, during the continuance of an Event of Default, at the option of Lender, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateLease, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not materially adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed the Alteration Threshold Amount, (c) alterations are performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or Agreement, (d) are made pursuant to and in accordance with the Management Agreement, or (e) are made in connection with the PIP Requirements. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any structural alteration and all reasonably required information and documentation relating thereto in which costs less than $50,000.00 to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Lender fails to approve or disapprove the aggregate request within such fifteen (15) Business Days, Lender’s approval shall be deemed given. Should Lender fail to approve any such request, Lender shall give Borrower written notice setting forth in reasonable detail the basis for all components thereof which constitute such alteration or disapproval. In no event shall Lender require any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“consent fee” as a condition to any required approval. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Alteration Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance occurrence of an Event of Default, Lender may terminate any apply such security from time to time at the option of the alterations and use the deposit Lender to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertypay for such alterations.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the any Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other or any portion thereof(other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 100,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (or any portion thereof) (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain obtain, and shall require Master Lessee to obtain, Lender’s prior written consent to any alterations to any ImprovementsImprovements (it being understood that Replacements do not constitute “alterations” subject to this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (a) are required to comply with the Franchise Agreement or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations Income and (i) are made in connection with (aA) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (bB) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (cC) are alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement; or (dii) the cost of which (including any structural alteration which costs less than related alteration, improvement or replacement) is reasonably anticipated not to exceed $50,000.00 in 250,000.00 (the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Threshold Amount”). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and Lender shall make such security available to pay, or to reimburse Borrower or Master Lessee for, the costs of such alteration, in accordance with the disbursement procedures applicable to disbursements from the Replacement Reserve Fund; and, if cashupon presentation by Borrower or Master Lessee of satisfactory completion of such alteration, Lender shall release any remaining portion of such security to Borrower or Master Lessee, as either of them may be applied from time to timedirect, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an provided that no Event of Default, Lender may terminate any of the alterations Default has occurred and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyis continuing.

Alterations. (a) Subject to the rights of tenants Daimler to make alterations pursuant to the terms of their respective Leasesthe Daimler Lease, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to be undertaken by Borrower that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof for which Lender’s approval was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Threshold Amount (in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 current alterations at the Property), provided that, in all of the aggregate for all components thereof which constitute such alterationforegoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable by Borrower with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Borrower shall not waive any material terms, covenants and conditions contained in any Major Tenant Lease upon the option part of Lenderthe Tenant thereunder to be observed or performed in connection with any Tenant Work or alterations to be performed by any Tenant under any such Major Tenant Lease. (c) Borrower covenants and agrees that if Daimler commences any Tenant Work (x) relating to structural components, the roof, building systems, including, without limitation, utility, HVAC systems, and subsequently discontinues performing such Tenant Work to completion, or (y) following the occurrence discontinuance of any Tenant Work, additional work must be performed at the Property to address any life safety matters or to bring the Property into compliance with all Legal Requirements, and during either a default has occurred and is continuing (beyond applicable notice and cure periods thereunder) under the continuance of an Event of DefaultDaimler Lease, Lender may terminate any of the alterations Daimler Lease is no longer in full force and use effect or Daimler has vacated the deposit to premises, Borrower shall either (i) complete such Tenant Work on a lien-free basis in a good and workmanlike manner and in compliance with all Legal Requirements, or (ii) restore the Property to substantially the same condition it was in prior to Daimler commencing the applicable Tenant Work, on a lien-free basis in a good and workmanlike manner and in compliance with all Legal Requirements. (d) Borrower covenants and agrees that, to the extent necessary that Borrower has any consent or other approval rights under the Daimler Lease in connection with any alterations to prevent the Property, Borrower shall not provide any material adverse effect on such consent or approval to such alterations that would materially and adversely affect (i) any structural components, the roof, any building systems, including, without limitation, utilities and HVAC systems, and/or (ii) the value or use of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not materially adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs alterations costing less than $50,000.00 750,000 and not effecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the aggregate for all components thereof which constitute such alteration or exterior of any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationbuilding constituting a part of any Improvements. If the total unpaid amounts due and payable (for which there are insufficient funds in the appropriate reserves) with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 750,000 (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any Improvements, Improvements (except tenant improvements under any Lease approved by Lender or under any Lease for which consent shall approval was not be unreasonably withheld or delayed except with respect to alterations required by Lender under this Agreement) at any Individual Property (a) that may have a material adverse effect on Borrower’s financial condition, the value of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property related Individual Property, or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement), is reasonably anticipated to exceed the terms and provisions of a Lease and not adversely affecting any structural component of any ImprovementsAlteration Threshold, any utility which approval may be granted or HVAC system contained withheld in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationLender’s sole discretion. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) Letters of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain LenderAgent’s prior written consent to any alterations to any Improvements, (which consent shall not be unreasonably withheld or delayed except delayed) with respect to any alterations that (a) may have a material adverse effect on Borrower’s financial conditioncondition or the use, the operation or value of the Property or (including the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ) of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateProject, (b) tenant improvement work performed pursuant to materially adversely affect the terms and provisions structural integrity of a Lease and not adversely affecting any structural component of any Improvements, the Improvements or any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to thereto by Borrower, in the Improvements at the Property aggregate, (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed exceeds Fifteen Million Dollars ($350,000.00 15,000,000) (the “Threshold Amount”). Without limiting the foregoing, BorrowerBorrower may construct one or more retail stores and/or restaurants on Parcel E (as identified on Exhibit A hereto) so long as requirement (c) of the previous sentence remains satisfied. If the total amounts of any alteration shall, upon Lender’s requestexceed the Threshold Amount, Borrower shall promptly deliver to Lender Agent and maintain as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligationstreasury obligations, (Ciii) other securities having a rating rating, acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationAgent, or (Div) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months orCredit, if such term is in excess of three (3) monthseither case, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationAgent. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property such alteration (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cashBorrower has not timely paid for the costs and expenses of the alteration, may be applied from time to time, time at the option of Borrower, Agent to pay for such alterations. At alteration or to terminate the option of Lender, following the occurrence alteration and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property Project to the extent necessary to prevent any material adverse effect on the use, operation or value (including the Net Operating Income) of the PropertyProject.

