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 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 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 specifically provided for in an Annual Budget which has been approved by Lender or pursuant to an Annual Budget which Borrower or Operating Lessee does not have the right to approve pursuant to the applicable Management Agreement, (3) alterations undertaken as part of a material adverse effect on BorrowerRestoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s financial conditionor Brand Manager’s standards under the Franchise Agreement or Management Agreement or any (4) PIP required by Franchisor, 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 that are reasonably expected to the terms of have or does have a Material Adverse Effect on any Lease executed on or before the Closing DateIndividual Property, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any that are structural component of any Improvements, in nature or have an adverse effect on 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 which is specifically allocated to the applicable Individual Property), 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 Notwithstanding anything contained herein (including, without limitation, Article 8 hereof) to the rights of tenants to make alterations pursuant to the terms of their respective Leasescontrary, 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 (I) any alterations to any Improvements with respect to any Individual Property that will is not have a material adverse effect on Borrower’s financial conditionTriple Net Leased Property (the “Landlord Alterations”) and (II) any alterations to any Improvements with respect to any Individual Property that is a Triple Net Leased Property to the extent that Borrower has the right to consent to, the value of the Property or the Net Operating Incomeapprove, provided that such alterations are made alterations, in connection with each instance (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Datethat may have a Material Adverse Effect, (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 Improvements, any utility applicable Alteration Threshold or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (c) alterations performed that are structural in connection with the restoration of the Property after the occurrence of a casualty nature, which approval may be granted or withheld 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 reasonable discretion. If the total unpaid amounts due incurred and payable to be incurred with respect to alterations any such Landlord 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”)applicable Alteration Threshold, Borrowerin the event that Mortgage Borrower has not complied with the correlative provision in the Mortgage Loan Agreement and neither Mezzanine Borrower has complied with the correlative provisions of the applicable Mezzanine Loan Documents, 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 security reasonably acceptable to Lender, (provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same), (iv) a completion guaranty from Guarantor (provided that Lender shall have received a New Non-Consolidation Opinion and a Rating Agency Confirmation with respect to 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, same) or (Dv) a completion bond or letter (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 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 Propertyapplicable Alteration Threshold.

Alterations. Subject to the rights After receiving approval 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 ImprovementsLessor, which consent approval shall not be unreasonably withheld or delayed except with respect to alterations that and which approval may have a material adverse effect on Borrowerbe evidenced by Lessor’s financial condition, the value approval of the Capital Budget, Lessee shall have the right to make such material additions, modifications or improvements to the Leased 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 Incomefrom time to time as Lessee deems desirable for its permitted uses and purposes, provided that non-material additions, modifications and improvements will not require such alterations are made in connection with (a) tenant improvement work performed pursuant to consent and no such action significantly alters the terms of any Lease executed on character or before purposes or significantly detracts from the Closing Date, (b) tenant improvement work performed pursuant to value or operating efficiency thereof and will not significantly impair 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 revenue-producing capability 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 Leased Property (other than during the period such amounts work is being performed) or adversely affect the ability of Lessee to comply with the provisions of this Lease. Except as approved in the Capital Budget, the cost of such additions, modifications or improvements to the Leased Property shall be paid or reimbursed by tenants Lessee, and all such additions, modifications and improvements shall, without payment by Lessor at any time, be included under the Leases) terms of this Lease and upon expiration or earlier termination of this Lease shall at any time equal or exceed $350,000.00 (pass to and become the “Threshold Amount”), Borrower, upon Lender’s request, shall promptly deliver to Lender as security for the payment property 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 Lessor. Notwithstanding anything 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 this Lease to the excess contrary, Lessor retains the right to reconfigure meeting/banquet rooms and guestrooms, with the result thereof being an increase in the number of guestrooms and a decrease in 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 andarea and/or number of meeting/banquet rooms, if cash, may be applied from time to time, all at the option sole cost and expense 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 PropertyLessor.

