Common use of Conditions to Alteration Clause in Contracts

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunderhereunder (except where such Alterations are performed by Tenants, Mortgage required in order to comply with Legal Requirements or in an emergency in order to insure life safety), Borrower and Master Lessee shall have the right, without Mezzanine Lender’s 's consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “"Alteration”") so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements REAs and the Leases and shall not, upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwiseEffect. Any Material Alteration (other than Material Alterations performed by Tenants) shall be conducted under the supervision of an architect, engineer or construction consultant which is an Independent Architect; provided, however, as long as Reckson Operating Partnership, L.P. Controls Borrower, such architect, engineer or construction consultant shall not be required to be an Independent Architect andif such architect, engineer or construction consultant (A) performs work for Reckson Operating Partnership, L.P. and its Affiliates on a regular basis, (B) is licensed to practice in the State (in the case of any architect, engineer or other Person required to be so licensed) and (C) has at least five (5) years of architectural experience. In connection with any Material AlterationAlteration (if performed by Borrower), Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material AlterationLender, for information informational purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, specifications and cost estimates therefor as set forth in therefor, prepared by an Officer’s CertificateIndependent Architect(s) (or such other architect, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented engineer or construction consultant referred to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayedthe preceding sentence), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by an Independent Architect(s) (or such Architect other architect, engineer or construction consultant), provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information informational purposes only. Additionally, if any Tenant in connection with a Material Alteration delivers any plans and specifications therefor to Borrower, Borrower shall deliver a copy of the same to Lender, for informational purposes only. All work done in connection with any Alteration shall be performed (once commenced) with due diligence reasonable diligence, subject to Excusable Delays, in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained Nothing in this Section 10.2, Mezzanine Borrower 10.2 shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with limit the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt rights of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely Citibank Tenant under the Citibank Lease with respect to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material AlterationAlterations.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunderhereunder and that Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then existexist and so long as Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default ------------------------ shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee Grantor shall have the right, without Mezzanine Lender’s Beneficiary's consent, to undertake any alteration, improvement, demolition or removal of the any Property or any portion thereof (any such alteration, improvement, demolition or removal, an “"Alteration”") so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender ---------- Grantor provides Beneficiary with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such any Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement Mortgage and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements and the Leases and shall not, not upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on ) materially adversely (A) affect the value, use or operation of the such Property taken as a whole or otherwise(B) reduce the Net Operating Income for such Property from the level available immediately prior to commencement of such Alteration. Any Material Alteration with respect to any one Property shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of and no such Material AlterationAlteration shall be undertaken until five (5) Business Days after there shall have been filed with Beneficiary, for information purposes only and not for approval by Mezzanine LenderBeneficiary, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and 's Certificate stating that such Alteration will involve an estimated date cost of completion thereforemore than (I) the greater of the Individual Threshold Amount and $_______ with respect to Alterations being undertaken at a single Property at such time, which date shall be not later than or (II) the date which is six (6) months prior to Aggregate Alteration Threshold Amount for Alterations at all the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperties. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine LenderBeneficiary, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual such Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee Grantor shall have the right, without Mezzanine Lender’s Beneficiary's consent, to undertake any alteration, improvement, demolition or removal of the any Property or any portion thereof (any such alteration, improvement, demolition or removal, an “"Alteration”") so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender Grantor provides Beneficiary with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such any Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement Mortgage and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements and the Leases and shall not, not upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on ) materially adversely (A) affect the value, use or operation of the such Property taken as a whole or otherwise(B) reduce the Net Operating Income for such Property from the level available immediately prior to commencement of such Alteration. Any Material Alteration with respect to any one Property shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of and no such Material AlterationAlteration shall be undertaken until five (5) Business Days after there shall have been filed with Beneficiary, for information purposes only and not for approval by Mezzanine LenderBeneficiary, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and 's Certificate stating that such Alteration will involve an estimated date cost of completion thereforemore than (I) the greater of the Individual Threshold Amount with respect to Alterations being undertaken at a single Property at such time, which date shall be not later than or (II) the date which is six (6) months prior to Aggregate Alteration Threshold Amount for Alterations at all the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperties. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine LenderBeneficiary, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual such Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, and that Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then existexist and so long as Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual 110 knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s 's consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as either (a) Bank of America, N.A. is permitted to undertake such Alteration without the consent of Borrower pursuant to the BofA Lease or (b) (i) Mezzanine no Event of Default shall have occurred and be continuing, (ii) Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (iiiii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements REAs and the Leases and shall not, upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Except for Material Alterations performed by Bank of America, N.A. pursuant to the BofA Lease that do not require the consent of Borrower (which Borrower shall provide notice to Lender and which shall be performed in accordance with BofA Lease), any Material Alteration shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material AlterationLender, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and 's Certificate stating that such Alteration will involve an estimated date cost of completion therefore, which date shall be not later more than the date which is six (6) months prior to Threshold Amount for Alterations at the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperty. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, 100 demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consentprior approval, to undertake which shall not be unreasonably withheld, delayed or conditioned, shall be required in connection with any alteration, improvement, demolition or removal of the Properties, any Individual Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long the estimated cost of which exceeds the Threshold Amount; provided that Lender’s approval shall not be required with respect to (a) tenant improvement work to be performed pursuant to any Lease existing as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender of the date hereof or any New Lease or Lease Modification entered into in accordance with not less than ten (10) Business Days prior written notice of any Material Alteration, this Agreement which addresses such tenant improvement work and (iib) such any Alteration is required by applicable Legal Requirements. All Alterations must be undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on as well as the value, use or operation provisions of the Property taken as a whole or otherwiseLeases. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower and/or Maryland Owner shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, specifications (it being agreed that the format and information contained in any plans and specifications submitted to a Governmental Authority in connection with such Alteration shall be an acceptable format and detail with respect to Lender’s approval required hereunder) and cost estimates therefor as set forth in an Officer’s Certificatetherefor, and an estimated date of completion thereforeprepared by such Architect, which date plans and specifications (if relating to Alterations requiring Lender’s approval hereunder) shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing approved by Mezzanine Lender, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications (if relating to Alterations requiring Lender’s approval hereunder) are filed with Mezzanine with, and approved by, Lender, for information purposes onlywhich approval shall not be unreasonably withheld, conditioned or delayed. All work done in connection with any Alteration shall be performed in all material respects with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the any applicable Individual Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost Any request for approval of any Alteration Lender pursuant to this Section 10.2 or Section 10.3 shall be promptly and fully paid for, subject delivered to a five percent (5%) retainage, provided Lender together with all other materials reasonably requested by Lender in order to evaluate such request. Provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything Borrower and/or Maryland Owner complies with the requirements related to the contrary contained delivery of such other materials as set forth in this Section 10.2the preceding sentence, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which each such request for approval shall not be unreasonably withheld, conditioned contain a legend in capitalized bold letters on the top of the first page stating: “THIS IS A REQUEST FOR LENDER’S CONSENT. LENDER’S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS. LENDER’S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN LENDER’S CONSENT BEING DEEMED TO HAVE BEEN GRANTED”. In the event that Lender fails to grant or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of withhold its disapproval with the reasons therefor approval to such request within such ten (10) Business Days after Mezzanine Day period, then Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for approval shall be deemed to have been granted. Lender shall accompany any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is disapproval with a reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alterationdetailed explanation therefor.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s 's consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as either (a) Bank of America, N.A. is permitted to undertake such Alteration without the consent of Borrower pursuant to the BofA Lease or (b) (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written 76 notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements REAs and the Leases and shall not, upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material AlterationLender, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and 's Certificate stating that such Alteration will involve an estimated date cost of completion therefore, which date shall be not later more than the date which is six (6) months prior to Threshold Amount for Alterations at the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperty. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee Mortgagor shall have the right, without Mezzanine Lender’s Mortgagee's consent, to undertake any alteration, improvement, demolition or removal of the a Property or any portion thereof (any such alteration, improvement, demolition or removal, an “"Alteration”") so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender Mortgagor provides Mortgagee with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such any Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement Mortgage and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements and the Leases and shall not, not upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on ) materially adversely (A) affect the value, use or operation of the such Property taken as a whole or otherwise(B) reduce the Net Operating Income for such Property from the level available immediately prior to commencement of such Alteration. Any Material Alteration with respect to any Property shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of and no such Material AlterationAlteration shall be undertaken until three (3) Business Days after there shall have been filed with Mortgagee, for information purposes only and not for approval by Mezzanine LenderMortgagee, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and 's Certificate stating that such Alteration will involve an estimated date cost of completion thereforemore than (I) the greater of the Threshold Amount with respect to Alterations being undertaken at a single Property at such time, which date shall be not later than or (II) the date which is six (6) months prior to Aggregate Alteration Threshold Amount for Alterations at all of the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperties. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine LenderMortgagee, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.materials