Alterations. Subject to 7.1. Following the rights completion of tenants to make alterations pursuant to the Initial Improvements, as long as there is no Event of Default by Tenant under the terms of their respective Leasesthis Lease, Borrower shall obtain Lender’s Tenant may, upon prior written consent notice to any Landlord and submission of plans and specifications to Landlord, if applicable, make interior non-structural additions or improvements to or alterations to the Premises, having a cost not to exceed $10,000.00 either individually or in the aggregate with other alterations made within a twelve (12) month period, as long as the same do not affect, alter, interfere with or disrupt any Improvementsof the electrical, mechanical, plumbing or other systems in the Building, or the outside appearance, roof or any structural element of the Building. 7.2. Tenant shall not make any addition or improvement in or alteration of the Premises having a cost in excess of $10,000.00, either individually or in the aggregate with other altercations made within a twelve (12) month period or affecting, altering, interfering with or disrupting any electrical, mechanical, plumbing or other systems in the Premises or the outside appearance, roof or any structural element of the Building (any such work being hereinafter referred to as "MAJOR WORK"), unless Tenant submits to Landlord detailed plans and specifications therefore and Landlord approves such plans and specifications in writing, which consent shall approval may not be unreasonably withheld or delayed except with respect to alterations that by Landlord, provided Landlord may have a material adverse effect on Borrower’s financial conditionwithhold such approval in its sole discretion for Major Work impacting Building systems, the value outside appearance, roof or any structural element of the Property Building. 7.3. Tenant agrees to pay to Landlord or demand after completion of such Major Work, an oversight and plan review fee for any alterations, improvements or additions may pursuant to this Article 7 constituting Major Work equal to five percent (5%) of all costs incurred by Tenant in making such alterations, improvements or additions. (a) If Tenant performs any subsequent alterations pursuant to Sections 7.1 or 7.2, Tenant shall, prior to the Net Operating Incomecommencement of construction or demolition, at its expense, obtain all building permits, approvals and certificates required by any Governmental Authority and upon completion, a certificate of occupancy and shall deliver promptly duplicates of all such permits, approvals and certificates to Landlord. Tenant will cause Tenant's contractors and subcontractors to carry worker' compensation, general liability, property damage insurance and any other insurance reasonably requested by Landlord, naming Landlord, Landlord's property manager, and any holder of a Superior Mortgage (as hereinafter defined), in amounts and in form acceptable to Landlord. Tenant agrees to obtain and deliver to Landlord certificates of insurance evidencing the required coverage, written and unconditional waivers or mechanic's liens upon the Property, for all work, labor and services to be performed and all materials to be furnished in connection with such work, signed by all contractors, subcontractors, materialmen and laborers involved in such work. Notwithstanding the foregoing, Lender’s consent shall if any mechanic's lien is filed against the Premises or the Property, for work claimed to have been done for, or materials furnished to, Tenant, whether or not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial conditiondone pursuant to this Article, the value same shall be discharged by Tenant within 30 days after Tenants, notice of the Property or filing of such lien, by filing the Net Operating Incomebond required by law, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, if necessary. (b) tenant Tenant shall perform any additional improvement work performed pursuant to the terms or alteration in a good and provisions of a Lease workmanlike manner and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection compliance with the restoration of the Property after the occurrence of a casualty all applicable legal requirements and in accordance with the terms standards, if any, of the National Board of Fire Underwriters or other organizations exercising similar functions. (c) All materials and provisions workmanship shall be of this Agreement or good quality, and shall be of at least equal quality to the Initial Improvements. (d) In all events, Landlord shall be permitted to designate, in its own absolute discretion, the contractor(s) to be used by Tenant for heating, ventilation and air-conditioning ("HVAC"), plumbing, electrical or mechanical work, and Tenant hereby waives any structural alteration rights, of any kind or nature whatsoever, it may now or hereafter have against Landlord as a result of any loss, cause or expenses (including attorney's fees), foreseen or unforeseen, incurred by Tenant by virtue of Tenant's required use of the contractor(s) so selected by Landlord. (e) Immediately following completion of any improvement, addition, or alteration, Tenant shall deliver to Landlord (i) "as-built" final plans and drawings reflecting all alterations, which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due plans and payable with respect drawings shall be, subject only to alterations normal construction tolerances, identical to the Improvements at the Property (other than such amounts plans submitted to be paid or reimbursed Landlord by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), BorrowerTenant, upon Lender’s requestwhich Landlord granted its approval, shall promptly deliver to Lender and (ii) a certificate of Tenant's architect stating that the alterations, as security for completed, conform with the payment plans and all legal requirements. (f) The approval of such amounts and as additional security for Borrower’s obligations under the Loan Documents Landlord of any of Tenant's drawings, plans and/or specifications shall not constitute an assumption of any liability on the following: (A) cashpart of Landlord for their accuracy or their conformity with applicable law, (B) U.S. Obligations, (C) other securities having and Tenant shall be solely responsible therefor. Approval by Landlord of any Tenant's plans and specifications shall not constitute a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification waiver by Landlord of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued right to thereafter require Tenant to amend same to provide for immaterial omissions therein later discovered by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyLandlord.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except with respect delayed, to any alterations to any Improvements on the Property that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding Income with respect to the foregoingProperty, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with other than (ai) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (bii) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (ciii) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed One Million and 00/100 Dollars ($350,000.00 1,000,000) (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and may be applied reduced from time to time, time at the option of Borrower, Lender by the cost estimated by Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent prior to permitting Mortgage Borrower, Operating Lessee or Property Owner to perform any alterations to any ImprovementsImprovements (which alterations shall not include Replacements for purposes of this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, Mortgage Borrower’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Mortgage Borrower’s, Operating Lessee’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations, provided that such alterations are made in connection with shall not materially adversely affect (aupon completion of such alterations) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, and such alterations (a) shall (i) with respect to the aggregate for all Individual Properties then subject to any alterations being performed at one time, be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to $75,000,000 and (ii) with respect to any Individual Property subject to any alterations being performed at such time, be subject to contracts, the aggregate remaining cost of which are no more $3,000,000 or the estimated cost to complete such alteration is no more than $3,000,000 (clause (i) and (ii), the “Threshold Amount”) or (b) are provided for in the Approved Annual Budget and shall be funded from sufficient reserves on deposit in the Capital Expenditure Fund in accordance with this Agreement or from Excess Cash Flow if segregated and designated for such use in a manner reasonably satisfactory to Lender, or (c) alterations are performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect or the estimated cost to complete such alterations to the Improvements at the Property (other than the costs incurred in connection with the Restoration of an Individual Property or such amounts for which sufficient reserves are on deposit in the Capital Expenditure Fund and are to be paid used for such alterations in accordance with this Agreement or reimbursed by tenants under the Leasesfor which there is sufficient Excess Cash Flow designated and segregated for such use in a manner reasonably satisfactory to Lender) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and while the Loan is securitized and Securities therein are outstanding, that the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to such securities, or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to applicable Individual Property, which will not be paid from amounts on deposit in the Capital Expenditures Fund or reimbursed by tenants under the Leases) existing Excess Cash Flow designated and segregated as provided above, over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding the option foregoing to the contrary, Borrower shall be relieved of Lenderits obligation to deposit such security, following provided that (1) Mortgage Borrower is required to and does deposit (or cause to be deposited) such security under the occurrence Mortgage Loan and during the continuance of an Event of Default, (2) Lender may terminate any receives evidence reasonably acceptable to Lender of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertysuch security with Mortgage Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that (x) will not have a material adverse effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateCash Flow, (by) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building Building constituting a part of any Improvements, and (cz) alterations (1) have an aggregate cost not exceeding Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000), (2) are being performed in connection with tenant improvement work performed pursuant to the restoration terms of any Lease entered into in accordance with the terms hereof, (3) are being performed in connection with a Restoration in accordance with the terms and provisions of the Property after the occurrence of Mortgage Loan Agreement, or (4) are being performed in connection with a casualty PIP approved by Lender in accordance with the terms and provisions of this Agreement or (d) Agreement. In any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If event, if the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases and other than in connection with a PIP approved by Lender in accordance with the terms and provisions of this Agreement) shall at any time equal or exceed Four Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 4,500,000) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (Div) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (A) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and (B) that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. ; provided, however, that (i) in the event Mortgage Borrower is required to and does deliver such security to Mortgage Lender under the Mortgage Loan, and (ii) upon request, Lender receives evidence reasonably acceptable to it of the delivery of such security by Mortgage Lender, then Borrower shall not be required to deliver such security to Lender.. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount andand Lender shall (or with respect to a letter of credit or performance bond, if cash, may be applied may) apply such security from time to time, at the option of Borrower, time to pay for such alterations in accordance with the procedures and requirements set forth in Section 7.3.2 relating to the disbursement of funds from the FF&E Reserve Account. Borrower shall complete any alterations in a good and workmanlike manner. (b) For alterations to the Improvements done in connection with a PIP approved by Lender in accordance with the terms of this Agreement (the “PIP Alterations”), prior to commencing any such alterations. At the option , Guarantor shall guaranty in writing to Lender (irrespective of Lenderany other guaranty given to any other third party) that, following the occurrence and during the continuance at Guarantor’s option, either (x) any portion of an Event of Defaultsuch PIP Alterations which are commenced by Mortgage Borrower shall be completed, Lender may terminate any of the or (y) Mortgage Borrower shall perform such alterations and use the deposit as are reasonably necessary to restore the Property to be fully operational and in a condition at least equal to the extent necessary to prevent any material adverse effect on the value condition of the Property, and with amenities at least equal to the amenities, which existed prior to commencement of the PIP Alterations, which PIP Alterations or alterations, as applicable, pursuant to clause (x) or clause (y) of this Section 5.1.21(b) shall be completed in a good, workmanlike and lien free manner. Such Guaranty shall be in form and substance reasonably satisfactory to Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements (it being agreed that Replacements shall not constitute alterations within the meaning of this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date[intentionally omitted], (b) tenant improvement work performed pursuant to the terms and provisions of a Lease Sublease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) alterations performed in connection with an approved Property Improvement Plan or Renovation Plan or in connection with any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationother work required by an approved Franchise Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesSubleases and other than amounts specifically approved by Lender for tenant improvement work under Subleases approved by Lender under Section 5.1.20(b) or deemed approved by Lender under Section 5.1.20(c)) shall at any time equal or exceed $350,000.00 200,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesSubleases and amounts for which sufficient reserves are on deposit in the FF&E Reserve Account in accordance with the applicable provisions of Article VII hereof or with respect to which a Letter of Credit has been delivered to Lender in accordance with the terms hereof) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower Lender's prior approval shall obtain Lender’s prior written consent to be required in connection with any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations Improvements (i) that may have a material adverse effect on Borrower’s 's financial condition, the value or use of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateProperty, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold, or (iii) that adversely affecting affects any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements (c) alterations performed in connection with the restoration any of the Property after the occurrence of foregoing, a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration"Material Alteration"). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations 's Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 500,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 1,000,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 1,000,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 100,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 250,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: ; (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or 42 HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower and Property Owner shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements (which alterations shall not include Replacements for purposes of this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Operating Lessee’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations, provided that such alterations are made in connection with shall not materially adversely affect (aupon completion of such alterations) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, and such alterations (a) shall (i) with respect to the aggregate for all Individual Properties then subject to any alterations being performed at one time, be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to $75,000,000 and (ii) with respect to any Individual Property subject to any alterations being performed at such time, be subject to contracts, the aggregate remaining cost of which are no more $3,000,000 or the estimated cost to complete such alteration is no more than $3,000,000 (clause (i) and (ii), the “Threshold Amount”) or (b) are provided for in the Approved Annual Budget and shall be funded from sufficient reserves on deposit in the Capital Expenditure Fund in accordance with this Agreement or from Excess Cash Flow if segregated and designated for such use in a manner reasonably satisfactory to Lender, or (c) alterations are performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect or the estimated cost to complete such alterations to the Improvements at the Property (other than the costs incurred in connection with the Restoration of an Individual Property or such amounts for which sufficient reserves are on deposit in the Capital Expenditure Fund and are to be paid used for such alterations in accordance with this Agreement or reimbursed by tenants under the Leasesfor which there is sufficient Excess Cash Flow designated and segregated for such use in a manner reasonably satisfactory to Lender) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower or Property Owner shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Property Owner’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to such securities, or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to applicable Individual Property, which will not be paid from amounts on deposit in the Capital Expenditures Fund or reimbursed by tenants under the Leases) existing Excess Cash Flow designated and segregated as provided above, over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements, exclusive of (1) alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement, (2) alterations ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇ 92 specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Mortgage Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a Restoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s or Brand Manager’s standards under the Franchise Agreement or Management Agreement or any (4) PIP required by Franchisor or Brand Manager, (a) that will not are reasonably expected to have or does have a Material Adverse Effect on any Individual Property, (b) that are structural in nature or have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements or (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 the Alteration Threshold (with credit given for any balance in the “Threshold Amount”FF&E Reserve (as defined in the Mortgage Loan Agreement) which is specifically allocated to the applicable Individual Property), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender Lender, or shall cause Mortgage Borrower to promptly deliver to Mortgage Lender, as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents and Mortgage Borrower’s obligations under the Mortgage Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligationsdirect non-callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, or (Ciii) other securities having a rating letter of credit acceptable to Lender in its sole and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationabsolute discretion. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to (a) Following the rights Completion of tenants to make alterations pursuant to the terms of their respective LeasesImprovements, Borrower shall obtain Lender’s prior written consent to any subsequent alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with (i) any alterations that will not have a material adverse effect on Borrower’s financial condition, condition or the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (cii) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Hundred Fifty Thousand and 00/100 Dollars ($350,000.00 250,000.00) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or letter (E) a Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Notwithstanding anything contained herein to the option of Lendercontrary, following the occurrence construction, Building Loan and during the continuance of an Event of Default, Lender may terminate any alteration of the alterations Improvements in accordance with the Plans and use the deposit to restore the Property Specifications shall not constitute “alterations” to the extent necessary Improvements and will not be subject to prevent any material adverse effect on the value terms of the Propertythis Section 5.1.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesleases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 150,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 300,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 300,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, Borrower to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance 40 of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent prior to permitting Mortgage Borrower, Operating Lessee or Property Owner to perform any alterations to any ImprovementsImprovements (which alterations shall not include Replacements for purposes of this Section 5.1.21), which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s, Senior Mezzanine Borrower’s, Mortgage Borrower’s, Operating Lessee’s or Property Owner’s financial condition, condition or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations, provided that such alterations are made in connection with shall not materially adversely affect (aupon completion of such alterations) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, and such alterations (a) shall (i) with respect to the aggregate for all Individual Properties then subject to any alterations being performed at one time, be subject to contracts, the aggregate remaining cost of which are no more than an amount equal to $75,000,000 and (ii) with respect to any Individual Property subject to any alterations being performed at such time, be subject to contracts, the aggregate remaining cost of which are no more $3,000,000 or the estimated cost to complete such alteration is no more than $3,000,000 (clause (i) and (ii), the “Threshold Amount”) or (b) are provided for in the Approved Annual Budget and shall be funded from sufficient reserves on deposit in the Capital Expenditure Fund in accordance with this Agreement or from Excess Cash Flow if segregated and designated for such use in a manner reasonably satisfactory to Lender, or (c) alterations are performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect or the estimated cost to complete such alterations to the Improvements at the Property (other than the costs incurred in connection with the Restoration of an Individual Property or such amounts for which sufficient reserves are on deposit in the Capital Expenditure Fund and are to be paid used for such alterations in accordance with this Agreement or reimbursed by tenants under the Leasesfor which there is sufficient Excess Cash Flow designated and segregated for such use in a manner reasonably satisfactory to Lender) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and while the Loan is securitized and Securities therein are outstanding, that the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to such securities, or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to applicable Individual Property, which will not be paid from amounts on deposit in the Capital Expenditures Fund or reimbursed by tenants under the Leases) existing Excess Cash Flow designated and segregated as provided above, over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding the option foregoing to the contrary, Borrower shall be relieved of its obligation to deposit such security, provided that (1) Mortgage Borrower is required to and does deposit (or cause to be deposited) such security under the Mortgage Loan and Lender receives evidence reasonably acceptable to Lender of the deposit of such security with Mortgage Lender, following or (2) Senior Mezzanine Borrower is required to and does deposit (or cause to be deposited) such security under the occurrence Senior Mezzanine Loan and during the continuance of an Event of Default, Lender may terminate any receives evidence reasonably acceptable to Lender of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertysuch security with Senior Mezzanine Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”"THRESHOLD AMOUNT"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, (a) Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the any Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or Agreement, (d) any structural alteration which costs less than $50,000.00 in alterations required to comply with Legal Requirements, (e) alterations the aggregate for all components thereof cost of which constitute such alteration is $500,000 or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationor (f) Required Repairs. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the with respect to an Individual Property or any portion thereof (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or paid with insurance or condemnation proceeds or reserves established pursuant to the Loan Documents) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following (any of the following: , “Acceptable Security”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (or any portion thereof) (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. (b) Notwithstanding the provisions of Section 5.1.21 (a) Borrower agrees that in the event that Borrower shall receive from Quest an “Expansion Notice” (as defined in the Quest Lease) pursuant to Article 27 of the Quest Lease requesting that Borrower expand the building located on the Quest Property by constructing an addition to or other contiguous expansion of the existing building located on the Quest Property (the “Quest Expansion”), then Borrower shall, within five (5) Business Days of its receipt of such Expansion Notice, provide written notice to Lender of its receipt of such Expansion Notice, together with a copy of such Expansion Notice and all other information delivered by Quest to Borrower with the Expansion Notice. At Following its receipt of an Expansion Notice relating to a Quest Expansion (but not an Outparcel Expansion), Borrower shall not, without the prior written consent of Lender in its reasonable discretion, (i) make an election under the Quest Lease or otherwise agree (in writing or otherwise) to either (x) construct the Quest Expansion (either by or on behalf of Borrower) or (y) not to proceed to construct the Quest Expansion or (ii) advise Quest of Borrower’s approval or disapproval of plans and specifications for the Quest Expansion or any construction contract for the Quest Expansion or provide any proposal for an increase in fixed rent under the Quest Lease. Either Borrower (if the Quest Expansion is being completed by or on behalf of Borrower, including by an Affiliate of Borrower) or Quest (if the Quest Expansion is being completed by or on behalf of such Tenant) shall, prior to the commencement of construction of all or any part of the Quest Expansion, deliver to Lender any of the following: (A) as security for the performance of, and the payment of all amounts to be incurred in connection with, the Quest Expansion and as additional security for Borrower’s obligations under the Loan Documents, Acceptable Security; (B) a completion guaranty, in form and substance reasonably acceptable to Lender, from Guarantor guaranteeing full payment and performance of all of the work contemplated by the Quest Expansion; or (C) provided that Quest Diagnostics Incorporated (x) then remains as the guarantor of all of the Tenant’s payment and performance obligations under the Quest Lease and (y) then has a senior unsecured debt rating of at least “BBB” by S&P and the equivalent of such rating by each other Rating Agency that has issued such a rating, a completion guaranty, in form and substance reasonably acceptable to Lender, from Quest Diagnostics Incorporated guaranteeing full payment and performance of all of the work contemplated by the Quest Expansion. Any such Acceptable Security delivered to Lender shall be in an amount equal to the total cost to complete the Quest Expansion, as reasonably estimated by Lender, and, in the event that Borrower or Quest fails to pay any sums due in connection with the Quest Expansion (subject to the right to contest such sums), Lender may apply such Acceptable Security from time to time at the option of Lender to pay for the costs of the Quest Expansion. If Borrower has provided Acceptable Security in accordance with this Section 5.1.21(b) and at any time prior to completion of the Quest Expansion, in Lender’s reasonable judgment, following the occurrence cost of completing all remaining work contemplated by the Quest Expansion that remains unpaid at the time in question exceeds the aggregate balance of such Acceptable Security held by Lender pursuant to this Section 5.1.21(b), then Borrower shall, within ten (10) Business Days’ after receipt of written notice from Lender of such deficiency, deposit with Lender additional Acceptable Security in the amount of such deficiency. If the Quest Expansion shall be completed by or on behalf of Borrower pursuant to the Quest Lease, then Borrower agrees that all work to be performed and all obligations (other than any direct obligation of Borrower to (A) Quest under the Quest Lease and (B) Borrower’s Construction Affiliate (as hereinafter defined)) to be incurred (including all construction and other agreements entered into) in connection therewith shall be performed and incurred by an Affiliate of Borrower (“Borrower’s Construction Affiliate”) that is not a Borrower hereunder. If the Quest Expansion shall be completed by or on behalf of Quest pursuant to the Quest Lease, then Lender shall not unreasonably withhold, condition or delay its consent to a ground lease between Borrower, as landlord, and Quest, as tenant, with respect to the land upon which the Quest Expansion shall be located. All plans and specifications required in connection with the Quest Expansion and the schedule for the projected progress of the completion of the Quest Expansion shall be subject to prior review and acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Construction Consultant”), in each event acting in a reasonable manner. The identity of the contractors, subcontractors and materialmen engaged in the Quest Expansion, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by Lender and the Construction Consultant, in each event acting in a reasonable manner. Prior to the commencement of the Quest Expansion, Lender shall have received a copy of any license, permit or other approval by or from any Governmental Authority required in connection with the Quest Expansion and evidence that the same are in full force and effect. From time to time during the continuance of an Event of Default, Lender may terminate any performance of the alterations Quest Expansion, Borrower shall deliver to Lender such evidence (including, but not limited to, architectural, engineering or environmental reports) as Lender shall reasonably request that all work that has theretofore been completed has been completed in a good and use workmanlike manner and in accordance with all Legal Requirements, the deposit plans and specifications approved by Lender and this Agreement and that all costs and expenses that are then due and payable in connection with the Quest Expansion have been paid for (which evidence shall include invoices and lien waivers from the general contractor). Lender or its Construction Consultant shall have the right from time to restore time (but not more frequently than once per month) to verify the Property to the extent necessary to prevent any material adverse effect on the value performance of the PropertyQuest Expansion (by an inspection conducted at Borrower’s expense (not to exceed $10,000 per month). All reasonable out-of-pocket costs and expenses incurred by Lender in connection with the Quest Expansion, including reasonable out-of-pocket counsel fees and disbursements and the Construction Consultant’s fees, shall be paid by Borrower.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. , If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 350,000,00 (the “Threshold Amount”"THRESHOLD AMOUNT"), . Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject Borrower may, without Lender's consent, perform alterations to the Improvements and Equipment at a Collateral Property which do not constitute a Material Alteration and which do not materially adversely affect such Borrower's financial condition or the value or net operating income of such Collateral Property. Borrower shall not perform an alteration (i) at the Collateral Property known as (x) Westfield Shoppingtown Enfield or the Collateral Property known as Westfield Shoppingtown West Park the cost of which (including all other alterations then ongoing with respect to such Collateral Property) exceed twenty five percent (25%) of the Allocated Loan Amount for such Collateral Property or (y) with respect to any of the other Collateral Properties the cost of which (including all other alterations then ongoing with respect to such Collateral Property) exceed fifteen percent (15%) of the Allocated Loan Amount for such Collateral Property, (ii) at a Collateral Property which is likely to result in a decrease of Net Operating Income of the applicable Collateral Property by two percent (2%) or more during the period of such alteration, (iii) at a Collateral Property which after giving effect to such alteration (taking into account as a consequence of such alteration any rights of tenants Tenants to make alterations pursuant cancel Leases or ▇▇▇▇▇ Rents), the Net Operating Income of such Collateral Property shall be less than either (x) the Net Operating Income of such Collateral Property as of the Closing Date or (y) the Net Operating Income of such Collateral Property immediately prior to such alteration; or (iv) at a Collateral Property such that the terms alteration results in the ability of their respective Leasesany Anchor Tenant to terminate its Lease (each, Borrower shall obtain a "Material Alteration"), without Lender’s 's prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except with respect delayed. Lender as a condition to alterations that may have giving its consent to a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateMaterial Alteration, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the LeasesA) shall at any time equal or exceed $350,000.00 (require that the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender a Rating Comfort Letter and (B) may require as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations under 's payment of the Loan Documents Debt any of the following, at Borrower's option: (A1) cash, (B2) U.S. ObligationsTreasury securities, (C3) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will notLender, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D4) either (x) a completion Letter of Credit from an entity rated at least "AA-" or its equivalent by one or more Applicable Rating Agency, (y) a construction bond from an entity rated at least "AA-" or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.its