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 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 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 material adverse effect on BorrowerRestoration in accordance with the terms of this Agreement or as required by Franchisor or a Brand Manager to comply with the Franchisor’s financial conditionor Brand Manager’s standards under the Franchise Agreement or Management Agreement or any (4) PIP required by Franchisor, 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 that are reasonably expected to the terms of have or does have a Material Adverse Effect on any Lease executed on or before the Closing DateIndividual Property, (b) tenant improvement work performed pursuant to the terms and provisions of a Lease and not adversely affecting any that are structural component of any Improvements, in nature or have an adverse effect on 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 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 Borrower and Operating Lessee may, without Lender’s consent, perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration (or are otherwise approved by Lender), (ii) do not materially adversely affect Borrower’s or Operating Lessee’s financial condition or the value or net operating income of tenants to make alterations pursuant the Properties or of any Individual Property, and (iii) are in the ordinary course of Borrower’s and Operating Lessee’s business (it being understood that nothing in this clause (iii) shall prohibit Borrower from carrying out FF&E Work to the terms of their respective Leases, extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved Scheduled PIP Expense). Neither Borrower nor Operating Lessee shall obtain perform any Material Alteration without Lender’s prior written consent not to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except delayed. Lender may, as a condition to giving its consent to a Material Alteration with respect to alterations any one or more Individual Properties, require that may have a material adverse effect on Borrower or Operating Lessee deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s financial conditionand Operating Lessee’s Obligations under the Loan Documents, the value which security may be any of the Property following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or the Net Operating Income. Notwithstanding the foregoing, (iv) other securities acceptable to 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 the case of this clause (a) tenant improvement work performed pursuant iv), Lender shall have received a Rating Agency Confirmation as to the terms form and issuer of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant same. Such security shall be in an amount equal 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 incurred and payable to be incurred with respect to such alterations to the Improvements at the Property such Individual Property(ies) (other than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s or Operating Lessee’s written request and provided each of the conditions below shall at have been satisfied, Lender will disburse funds from any time equal Material Alteration security that is cash to fund (or exceed $350,000.00 reimburse Borrower or Operating Lessee, as applicable, for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s or Operating Lessee’s funding of the cost of the Material Alterations (such reduction being in the “Threshold Amount”amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower, upon ’s or Operating Lessee’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s or Operating Lessee’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s obligations under or Operating Lessee’s written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the Loan Documents any of the following: same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) cashstating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) U.S. Obligationsstating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) other securities having stating that the portion of such Material Alteration to be funded has not been the subject of a rating acceptable previous disbursement and that all prior releases, disbursement, or returns of security have been applied by Borrower or Operating Lessee to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender and in its reasonable discretion that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification balance of the initialcash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material Alteration, orafter giving effect to the requested disbursement, if higherwill be sufficient to cover the remaining cost of such Material Alteration, then current ratings assigned (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services 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 portion of the initial, or, if higher, then current ratings assigned Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower or Operating Lessee. Upon substantial completion of any Securitization. Such security Material Alteration, Borrower or Operating Lessee shall be provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in an amount equal to accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the excess Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the total unpaid amounts with respect to alterations to the Improvements on the Property Material Alteration (other than such amounts to be paid those which depend on the performance of tenant improvement work) have been issued. If Borrower or reimbursed by tenants under the Leases) over the Threshold Amount andOperating Lessee has provided cash security, if cashas provided above, 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 except to the extent necessary applied by Lender to prevent any material adverse effect on fund such Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower or Operating Lessee has provided non-cash security, as provided above, except to the value extent applied by Lender to 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 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.

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 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 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 Borrower may, without Lender’s consent, permit Owner to perform alterations to the rights Improvements and Equipment which (i) do not constitute a Material Alteration, (ii) do not materially adversely affect Borrower’s or Owner’s financial condition or the value or net operating income of tenants to make alterations pursuant the Properties or of any Individual Property, and (iii) are in the ordinary course of Owner’s business (it being understood that nothing in this clause (iii) shall prohibit Owner from carrying out FF&E Work to the terms of their respective Leases, extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved PIP Expense). Borrower shall obtain not permit Owner to perform any Material Alteration without Lender’s prior written consent not to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except delayed. To the extent that the Mortgage Loan is no longer outstanding, Lender may, as a condition to giving its consent to a Material Alteration with respect to alterations any one or more Individual Properties, require that may have a material adverse effect on Borrower deliver (or cause Owner to deliver) to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s financial conditionObligations under the Loan Documents, the value which security may be any of the Property following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or the Net Operating Income. Notwithstanding the foregoing, (iv) other securities acceptable to 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 Lender shall have received a Rating Agency Confirmation as to the terms form and issuer of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant same. Such security shall be in an amount equal 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 incurred and payable to be incurred with respect to such alterations to the Improvements at the Property such Individual Property(ies) (other than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s written request and provided each of the conditions below shall at have been satisfied, Lender will disburse funds from any time equal Material Alteration security that is cash to fund (or exceed $350,000.00 reimburse Borrower or Owner for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s funding of the cost of the Material Alterations (such reduction being in the “Threshold Amount”amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower, upon ’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s obligations under written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the Loan Documents any of the following: same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) cashstating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) U.S. Obligationsstating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) other securities having stating that the portion of such Material Alteration to be funded has not been the subject of a rating acceptable previous disbursement and that all prior releases, disbursement, or returns of security have been applied by Borrower or Owner to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender and in its reasonable discretion that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification balance of the initialcash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material Alteration, orafter giving effect to the requested disbursement, if higherwill be sufficient to cover the remaining cost of such Material Alteration, then current ratings assigned (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services 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 portion of the initial, or, if higher, then current ratings assigned Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower. Upon substantial completion of any Securitization. Such security Material Alteration, Borrower shall be provide (or cause Owner to provide) evidence satisfactory to Lender that (i) the Material Alteration was constructed in an amount equal to accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the excess Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the total unpaid amounts with respect to alterations to the Improvements on the Property Material Alteration (other than such amounts those which depend on the performance of tenant improvement work) have been issued. If Borrower has provided (or caused Owner to be paid or reimbursed by tenants under the Leasesprovide) over the Threshold Amount andcash security, if cashas provided above, 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 except to the extent necessary applied by Lender to prevent any material adverse effect on fund such Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower has provided (or has caused Owner to provide) non-cash security, as provided above, except to the value extent applied by Lender to 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 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 After the rights Completion of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall obtain Improvements (a) 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 that may (i) have a material adverse effect on Borrower’s, Mortgage Borrower’s or First Mezzanine Borrower’s financial condition, condition or the value of the Property or the Net Operating Income. Notwithstanding the foregoingrelated Property, Lender’s consent shall not be required (ii) result in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value reduction of the Property or square footage of 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 related Improvements, (ciii) alterations performed in connection with adversely affect the restoration use or operation of the Property after related Improvements and/or (iv) require an amendment to the occurrence Offering Plan or the Declaration 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 alterationCondominium. 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, 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) U.S. Obligations, Obligations or (Ciii) other securities having a rating reasonably acceptable in all respects 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 Securitization (D) a completion bond or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of provided that such collateral will not less than A-1+ if be required to the term of extent 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 collateral has been deposited with Mortgage Lender pursuant 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 terms of the initial, or, if higher, then current ratings assigned in connection Mortgage Loan Documents or with any SecuritizationFirst Mezzanine Lender pursuant to the terms of the First Mezzanine Loan Documents). 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 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 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 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 Borrower shall not, and shall not permit Senior Mezzanine Borrower, Mortgage Borrower or Baltimore Owner to make alterations pursuant to the terms any alteration of their respective Leases, Borrower shall obtain any Improvement without obtaining Lender’s prior written consent to any alterations to any Improvementssuch alterations, 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 any Borrower’s or Mortgage Borrower’s or Baltimore Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations with respect to the applicable Individual Property (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 in accordance with the terms of this Agreement, (b) tenant improvement work performed pursuant related solely to furniture, fixtures and equipment, (c) have been provided for in the terms and provisions of a Lease and Approved Annual Budget, (d) do not adversely affecting affect any structural component of any ImprovementsImprovements on the applicable Individual Property, 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 the lesser of One Million and 00/100 Dollars (c$1,000,000) alterations or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property or (e) are 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 Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have thirty (30) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which 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 and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such thirty (d30) days, Lender’s approval shall be deemed given. Should Lender fail to approve any structural alteration which costs less than $50,000.00 such request, Lender shall give Borrower written notice setting forth in reasonable detail the aggregate basis 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 alterationdisapproval. 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 from the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) shall at any time equal exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or exceed $350,000.00 three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property (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) cashcash or a Letter of Credit, (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 payment 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 reasonably acceptable to Lender and that that, if required by Lender, 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, and shall be adjusted from time to time to 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 LeasesLeases or the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) 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 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 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 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 '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 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 to any alterations to any Improvements on any Individual Property that may have a material adverse effect on Borrower’s 's financial condition, the use, operation or value of the any Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection Income 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 respect to the terms of any Lease executed on or before the Closing DateIndividual Property, (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) other than alterations performed in connection with the restoration Restoration of the 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 on any Individual 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 No 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: (A1) cash, (B2) U.S. Obligations, (C3) 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 (D4) a completion bond or 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 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 may be applied reduced from time to time, at time by the option of Borrower, 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 applicable Individual Property to the extent necessary to prevent any material adverse effect on the use, operation or value of the applicable Individual Property or the Net Operating Income with respect to the Individual Property.