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as either (a) Bank of America, N.A. is permitted to undertake such Alteration without the consent of Borrower pursuant to the BofA Lease or (b) (i) Mezzanine no Event of Default shall have occurred and be continuing, (ii) Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (iiiii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements REAs and the Leases and shall not, upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Except for Material Alterations performed by Bank of America, N.A. pursuant to the BofA Lease that do not require the consent of Borrower (which Borrower shall provide notice to Lender and which shall be performed in accordance with BofA Lease), any Material Alteration shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material AlterationLender, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and Certificate stating that such Alteration will involve an estimated date cost of completion therefore, which date shall be not later more than the date which is six (6) months prior to Threshold Amount for Alterations at the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperty. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s 's consent, to undertake any alteration, improvement, demolition or removal of the a Property or any portion thereof (any such alteration, improvement, demolition or removal, an “"Alteration”") so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such any Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement Mortgage and the other Mezzanine Loan Documents and in compliance with all applicable Legal RequirementsDocuments, is not prohibited by any relevant Operating Agreements and the Leases and shall not, not upon completion (giving credit to rent and other charges attributable to Subleases Leases executed upon such completion), have a Material Adverse Effect on ) materially adversely (A) affect the value, use or operation of the such Property taken as a whole or otherwise(B) reduce the Net Operating Income for such Property from the level available immediately prior to commencement of such Alteration. Any Material Alteration with respect to any Property shall be conducted under the supervision of an Independent Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of and no such Material AlterationAlteration shall be undertaken until three (3) Business Days after there shall have been filed with Lender, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, specifications and cost estimates therefor therefor, prepared by such Independent Architect, as set forth in well as an Officer’s Certificate, and 's Certificate stating that such Alteration will involve an estimated date cost of completion thereforemore than (I) the greater of the Threshold Amount with respect to Alterations being undertaken at a single Property at such time, which date shall be not later than or (II) the date which is six (6) months prior to Aggregate Alteration Threshold Amount for Alterations at all of the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such ArchitectProperties. Such plans and specifications may be revised at any time and from time to time by such Independent Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual such Property and all materials used shall be in accordance with all applicable material Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, and that Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, Mortgage Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and so long as Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.

Conditions to Alteration. Provided that no Noticed Default or Event of Default shall have occurred and be continuing hereunder, Mortgage and that Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default on Event of Default exists, Borrower and Master Lessee shall have the right, without Mezzanine Lender’s consent, to undertake any alteration, improvement, demolition or removal of the Property or any portion thereof (any such alteration, improvement, demolition or removal, an “Alteration”) so long as (i) Mezzanine Borrower causes Mortgage Borrower to provide Mezzanine provides Lender with not less than ten (10) Business Days prior written notice of any Material Alteration, and (ii) such Alteration is undertaken in accordance with the applicable provisions of the Master Lease, this Agreement and the other Mezzanine Loan Documents and in compliance with all applicable Legal Requirements, is not prohibited by any relevant Operating Agreements and shall not, upon completion (giving credit to rent and other charges attributable to Subleases executed upon such completion), have a Material Adverse Effect on the value, use or operation of the Property taken as a whole or otherwise. Any Material Alteration shall be conducted under the supervision of an Architect and, in connection with any Material Alteration, Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mezzanine Lender concurrently with the notice of such Material Alteration, for information purposes only and not for approval by Mezzanine Lender, detailed plans and specifications, cost estimates therefor as set forth in an Officer’s Certificate, and an estimated date of completion therefore, which date shall be not later than the date which is six (6) months prior to the Maturity Date (unless otherwise consented to in writing by Mezzanine Lender, which consent shall not be unreasonably withheld, conditioned or delayed), all prepared and approved by such Architect. Such plans and specifications may be revised at any time and from time to time by such Architect provided that material revisions of such plans and specifications are filed with Mezzanine Lender, for information purposes only. All work done in connection with any Alteration shall be performed with due diligence in a good and workmanlike manner, all materials used in connection with any Alteration shall not be less than the standard of quality of the materials currently used at the applicable Individual Property and all materials used shall be in accordance with all applicable Legal Requirements and Insurance Requirements. The cost of any Alteration shall be promptly and fully paid for, subject to a five percent (5%) retainage, provided that such retainage shall not be required if such Alteration is being performed by Master Lessee, an Affiliate of Mortgage Borrower, or an Affiliate of Master Lessee. Notwithstanding anything to the contrary contained in this Section 10.2, Mezzanine Borrower shall cause Mortgage Borrower to obtain Mezzanine Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed so long as no Noticed Default or Event of Default shall then exist, and so long as Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, and shall be deemed given unless Mezzanine Lender shall give notice of its disapproval with the reasons therefor within ten (10) Business Days after Mezzanine Lender’s receipt of the notice of Material Alteration described in clause (i) of this Section 10.2 above) for any Material Alteration if (x) an 80% Trigger Approval Period shall then be in effect or existence, or (y) such proposed Material Alteration is reasonably likely to result in more than a ten percent (10%) reduction in the pro forma LCR during the twelve (12) months following the commencement of such proposed Material Alteration.