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements other than Approved Capital Expenditures, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of (i) any Lease executed on or before the Closing Datedate hereof, (ii) any Major Lease approved by Lender in accordance with the provisions of this Agreement, or (iii) any Minor Lease approved by Lender in accordance with the provisions of this Agreement (or for which Lender’s approval is not required hereunder), (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, Improvements and the aggregate cost thereof does not exceed Seven Hundred Fifty Thousand Dollars ($750,000) or (c) alterations are performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ “A 1+” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Alteration Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect delayed, to any alterations to the Improvements that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Mortgage Borrower’s financial condition, the use, operation or value of any Individual Property, the Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, or the net operating income of any Individual Property or the Net Operating IncomeCollateral (an “Alteration”), provided that such alterations are made in connection with other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or of any Lease executed subsequent to the date hereof if Lender shall have approved (or shall be deemed to have approved) such Lease pursuant to Section 5.1.17 hereof, (b) tenant improvement work performed pursuant to the terms and provisions conditions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions conditions of this Agreement and the Mortgage Loan Documents or (d) the capital improvements identified in Schedule 5.1.20 annexed hereto. Any approval by Lender of the plans, specifications or working drawings for Alterations of any structural alteration which costs less than $50,000.00 in the aggregate Individual Property shall not create responsibility or liability on behalf of Lender for all components thereof which constitute their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such alteration approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationother person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations an Alteration to the Improvements at the of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal or exceed to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $350,000.00 2,500,000 (the “Threshold Amount”; and any such Alteration a “Material Alteration”), Borrower, upon Lender’s request, Borrower shall promptly deliver or cause to Lender be delivered to Lender, (i) as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Documents, any of the following: (A1) cash, (B2) U.S. Obligations, (C3) other securities having a rating reasonably acceptable to Lender and that or, if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that such securities delivered will not, in and of itselfthemselves, result in a downgrade, withdrawal or qualification of the initial, or if higher, the then current ratings assigned in connection with such Securitization, (4) a completion bond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that any such Material Alteration shall not result in the downgrade, withdrawal or qualification of the initial, or, if higher, then the current ratings assigned to the Securities in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts with respect to alterations Material Alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or to be paid from Reserve Funds or Alterations not requiring approval under clauses (a) through (d) above) over (y) the Threshold Amount andAmount. Upon Borrower’s request therefor, if cash, may be applied Lender shall disburse any Material Alteration Security that is cash to Borrower to pay for Material Alterations or permit Borrower to partially reduce any non-cash Material Alteration Security for work completed and paid for with respect to Material Alterations from time to time, at subject to the option same conditions to the release and disbursement of Borrower, to pay for such alterationsRequired Repair Funds. At the option of Lender, following the occurrence and during the continuance of an Provided that no Event of DefaultDefault then exists, upon completion of the Material Alteration, as determined by Lender in its reasonable discretion, Lender may terminate shall cancel the Material Alteration Security or disburse or return to Borrower the Material Alteration Security, as applicable. Notwithstanding the foregoing, Borrower shall be relieved of its obligation to deposit the security for certain alterations described above if Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with the Mortgage Loan Documents, and in any such case Lender has received evidence reasonably acceptable to Lender of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value delivery of the Propertysuch security.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoingforegoing and provided that no Event of Default has occurred and is continuing, Lender’s consent shall not be required in connection with any alterations (a) that are Replacements, Required Repairs or PIP Requirements, or (b) that (together with the related cost of such alterations) have been provided for in the Approved Annual Budget or (c) that will not have a material adverse effect Material Adverse Effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that (i) the cost of such alterations are made in connection with the aggregate for all Individual Properties at one time shall not exceed Ten Million Dollars (a$10,000,000), and (ii) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, such alterations (bA) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed the lesser of (x) One Million Dollars ($1,000,000) and (y) an amount equal to three percent (3%) of the Release Amount of the applicable Individual Property, or (cB) are alterations performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or amounts to be paid from any Reserve Fund) shall at any time exceed an amount equal or exceed to the lesser of (1) five percent (5%) of the Release Amount of the applicable Individual Property and (2) Fifteen Million Dollars ($350,000.00 15,000,000) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” and by ▇▇▇▇▇’▇ of not less than “P-1” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall cause Mortgage Borrowers to obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements affecting any of the Properties, which consent shall not be unreasonably withheld or delayed except with respect to any alterations that to any Improvements which may have a material adverse effect on Borrower’s or any Mortgage Borrower’s financial condition, the value of the Property intended to be subjected to such alterations or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms of any Lease executed after the date hereof, provided that such Lease shall satisfy the requirements of Section 5.1.20, (c) alterations performed in connection with the Restoration of any Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement, or (d) alterations at any Property that will not have a material adverse effect on Borrower’s or such Mortgage Borrower’s financial condition, the value of such Property or the Net Operating Income, provided that, in the case of clause (d), such alterations (i) are either work performed pursuant to the terms of any Lease and approved or deemed approved in accordance with the terms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget applicable to such Property, (ii) do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and (iii) the aggregate cost thereof does not exceed, for any Property in any annual period, the greater of: (cA) alterations performed in connection with the restoration ten percent (10%) of the Allocated Loan Amount for such Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (dB) any structural alteration which costs less than Fifty Thousand Dollars ($50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration50,000). If the total unpaid amounts due and payable with respect to alterations to the any Improvements at the any one Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 twenty percent (20%) of the Allocated Loan Amount for such Property (the “Threshold Amount”), Borrower, upon Lender’s request, to the extent that Mortgage Borrowers shall promptly deliver not have delivered to Mortgage Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Obligations any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (Div) either (x) a completion and performance bond and a guaranteed maximum priced contract (in form and substance satisfactory to Lender) for a general contractor (satisfactory to lender) or (y) an irrevocable letter of credit (payable on sight draft only) issued by a financial institution (A) having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender Lender, and (B) that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, then Borrower shall promptly deliver to Lender such security. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the applicable Improvements on the applicable Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent approval (not to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent delayed) shall not be required in connection with any alterations to any Improvements, exclusive of alterations to tenant spaces required under any Lease, (a) that will not is reasonably expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateProperty, (b) tenant improvement work performed pursuant to that affect the terms and provisions structure of a Lease and not adversely affecting any structural component of any Improvements, any utility the applicable building or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon at Lender’s reasonable request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligationsdirect non-callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationAgencies, or (Div) a completion bond, provided that such completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to the Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationAgencies. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements over the Alteration Threshold. Notwithstanding the foregoing, Lender acknowledges that certain alterations to Improvements relating to parking, ingress/egress, and landscaping located on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, Remaining Parcel may be applied from time to time, at required in connection with the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any development of the Release Parcels. Such alterations are more particularly described in the Development Agreement and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value shall be deemed approved provided that Borrower provides a form of the Propertysecurity as described above in this Section 5.21.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesthis Section 5.1.22, Borrower and Operating Lessee shall obtain Lender’s prior written consent to any alterations by Borrower or Operating Lessee (as applicable) to any Improvements, which consent shall not be unreasonably withheld or delayed withheld, except with respect to alterations that may have a material adverse effect on BorrowerMaterial Adverse Effect, in which case Lender’s financial condition, the value of the Property or the Net Operating Incomeconsent shall be in Lender’s sole discretion. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations (i) to be undertaken by a Tenant and for which Borrower or Operating Lessee does not have approval rights under the applicable Lease, (ii) that will not have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, the value of the Property or the Net Operating Income, provided that such alterations (iii) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at an Individual Property or at the Property Properties in the aggregate (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or otherwise undertaken pursuant to the express terms of a Lease) shall at any time equal or exceed $350,000.00 five percent (5%) of the total principal balance of the Loan and Mezzanine Loan (the “Threshold Amount”), Borrowerthen, upon Lender’s requestin either case, Borrower and Operating Lessee shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s and Operating Lessee’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to, or (D) a completion bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Approved Rating Agencies have confirmed in writing will not, in and of itself, result in provided a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection Rating Agency Confirmation with any Securitizationrespect to. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or otherwise undertaken pursuant to the express terms of a Lease) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower Lender's prior approval shall obtain Lender’s prior written consent to be required in connection with any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations Improvements (i) that may have a material adverse effect on Borrower’s 's financial condition, the value or use of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateProperty, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold, or (iii) that adversely affecting affects any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements (c) alterations performed in connection with the restoration any of the Property after the occurrence of foregoing, a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration"Material Alteration"). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations 's Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating secunt1es acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesthe Anchor Tenant Lease, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC HV AC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property. With respect to Alterations for which Borrower must obtain the consent of Lender pursuant to the terms of this Agreement, Lender shall have fifteen (15) Business Days after Borrower’s delivery of its request for consent (WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN DEEMED CONSENT UPON FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER A “FAlLURE TO RESPOND” SECOND NOTICE), together with preliminary drawings and specifications for such Alterations, within which Lender may grant or not grant Borrower’s request for consent. If Lender shall not have responded to Borrower within such 15-Business Day period, Borrower may give a second notice WHICH CLEARLY SHALL STATE IN BOLD-FACE TYPE THAT THE FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED CONSENT. If Lender shall not, within five (5) Business Days after such second notice, notify Borrower that such consent will not be granted, such consent shall be deemed to have been granted.