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 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 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 approval shall be required in connection with any alterations to any ImprovementsImprovements (except tenant improvements under the Xxxxxx & Xxxxxxx 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 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 materially adversely affect Borrower’s financial condition or the value or net operating income of tenants to make alterations pursuant the Properties or of any Individual Property, and (iii) are in the ordinary course of Borrower’s business (it being understood that nothing in this clause (iii) shall prohibit Borrower from carrying out FF&E Work to the terms of their respective Leases, extent the same constitutes an Approved FF&E Expense or PIP Work to the extent the same constitutes an Approved PIP Expense). Borrower shall obtain not perform any Material Alteration without Lender’s prior written consent not to any alterations to any Improvements, which consent shall not be unreasonably withheld withheld, conditioned or delayed except delayed. Lender may, as a condition to giving its consent to a Material Alteration with respect to alterations any one or more Individual Properties, require that may have a material adverse effect on Borrower deliver to Lender security for payment of the cost of such Material Alteration and as additional security for Borrower’s financial conditionObligations under the Loan Documents, the value which security may be any of the Property following: (i) cash, (ii) a Letter of Credit, (iii) U.S. Obligations, or the Net Operating Income. Notwithstanding the foregoing, (iv) other securities acceptable to 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 Lender shall have received a Rating Agency Confirmation as to the terms form and issuer of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant same. Such security shall be in an amount equal 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 incurred and payable to be incurred with respect to such alterations to the Improvements at the Property such Individual Property(ies) (other than such amounts to be paid or reimbursed by tenants under the Leases) in excess of the Alteration Threshold. Not more than once per month during the course of the Material Alteration, upon Borrower’s written request and provided each of the conditions below shall at have been satisfied, Lender will disburse funds from any time equal Material Alteration security that is cash to fund (or exceed $350,000.00 reimburse Borrower for its funding of) the cost of the Material Alterations or, to the extent applicable, provide its written consent to the reduction of any Letter of Credit in consideration of Borrower’s funding of the cost of the Material Alterations (such reduction being in the “Threshold Amount”amount of such funding), in each case, within twenty (20) days following Lender’s receipt of Borrower, upon ’s written request. Lender’s obligation to make disbursements hereunder shall be subject to the satisfaction of each of the following conditions: (x) as of the date of Borrower’s request, shall promptly deliver to Lender as security for the payment of such amounts and as additional security for of the date of disbursement, no Event of Default shall have occurred and be continuing, (y) Borrower’s obligations under written request shall be accompanied by: (1) copies of all bills and invoices evidencing such costs (and the Loan Documents any of the following: same shall be subject to Lender’s reasonable review), (2) an Officer’s Certificate from Borrower (A) cashstating that the items to be funded by the requested disbursement are costs of an approved Material Alteration, and a description thereof, (B) U.S. Obligationsstating that the portion of such approved Material Alteration to be funded by the requested disbursement has been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, (C) other securities having stating that the portion of such Material Alteration to be funded has not been the subject of a rating acceptable previous disbursement and that all prior releases, disbursement, or returns of security have been applied by Borrower to the costs of such Material Alteration in accordance with Borrower’s past requests, (3) evidence satisfactory to Lender and in its reasonable discretion that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification balance of the initialcash portion of the Material Alteration security or the undrawn portion of any Letter of Credit given as security for such Material Alteration, orafter giving effect to the requested disbursement, if higherwill be sufficient to cover the remaining cost of such Material Alteration, then current ratings assigned (4) evidence that all contracts, subcontractors and materialmen who provided work materials or services 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 portion of the initial, or, if higher, then current ratings assigned Material Alterations covered by such disbursement have been paid in full (or will be paid in full from such disbursement) and have delivered appropriate lien waivers and/or releases (or will deliver them in connection with such disbursement); (5) at Lender’s option, but no more frequently than once per calendar quarter, a title search for the related Individual Property indicating that such Individual Property is free from all Liens, claims and other encumbrances not previously approved by Lender and which are not otherwise Permitted Encumbrances, and (6) such other evidence as Lender shall reasonably request to demonstrate that the portion of such Material Alteration to be funded by the requested disbursement has been completed and paid for or will be paid upon such disbursement to Borrower. Upon substantial completion of any Securitization. Such security Material Alteration, Borrower shall be provide evidence satisfactory to Lender that (i) the Material Alteration was constructed in an amount equal to accordance with applicable Legal Requirements, (ii) all contractors, subcontractors, materialmen and professionals who provided work, materials or services in connection with the excess Material Alteration have been paid in full and have delivered unconditional releases of liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the total unpaid amounts with respect to alterations to the Improvements on the Property Material Alteration (other than such amounts to be paid or reimbursed by tenants under those which depend on the Leasesperformance of tenant improvement work) over the Threshold Amount andhave been issued. If Borrower has provided cash security, if cashas provided above, 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 except to the extent necessary applied by Lender to prevent any material adverse effect on fund such Material Alterations, such cash shall be released by Lender to fund such Material Alterations, and if Borrower has provided non-cash security, as provided above, except to the value extent applied by Lender to 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 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 Except with respect to the rights of tenants to make alterations pursuant to the terms of their respective Leasesemergency repairs which require immediate attention, Borrower shall obtain Lender’s prior written consent to any approval shall be required in connection with alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to alterations (a) that are Material Alterations that may have a material adverse effect impact on the use or operation of such Individual Property or on Borrower’s financial condition, ability to make Debt Service payments at any time during the value duration 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 work constituting 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 that are Material Alterations and the cost of which are reasonably anticipated to exceed the terms and provisions of a Lease and not adversely affecting any structural component of any Improvements, any utility Alteration Threshold 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 made 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 alterationEffective Maturity Date. If the total unpaid amounts due and payable contract cost or, if not pursuant to a contract, the anticipated cost, with respect to alterations all Material Alterations to the Improvements at the Property (other than less amounts in any Fund allocated to such amounts to be paid Material Alterations) that are either under contract or reimbursed by tenants under the Leases) have commenced 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 Lender, provided that the applicable Rating Agencies have confirmed in writing that the form and that issuer of same will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned in connection with any Securitization, or (iv) a completion bond, the form and issuer of which 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 all Material Alterations under contract (other than such amounts to be paid or reimbursed by tenants under the LeasesLeases and amounts in any Fund allocated to such alteration) over the Threshold Amount and, if cash, may be applied from time to time, at the option of Borrower, to pay for such alterationsAlteration Threshold. At such time as the option amount of Lenderany security so deposited exceeds the remaining cost to complete the Material Alteration for which such security was deposited, following the occurrence and during the continuance of an Event of Defaultas determined by Lender in its reasonable discretion, Lender may terminate any shall disburse such excess amounts to Borrower upon Borrower’s satisfaction of the alterations and use the deposit to restore the Property to the extent necessary to prevent conditions set forth in Section 5.3.2(b) – (g) as if such disbursement was a disbursement of Net Proceeds. Borrower shall deliver such evidence as Lender may reasonably require that any material adverse effect on the value of the PropertyMaterial Alterations are in compliance with all applicable Legal Requirements.