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain LenderAgent’s prior written consent to any alterations to any Improvements, which consent reasonable approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial conditionto any Improvements which, in the value aggregate with all alterations during the term of the Property Loan which have not been approved or consented to by Agent, exceed the Net Operating Income, provided Alteration Threshold or that such alterations are made in connection with may (a) tenant improvement work performed pursuant be reasonably expected to the terms of any Lease executed on have or before the Closing Datedo have a Material Adverse Effect, (b) tenant improvement work performed pursuant to result in a material reduction of the terms and provisions square footage of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms materially and provisions of this Agreement adversely affect any building system, including, without limitation, heating, ventilation, air conditioning, plumbing, electrical or vertical transportation, (d) materially and adversely affect any structural alteration which costs less than $50,000.00 in component or the aggregate for all components thereof which constitute such alteration exterior of the Improvements, and/or (e) materially and adversely affect the use or any non-structural alteration which costs less than $100,000.00 in operation of the aggregate for all components thereof which constitute such alterationImprovements. If the total unpaid amounts due incurred and payable to be incurred with respect to any alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender Agent as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: at Borrower’s option, either (Aa) cash, Cash or Cash Equivalents or (Bb) U.S. Obligations, (C) other securities having a rating guaranty from Guarantor or another credit-worthy entity acceptable to Lender and that Agent in its reasonable discretion guaranteeing the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a lien-free completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationalterations. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to alterations to the Improvements on the Property (other than such amounts to be paid or USActive 32926859.13 -58- reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold. The provisions of this Section 4.1.11 shall not pertain to a Restoration for which the provisions of Article V are intended to govern. To the extent that the Deemed Approval Requirements are fully satisfied in connection with any Borrower request for Agent consent under this Section and Agent thereafter fails to respond, if cash, may Agent’s approval shall be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property deemed given with respect to the extent necessary to prevent any material adverse effect on the value of the Propertymatter for which approval was requested.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property or the annual Net Operating Income. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeIncome of the Property, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof or any Lease executed after the date hereof which is in compliance with the terms of this Agreement, (b) are made in connection with tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement relate solely to Equipment, or (d) any structural alteration together with the related costs thereof have been provided for in the Annual Budget which costs has been approved by Lender pursuant to the terms hereof and (i) are nonstructural in nature and (ii) are budgeted to cost (including all labor and materials) less than $50,000.00 500,000.00. Notwithstanding anything to the contrary contained in this Section 5.1.20, any alteration, the aggregate for all components thereof cost of which constitute is equal to, or greater than, $5,000,000.00 shall be subject to receipt of confirmation from the Rating Agencies that any such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, not result in a downgradewithdrawal, withdrawal qualification or qualification downgrade of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertySecurities.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any material alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may could reasonably be expected to have a material adverse effect on Borrower’s financial condition, the value of the Property Property, the Collateral or the annual Net Operating IncomeIncome of the Property. Notwithstanding the foregoing, provided no Event of Default has occurred and is continuing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property Property, the Collateral or the Net Operating IncomeIncome of the Property, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof or any Lease executed after the date hereof which is in compliance with the terms of this Agreement, (b) are made in connection with tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement relate solely to Equipment, or (d) any together with the related costs thereof have been provided for in the Annual Budget which has been approved by Lender pursuant to the terms hereof and (i) are non-structural alteration which costs in nature and (ii) are budgeted to cost (including all labor and materials) less than $50,000.00 500,000.00. Notwithstanding anything to the contrary contained in this Section 5.1.20, any alteration, the aggregate for all components thereof cost of which constitute is equal to, or greater than, $5,000,000.00 shall be subject to receipt of confirmation from the Rating Agencies that any such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, not result in a downgradewithdrawal, withdrawal qualification, or qualification downgrade of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertySecurities.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except withheld, provided that Lender’s consent shall not be required in connection with respect the non-structural alterations relating to alterations that may have a material adverse effect on Borrower’s financial condition, the value reconfiguration of the Property or core areas of the Net Operating Income. buildings as disclosed in the 10-K statements of Sabre Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, Improvements and the aggregate cost for such items does not exceed Five Hundred Thousand and 00/100 Dollars ($500,000) or (c) alterations are performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed One Million and 00/100 Dollars ($350,000.00 1,000,000) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the related Individual Property or the Net Operating Income, provided that (a) such alterations are made in connection with (ai) tenant improvement work performed pursuant to the terms of any Lease executed on or before in accordance with the Closing Dateterms hereof, (bii) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, Improvements or (ciii) alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (db) the estimated cost of such alterations (as determined in Lender's reasonable discretion), when added together with the estimated cost of any structural alteration other alterations (for which costs less than Lender's consent was not required under this provision (b)) undertaken at the same time at any of the other Properties, would not exceed One Million Five Hundred Thousand and 00/100 Dollars ($50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration1,500,000.00). If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such without duplication for any amounts contemplated to be paid or reimbursed by tenants under funded out of the Leases) Reserve Funds), together with any other alterations undertaken at the same time at any of the other Properties, shall at any time equal or exceed One Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 1,500,000.00) (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cashCash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) Properties over the Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the Property Properties to the extent necessary to prevent any material adverse effect on the value of the PropertyProperties.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s, Mezzanine Borrower’s or Mortgage Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoingforegoing and provided that no Event of Default has occurred and is continuing, Lender’s consent shall not be required in connection with any alterations (a) that are Replacements, Required Repairs or PIP Requirements, or (b) that (together with the related cost of such alterations) have been provided for in the Approved Annual Budget or (c) that will not have a material adverse effect Material Adverse Effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that (i) the cost of such alterations are made in connection with the aggregate for all Individual Properties at one time shall not exceed Ten Million Dollars (a$10,000,000), and (ii) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, such alterations (bA) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any ImprovementsImprovements and the aggregate cost thereof does not exceed the lesser of (x) One Million Dollars ($1,000,000) and (y) an amount equal to three percent (3%) of the Mortgage Loan Release Amount of the applicable Individual Property, or (cB) are alterations performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationMortgage Loan Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or amounts to be paid from any Reserve Fund) shall at any time exceed an amount equal or exceed to the lesser of (1) five percent (5%) of the Mortgage Release Amount of the applicable Individual Property and (2) Fifteen Million Dollars ($350,000.00 15,000,000) (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” and by ▇▇▇▇▇’▇ of not less than “P-1” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Notwithstanding the option foregoing to the contrary, Borrower shall be relieved of Lender, following its obligation to deposit such security provided that (1) Mortgage Borrower is required to and does deposit such security under the occurrence Mortgage Loan and during the continuance of an Event of Default, (b) Lender may terminate any receives evidence acceptable to it of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertysuch security with Mortgage Lender.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to approval shall be required in connection with any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations Improvements (i) that may have a material adverse effect on Borrower’s financial condition, the value or use of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value ongoing revenues and expenses of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing DateProperty, (bii) tenant the cost of which (including any related alteration, improvement work performed pursuant or replacement) is reasonably anticipated to exceed the terms and provisions of a Lease and not Alteration Threshold, or (iii) that materially adversely affecting affects any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements (c) alterations performed in connection with the restoration any of the Property after the occurrence of foregoing, a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration“Material Alteration”). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations Obligations under the Loan Documents any of the following: (Ai) cash, (Bii) a Letter of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and that the applicable Rating Agencies have confirmed in writing will not, in and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame, or (Dv) a completion bond or letter bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) over the Threshold Amount andAlteration Threshold, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At Upon substantial completion of any Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the option Material Alteration was constructed in accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (iii) all material licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect Material Alteration (other than those which depend on the value performance of the Propertytenant improvement work) have been issued.

Alterations. Subject Borrower may, without Lender’s consent, perform alterations to the rights Improvements and Personal Property which (i) do not constitute a Material Alteration, (ii) do not adversely affect Borrower’s financial condition or the value or Net Operating Income of tenants to make alterations pursuant to the terms Property and (iii) are in the ordinary course of their respective Leases, Borrower’s business. Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except with respect delayed; provided, however, that Lender may, in its sole and absolute discretion, withhold consent to alterations that may have any alteration the cost of which is reasonably estimated to exceed $250,000 or which is likely to result in a material adverse effect on Borrower’s financial condition, the value decrease of the Property or the Net Operating IncomeIncome by two and one-half percent (2.5%) or more for a period of thirty (30) days or longer. Notwithstanding the foregoingLender may, Lender’s as a condition to giving its consent shall not be required in connection with any alterations to a Material Alteration, require that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly Borrower deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term cost of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be Material Alteration in an amount equal to the excess one hundred twenty-five percent (125%) of the total unpaid amounts cost of the Material Alteration as estimated by Lender. Upon substantial completion of the Material Alteration, Borrower shall provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in accordance with respect to alterations to applicable Legal Requirements and substantially in accordance with plans and specifications approved by Lender (which approval shall not be unreasonably withheld or delayed), (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the Improvements on Material Alteration have been paid in full and have delivered unconditional releases of lien and (iii) all material Licenses necessary for the Property use, operation and occupancy of the Material Alteration (other than such amounts to be paid those which depend on the performance of tenant improvement work) have been issued. Borrower shall reimburse Lender upon demand for all out-of-pocket costs and expenses (including the reasonable fees of any architect, engineer or reimbursed other professional engaged by tenants under the LeasesLender) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence incurred by Lender in reviewing plans and during the continuance of an Event of Default, Lender may terminate specifications or in making any of the alterations and use the deposit to restore the Property to the extent determinations necessary to prevent any material adverse effect on implement the value provisions of the Propertythis Section.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain LenderAdministrative Agent’s prior written consent to any alterations to any Improvementsapproval, which consent approval may be granted or withheld in Administrative Agent’s sole discretion, shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements (a) that will not are reasonably likely to have a material adverse effect on BorrowerMaterial Adverse Effect or (b) are structural in nature. Administrative Agent’s financial conditionprior approval shall also be required (such approval not to be unreasonably withheld, the value of the Property delayed or the Net Operating Income, provided that such alterations are made conditioned) in connection with any other alterations to any Improvements (that is, alterations which would not be covered by subsection (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed of this Section 4.1.10), the cost of which is reasonably anticipated to exceed the Alteration Threshold. Notwithstanding the foregoing, Administrative Agent’s prior approval shall not be required for (i) Capital Expenditures the cost of which is being funded by Lenders pursuant to Article 2 hereof, (ii) Tenant Improvements the terms and provisions cost of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements which is being funded by Lenders pursuant Article 2 hereof or the exterior of any building constituting a part of any ImprovementsBuilding Loan Agreement, or the Build Out Work (as described in (b) below), (ciii) alterations performed in connection with the restoration of the Property after the occurrence of a casualty any Restoration in accordance with the terms and provisions of the Loan Documents, (iv) any alterations that are in accordance with the Approved Annual Budget (including the variances with respect thereto permitted by this Agreement pursuant to Section 4.1.6(f)), and (v) Tenant Improvements being undertaken by a Tenant pursuant to its Lease (to the extent Administrative Agent had an approval right with respect to such Lease and Administrative Agent approved (or (dwas deemed to have approved) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationLease). If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall cause Mortgage Borrower to promptly deliver to Lender as security for the payment Mortgage Administrative Agent (with evidence of such amounts and as same to Administrative Agent) additional security for Borrower’s obligations under the Loan Documents any in accordance with Section 4.1.10 of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyMortgage Loan Agreement.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations (a) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and do not adversely affecting affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, Improvements and the aggregate cost thereof does not exceed $500,000 or (c) alterations are performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender, or (D) a completion bond or letter Letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any Upon completion of the alterations and use the deposit payment of all amounts owed with respect to restore the Property such alterations, Lender shall disburse or release such security to the extent necessary to prevent any material adverse effect on the value of the PropertyBorrower.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating IncomeMaterial Adverse Effect, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or any Lease executed after the date hereof to a Lessee that is not an Affiliate of Borrower for which Lender’s approval was not required or was given, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement Agreement, or (d) any structural alteration which costs less than $50,000.00 the Alteration Threshold (in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 current alterations at the Property), provided that, in all of the aggregate for all components thereof which constitute such alterationforegoing clauses (a) through (d), Borrower complies with the Alteration Conditions. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender and (provided that Lender shall have received any confirmation as may be required by the applicable Rating Agencies have confirmed in writing will not, in as to the form and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame), or (Div) a completion bond or letter of credit issued (provided that Lender shall have received any confirmation as may be required by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in as to the form and issuer of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationsame). Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may Alteration Threshold. All alterations to any Improvements shall be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence made lien-free and during the continuance of an Event of Default, Lender may terminate any of the alterations in a good and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyworkmanlike manner in accordance with all Applicable Laws.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 100,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 250,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 500,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, (a) Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Two Hundred Fifty Thousand and 00/100 Dollars ($350,000.00 250,000) (the “"Threshold Amount”"), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligations, (Ciii) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (Div) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s 's Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At . (b) Notwithstanding anything contained herein to the option of contrary, Borrower shall obtain Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate 's prior written consent (which consent shall not be unreasonably withheld or delayed except with respect to any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any following that may have a material adverse effect on (1) Borrower's financial condition, (2) the value of the Property, or (3) Net Operating Income) to any alterations, additions, renewals, replacements and/or improvements to or on any of the parking lot(s) situated, or to be constructed, on either the Property or the Adjacent Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required to obtain Lender’s consent in connection with any alterations to any Improvements that will not have a material adverse effect on Borrower’s financial condition, the value of the any Individual Property or the applicable Individual Property’s Net Operating Income, provided that such but Borrower shall provide prior written notice to Lender of any alterations are made in connection with (a) tenant improvement work performed pursuant to the terms Improvements the cost of any Lease executed on or before the Closing Datewhich will exceed $75,000.00. Provided, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvementsfurther, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alteration. If that if the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) any portion thereof shall at any time equal or exceed $350,000.00 250,000.00 (the “Threshold Amount”), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than “A-1+ +” if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that that, at Lender’s option, the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leasesany portion thereof) over the Threshold Amount and, if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to any Improvements, exclusive of alterations to tenant spaces required under any Lease existing on the date hereof or entered into in accordance with the terms of this Agreement (including standard alterations undertaken in connection with preparing residential units for tenant occupancy) and alterations undertaken as part of a Restoration in accordance with the terms of this Agreement, (a) that will not are reasonably expected to have or does have a Material Adverse Effect on the Property, (b) that are structural in nature or have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any the Improvements or the exterior of any building constituting a part of any Improvements, Improvements or (c) that, together with any other alterations performed undertaken at the same time (including any related alterations, improvements or replacements), are reasonably anticipated to have a cost in connection with the restoration excess of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAlteration Threshold. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (Ai) cash, (Bii) U.S. Obligationsdirect non-callable obligations of the United States of America or other obligations which are “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, to the extent acceptable to the applicable Rating Agencies, or (Ciii) other securities having a rating letter of credit acceptable to Lender in its sole and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitizationabsolute discretion. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyAlteration Threshold.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations to the Property (a)(i) that will not could have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, (ii) the value cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Property or the Net Operating Income, provided that such alterations are made in connection with Alteration Threshold (a) excluding tenant improvement work performed pursuant to the terms of any Lease executed on work), or before the Closing Date, (biii) tenant improvement work performed pursuant to the terms that materially and provisions of a Lease and not adversely affecting affects any structural component of any Improvements, any utility or HVAC system contained in any Improvements at the Property or the exterior of any building constituting a part of any Improvements, Improvements or (cb) any material alterations performed in connection with the restoration of to the Property after during the occurrence continuation of a casualty any Event of Default, which approval, in accordance each case under clause (a)(ii), shall not be unreasonably withheld, conditioned or delayed. Any alteration to the Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationapplicable Legal Requirements. If the total unpaid amounts due incurred and payable to be incurred with respect to such alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. ObligationsLetters of Credit, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, U.S. Obligations or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is other securities acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationLender. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the Leases; provided that the applicable Leases shall be in full force and effect) over the Threshold Amount Alteration Threshold, and, if cashat Lender’s option, may be applied Lender shall have the right to apply such security from time to time, at the option of Borrower, time to pay for such alterations. At Upon substantial completion of any alteration to the option Property, Borrower shall provide evidence satisfactory to Lender that (1) such alteration was constructed in accordance with all applicable Legal Requirements, (2) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with such alteration have been paid in full and have delivered unconditional releases of Lenderliens, following and (3) all licenses and permits necessary for the occurrence use, operation and during the continuance of an Event of Default, Lender may terminate any occupancy of the alterations and use Improvements have been issued, provided that, if any such license or permit is temporary in nature, Borrower shall diligently pursue procuring a permanent license or permit from the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Propertyapplicable Governmental Authority.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leasesleases, Borrower shall obtain Lender’s 's prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s 's consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s 's financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration Restoration of the an Individual Property after the occurrence of a casualty Casualty or Condemnation in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 500,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 600,000.00 in the aggregate for all components thereof which constitute such alteration. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed $350,000.00 600,000.00 (and such amount is not being paid from any Reserve Funds) (the “Threshold "THRESHOLD Amount”"), Borrower, upon Lender’s 's request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s 's obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or any class thereof in connection with any Securitization, Securitization or (D) a completion and performance bond or an irrevocable letter of credit (payable on sight draft only) issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than "A-1+ +" if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned to any Securities or class thereof in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and, if cash, U.S. Obligations or other securities, may be applied from time to time, at the option of Borrower, Borrower to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the any Individual Property to the extent necessary to prevent any material adverse effect on the value of the such Individual Property.