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 Leases, (a) Borrower shall cause Mortgage Borrower to obtain Mortgage Lender’s prior written consent to any alterations to any ImprovementsImprovements (each, an “Alteration” and collectively, “Alterations”) as and when required pursuant to Section 5.1.21 of the Mortgage Loan Agreement. Following the repayment of the Mortgage Loan in full, Borrower shall obtain the Administrative Agent’s prior written consent to any Alterations, which consent shall not be unreasonably withheld or delayed except with respect to alterations Alterations that may would 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. Notwithstanding the foregoing, LenderAdministrative Agent’s consent shall not be required in connection with any alterations Alterations that (i) will not have a material adverse effect Material Adverse Effect and the cost of any individual Alteration project does not exceed $75,000,000 (the “Threshold Amount”), (ii) any Alterations set forth on Borrower’s financial conditionSchedule 5.1.21 hereto (the “Pre-Approved Alterations”), (iii) Replacements if there are sufficient reserves on deposit in the value Replacement Reserve Fund to pay for such obligations, (iv) that are Required Repairs, (v) to address any life safety issues to avoid imminent danger to the health or safety of Persons at 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, (bvi) tenant improvement work performed pursuant are required to comply with Legal Requirements which will not have a Material Adverse Effect and are not subject to contracts with an aggregate remaining cost in excess of the terms and provisions of a Lease and not adversely affecting any structural component of any ImprovementsThreshold Amount, any utility or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (cvii) alterations 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 the Mortgage Loan Agreement. Administrative Agent shall grant or deny any consent required under this Agreement or Section 5.1.21 within ten (d10) any structural alteration Business Days after the receipt of the applicable request and all documents reasonably necessary in connection therewith. In the event that Administrative Agent fails to respond within such ten (10) Business Day period and such request was marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” and the envelope containing the such notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, and Borrower has submitted a second request for consent after such ten (10) Business Day period accompanied by all documents reasonably necessary in connection therewith, which costs less than $50,000.00 such second notice shall have been marked in bold lettering with the following language: “ADMINISTRATIVE AGENT’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT AMONG THE UNDERSIGNED, ADMINISTRATIVE AGENT, COLLATERAL AGENT AND LENDERS PARTY THERETO” and the envelope containing the Second Notice shall have been marked “PRIORITY-DEEMED APPROVAL MAY APPLY”, then in the aggregate event that Administrative Agent shall fail to respond to such second notice within the ten (10) Business Day period, such failure to respond shall be deemed to be the consent and approval of Administrative Agent to the requested item, provided, that Administrative Agent requesting additional and/or clarified information, in addition to approving or denying any request (in whole or in part), shall be deemed a response by Administrative Agent for all components thereof which constitute such alteration or any non-structural alteration which costs less than $100,000.00 in purposes of the aggregate for all components thereof which constitute such alterationforegoing. If the total unpaid amounts due and payable with respect to any alterations to the Improvements at the Property Property, in the aggregate, shall at any time exceed the Threshold Amount (other than excluding (1) such amounts to be paid or reimbursed by tenants Tenants under the Leases, (2) shall at such amounts for Replacements which are reserved and are permitted to be paid or reimbursed from the Replacement Reserve Fund in accordance with the terms of the Mortgage Loan Agreement, (3) any time equal or exceed $350,000.00 amounts for the construction of the New Hotel Tower pursuant to and in accordance with Section 5.1.21(c) hereof and (4) costs incurred in connection with a Restoration of the “Threshold Amount”Property in accordance with the terms hereunder), Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender Administrative Agent (or cause Mortgage Borrower to cause CPLV Tenant to deliver) such excess amount as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: following (each, an “Alteration Deposit”): (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, Administrative Agent or (D) a completion bond Letter of Credit, provided that any such Alteration Deposit made by CPLV Tenant in cash shall be made into (i) an account of Mortgage Lender or letter of credit issued by a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ (ii) if the term funds are being deposited by CPLV Tenant in an account in the name of such bond or letter CPLV Tenant held by an Eligible Institution subject to a security interest in favor 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 Mortgage Borrower and assigned to Mortgage Lender and that subject to the applicable Rating Agencies have confirmed control of Mortgage Lender pursuant to a deposit or securities account control agreement in writing will notform and substance reasonably satisfactory to Mortgage Lender, 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 such security shall be in an amount equal subject to the excess terms and conditions of the total unpaid amounts with respect CPLV Lease SNDA. Subject to alterations to Section 5.1.21(b) below and the Improvements on the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount andCPLV Lease SNDA, 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 DefaultDefault (other than a CPLV Lease Default so long as Borrower is proceeding to cure (or cause to be cured) subject to the terms and within the time periods set forth in Section 8.3 hereof), Lender unless the amounts are being contested by CPLV Tenant pursuant to contest in good faith and in CPLV Tenant’s