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld withheld, conditioned or delayed except with respect delayed, to any alterations to the Improvements that may have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Mortgage Borrower’s financial condition, the use, operation or value of any Individual Property, the Collateral, any Mortgage Principal’s general partner interest in the related Mortgage Borrower Entity, or the net operating income of any Individual Property or the Net Operating IncomeCollateral (an “Alteration”), provided that such alterations are made in connection with other than (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datedate hereof, or of any Lease executed subsequent to the date hereof if Lender shall have approved (or shall be deemed to have approved) such Lease pursuant to Section 5.1.17 hereof, (b) tenant improvement work performed pursuant to the terms and provisions conditions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or (except in the case of customary tenant signage) the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the an Individual Property after the occurrence of a casualty in accordance with the terms and provisions conditions of this Agreement and the Mortgage Loan Agreement or (d) the capital improvements identified in Schedule 5.1.20 annexed hereto. Any approval by Lender of the plans, specifications or working drawings for Alterations of any structural alteration which costs less than $50,000.00 in the aggregate Individual Property shall not create responsibility or liability on behalf of Lender for all components thereof which constitute their completeness, design, sufficiency or their compliance with Applicable Laws. Lender may condition any such alteration approval upon receipt of a certificate of compliance with Applicable Laws from an independent architect, engineer, or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationother person reasonably acceptable to Lender. If the total unpaid amounts due and payable with respect to alterations an Alteration to the Improvements at the of any Individual Property (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases or Alterations not requiring approval under clauses (a) through (d) above) shall at any time exceed an amount equal or exceed to the lesser of (x) five percent (5%) of the Allocated Loan Amount for such Individual Property and (y) $350,000.00 2,500,000 (the “Threshold Amount”; and any such Alteration a “Material Alteration”), Borrower, upon Lender’s request, Borrower shall promptly deliver or cause to Lender be delivered to Lender, (i) as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents Documents, any of the following: (A1) cash, (B2) U.S. Obligations, (C3) other securities having a rating reasonably acceptable to Lender and that or, if a Securitization has occurred, the applicable Rating Agencies have confirmed in writing that such securities delivered will not, in and of itselfthemselves, result in a downgrade, withdrawal or qualification of the initial, or if higher, the then current ratings assigned in connection with such Securitization, (4) a completion bond and performance bond or (5) a Letter of Credit (the security described in clauses (1) through (5) above being sometimes referred to hereinafter, collectively, as the “Material Alteration Security”), and (ii) if a Securitization has occurred, written confirmation from the applicable Rating Agencies that any such Material Alteration shall not result in the downgrade, withdrawal or qualification of the initial, or, if higher, then the current ratings assigned to the Securities in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security The Material Alteration Security shall be in an amount equal to the excess of (x) the total unpaid amounts with respect to alterations Material Alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants Tenants under the LeasesLeases or to be paid from Reserve Funds or Alterations not requiring approval under clauses (a) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the Property.through (d) above)

Alterations. Subject Other than as expressly provided herein with respect to the rights of tenants to make alterations pursuant to the terms of their respective LeasesRequired Improvements, Borrower shall obtain Lender’s prior written consent not (i) cause or permit any material waste of the Property, (ii) make any change in the use of the Property which will in any way materially increase the risk of fire or other hazard arising out of the operation of the Property, or intentionally take any action that might invalidate or allow the cancellation of any Policy, or do or permit to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations done thereon anything that may have a material adverse effect on Borrower’s financial condition, in any way materially impair the value of the Property or the Net Operating Income. Notwithstanding security of the foregoingSecurity Instrument or otherwise cause a Material Adverse Effect, (iii) permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Land, regardless of the depth thereof or the method of mining or extraction thereof, or (iv) in each case, without having first obtained Lender’s consent shall not be required in connection with prior written consent, permit or cause any alterations to any Improvements that will not (A) would reasonably be likely to have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect, the value (B) result in any decrease of the Property or the Net Operating Income, provided that such alterations are made in connection with (aC) tenant improvement work performed pursuant to violate the terms of any Lease executed on or before the Closing DateLease, (bD) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any concern structural component of any Improvements, any utility or HVAC system contained in any Improvements the Improvements, or the exterior of any building constituting a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (dE) any structural alteration which costs less than $50,000.00 cost, in the aggregate for of all components thereof which constitute such alteration related alterations, Five Hundred Thousand and 00/100 Dollars ($500,000) or any non-structural alteration which costs less than $100,000.00 in more; provided, however, that the aggregate for all components thereof which constitute such alterationforegoing limitations shall not apply to alterations consisting of alterations performed as part of a Restoration required hereunder. If Without limiting the foregoing, if the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 (the “Threshold Amount”500,000), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts (and as additional security for Borrower’s obligations under the Loan Documents any of the following: (ADebt) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and Letter of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any SecuritizationCredit, or (D) a completion and performance bond or letter of credit (issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is surety acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will notLender) (or a combination thereof), in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alterations to the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and), if cash, and Lender may be applied apply such security from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lenderalterations (or, following the occurrence and during the continuance of upon an Event of Default, Lender may terminate any to the payment of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyDebt).

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations that may have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the use, value or operation of the related Individual Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before in accordance with the Closing Dateterms hereof, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the restoration Restoration of the related Individual Property after the occurrence of a casualty in accordance with the terms and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAgreement. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) at the related Individual Property shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (A) cashCash, (B) U.S. Obligations, or (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to such alterations to the Improvements on the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold Amount and, if cash, may be and applied from time to time, time at the option of Borrower, Lender to pay for such alterations. At the option of Lender, following the occurrence and during the continuance of an Event of Default, Lender may alterations or to terminate any of the alterations and use the deposit to restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property.