prudent business judgment, if amounts are not otherwise paid by CPLV Tenant, Mortgage Borrower or Borrower prior to delinquency, upon two (2) Business Days prior notice to CPLV Tenant, Mortgage Borrower or Borrower, Administrative Agent may terminate apply such security from time to time at the option of Administrative Agent to pay for such Alterations. Notwithstanding any of the alterations and use foregoing to the deposit to restore the Property contrary, no such security and/or Alterations Deposit shall be required to the extent necessary Mortgage Borrower is required to prevent and does provide such security and/or Alterations Deposit (as defined in the Mortgage Loan Agreement) for the same to Mortgage Lender in accordance with the Mortgage Loan Documents. In the event any material adverse effect on Alteration constitutes Material Capital Improvements (as defined in the value CPLV Lease) and no consultant or engineer shall have been engaged by the Mortgage Lender pursuant to Section 5.1.21(a) of the PropertyMortgage Loan Agreement, Administrative Agent shall have the right, at Borrower’s, Mortgage Borrower’s or CPLV Tenant’s cost and expense, to engage an engineer or other construction consultant to conduct inspections during the construction of any such Material Capital Improvements.

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 '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 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 could reasonably be expected to 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 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 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 the Alteration Threshold for such Individual Property (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 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 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, 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 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 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 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 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 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 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 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 15.1 Tenant agrees that it shall not make or allow to be made any alterations, physical additions, or improvements in or to the rights Premises without first obtaining the written consent of tenants Landlord in each instance. As used herein, the term “Minor Alteration” refers to make alterations pursuant an alteration that (a) does not affect the outside appearance of the Building and is not visible from the Common Areas, (b) is non-structural and does not impair the strength or structural integrity of the Building, and (c) does not materially or adversely affect the mechanical, electrical, HVAC or other systems of the Building. Landlord agrees not to the terms of their respective Leases, Borrower shall obtain Lender’s prior written unreasonably withhold condition or delay its 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 IncomeAlteration. Notwithstanding the foregoing, LenderLandlord consents to any repainting, recarpeting, or other purely cosmetic changes or upgrades to the Premises, so long as (i) the aggregate cost of such work is less than $50,000.00 per project (provided that Tenant has not artificially segregated an alteration which by its nature is a single unit or event into smaller increments for purposes of avoiding the necessity of obtaining Landlord’s consent), (ii) such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith, and (iv) such work conforms to the then existing Building standards. At the time of said request, Tenant shall submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and Landlord shall have a period of thirty (30) days therefrom in which to review and approve or disapprove said plans; provided that if Landlord determines in good faith that Landlord requires a third party to assist in reviewing such plans and specifications, Landlord shall instead have a period of forty-five (45) days in which to review and approve or disapprove said plans. Tenant shall pay to Landlord upon demand the actual third-party cost and expense of Landlord in (A) reviewing said plans and specifications, and (B) inspecting the alterations, additions, or improvements to determine whether the same are being performed in accordance Table of Contents with the approved plans and specifications and all laws and requirements of public authorities, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. In any instance where Landlord grants such consent, and permits Tenant to use its own contractors, laborers, materialmen, and others furnishing labor or materials for Tenant’s construction (collectively, “Tenant’s Contractors”), Landlord’s consent shall be deemed conditioned upon each of Tenant’s Contractors (1) working in harmony and not interfering with any laborer utilized by Landlord, Landlord’s contractors, laborers, or materialmen; and (2) furnishing Landlord with evidence of acceptable liability insurance, worker’s compensation coverage and if required by Landlord for projects costing over $100,000, completion bonding, and if at any time such entry by one or more persons furnishing labor or materials for Tenant’s work shall cause such disharmony or interference, Tenant shall suspend such work until such harmony is restored or such interference abates. If Tenant is using Tenant’s Contractors for Tenant’s construction, the contract with such Tenant’s Contractor(s) shall be fully executed and delivered by Tenant and Tenant’s Contractor(s) prior to the commencement of construction. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, additions, or improvements and for final approval thereof upon completion, and shall cause any alterations, additions, or improvements to be performed in compliance therewith and with all Applicable Laws (including without limitation, California Energy Code, Title 24) and all requirements of public authorities and with all applicable requirements of insurance bodies. All alterations, additions, or improvements shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to be better than (a) the original installations of the Building, or (b) the then standards for the Comparable Building. Upon the completion of work and upon request by Landlord, Tenant shall provide Landlord copies of all waivers or releases of lien from each of Tenant’s Contractors. No alterations, modifications, or additions to the Project or the Premises shall be removed by Tenant either during the Term or upon the Expiration Date or the Termination Date without the express written approval of Landlord. Tenant shall not be required entitled to any reimbursement or compensation resulting from its payment of the cost of constructing all or any portion of said improvements or modifications thereto unless otherwise expressly agreed by Landlord in writing. Notwithstanding anything to the contrary in this Lease, Landlord shall be deemed to have acted reasonably in disapproving plans or designs if Landlord determines in good faith that the matter disapproved constitutes or would create a Design Problem (as defined below). As used herein, a “Design Problem” shall mean (i) adverse effect on the structural integrity of the Building; (ii) reasonably likely damage to the Building’s systems; (iii) non-compliance with applicable codes; (iv) adverse effect on the exterior appearance of the Building; (v) reasonably likely creation of unusual expenses to be incurred upon the removal of the alteration or improvement and the restoration of the Premises upon termination of this Lease, unless Tenant agrees to pay for the incremental removal costs caused by the non-typical alterations; (vi) reasonably likely creation of unusual expenses to be incurred in connection with any alterations that will not have the maintenance by Landlord of the alteration or improvement, unless Tenant agrees to pay for the incremental maintenance costs caused by the non-typical alterations, (vii) a material adverse effect on Borrower’s financial conditionany other tenant or occupant of the Building, (viii) creation of an obligation to make other alterations, additions or improvements to the Premises or Common Areas in order to comply with applicable laws (including, without limitation, the value of the Property or the Net Operating Income, provided that such alterations are made in connection Americans with (aDisabilities Act) 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, unless Tenant agrees to pay for such alterations. At the option of Lenderchanges, 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 (ix) adverse effect on the value LEED rating of the PropertyBuilding, or (x) reasonably likely increase in the premiums for property or liability insurance carried by Landlord, unless Tenant agrees to pay for the incremental increase in cost.

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 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 Any 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 such Borrower’s financial condition or the value or net operating income of tenants to make alterations pursuant to such Property and (iii) are in the terms ordinary course of their respective Leases, such Borrower’s business. No Borrower shall obtain perform any Material Alteration without 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, so long as no Event of Default is continuing. 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 Borrowers deliver to Lender as security for the payment of the cost of such amounts Material Alteration and as additional security for Borrower’s obligations Borrowers’ 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, 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 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 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, Borrowers shall provide evidence reasonably 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 liens, and (iii) all material licenses and permits necessary for the use, operation and occupancy of the Material Alteration (other than those which depend on the performance of tenant improvement work) have been issued. If Borrowers have provided cash security, as provided above, such cash shall be released by Lender to fund such Material Alterations as work progresses subject to any reasonable disbursement conditions established by Lender, following the occurrence and during the continuance of an Event of Defaultif Borrowers have provided non-cash security, Lender may terminate any of the alterations and use the deposit to restore the Property 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 promptly release and return such security upon Borrowers’ 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 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 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 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 to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower Issuers shall obtain LenderTrustee’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, LenderTrustee’s consent shall not be required in connection with (i) any alterations in connection with Required Repairs, Replacements or Restorations performed in accordance with the terms and provisions of this Indenture, (ii) alterations provided for in any Annual Budget, (iii) (A) any emergency alterations in response to a material threat of danger to the safety and well-being of hotels guests and employees of Issuers or a material threat of injury to or destruction of the Improvements or (B) alterations that are required by a change in the applicable law, provided that, in the case of clause (A) or (B), Issuers shall give notice thereof to Trustee, together with a reasonably detailed description of the alteration and the emergency or change in law giving rise to such alteration (it being understood and agreed that if the cost of such alterations exceed $2,000,000, the excess costs shall be the liability of the Issuers in accordance with Section 9.03(a)(vi) until such alteration has been approved by Servicer for the Trustee, such approval not to be unreasonably withheld, conditioned or delayed); or (iv) alterations that will not have a material adverse effect on Borrower’s financial condition, the value of the Property or the Net Operating Income, Material Adverse Effect; provided that such the alterations under clause (iv) above (I) are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the Closing Date, date hereof or (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 Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty in accordance with the terms Improvements and provisions of this Agreement or (d) any structural alteration which costs less than $50,000.00 in the aggregate for all components cost thereof which constitute such alteration or any non-structural alteration which costs less than does not exceed Five Hundred Thousand and 00/100 Dollars ($100,000.00 in the aggregate for all components thereof which constitute such alteration500,000). 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 to be paid from any applicable Reserve Fund) shall at any time equal or exceed Five Hundred Thousand and 00/100 Dollars ($350,000.00 500,000) (the “Threshold Amount”), Borrower, upon Lender’s request, Issuers shall promptly deliver to Lender Trustee as security for the payment of such amounts and as additional security for Borrower’s Issuers’ obligations under the Loan Financing Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender Trustee 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 Trustee 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 Threshold Amount and, if cashsubject to the terms of Section 10.06, may be applied Trustee shall (or, with respect to a letter of credit or performance bond, may) apply such security from time to time, at the option of Borrower, time to pay for such alterations. At alterations in accordance with the option of Lender, following the occurrence procedures and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit to restore the Property requirements set forth in Section 10.03 relating to the extent necessary to prevent any material adverse effect on disbursement of funds from the value of the PropertyReplacement Reserve Account.

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, on the Property, 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 alterations, additions, reconfiguration, renovations or demolition performed with respect to the aggregate for all components thereof which constitute such alteration JC Penney Space following the expiration of the JC Penney Lease pursuant to the terms and provisions of one or any non-structural alteration which costs less than $100,000.00 in more Leases of the aggregate for all components thereof which constitute such alterationJC Penney Space. 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 Million Five Hundred Thousand and 00/100 Dollars ($350,000.00 2,500,000) (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 '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 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.. Borrower may request a waiver from Lender of the requirement for such security, and Lender shall respond to such request within ten (10) Business Days

Alterations. Subject to the rights of tenants to make alterations pursuant to the terms of their respective Leases, Borrower shall not be required to obtain LenderAgent’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed Improvements except with respect as required pursuant to alterations that may have a material adverse effect on Borrower’s financial condition, this Section 4.1.11 and pursuant to the value of the Property or the Net Operating IncomeRestoration provisions herein. Notwithstanding the foregoing, LenderAgent’s consent shall not be required in connection with any alterations (a) to the extent not in violation of subsection (b) hereof, for any repairs or capital improvements required pursuant to this Agreement, (b) that will not have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect upon completion of such alterations (the parties acknowledging that the following alterations may have a Material Adverse Effect and therefore shall be subject to Agent consent, which consent shall not be unreasonably withheld, conditioned or delayed: (i) any alteration which results in a reduction of the square footage of the Improvements, including, without limitation, a reduction in the number of hotel rooms or a reduction in the square footage of the meeting space; and (ii) any alteration which materially adversely affects the use or operation of the Improvements), and such alterations shall be subject to contracts, the value aggregate remaining cost of the Property or the Net Operating Income, provided that such alterations which are made in connection with (a) tenant improvement work performed pursuant no more than an amount equal 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 ImprovementsAlteration Threshold, (c) alterations that are specifically provided for in the Approved Annual Budget (to the extent Agent had an approval right with respect to such Approved Annual Budget pursuant to Section 4.1.7(h) and approved the same) or otherwise consented to by Agent, (d) that are related to a tenant improvement the cost of which is either (i) to be paid by the Tenant pursuant to a Lease entered into in accordance with the terms of this Agreement or (ii) to be paid by Borrower pursuant to a Lease permitted under this Loan Agreement, (e) are performed in connection with the restoration of the Property a Restoration after the occurrence of a casualty Casualty in accordance with the terms and provisions of this Agreement, (f) to the extent not in violation of subsection (b) hereof, for replacements if there are sufficient reserves on deposit with Agent, Manager or in a Borrower’s Account pursuant to the Management Agreement for such amounts to pay for such obligations, (g) constitute decorative work performed in the ordinary course of business that are paid out of the Manager reserves for FF&E, (h) intentionally omitted, (i) are required by any applicable Legal Requirements, including, without limitation, Local Law 11, or (dj) any structural alteration which costs less than $50,000.00 in the aggregate for all components thereof which constitute such alteration relate to life, health or any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationsafety matters. If the total unpaid amounts due incurred and payable to be incurred with respect to any alterations to the Improvements shall at any time exceed the Property Alteration Threshold (other than (i) such amounts to be paid or reimbursed by tenants Tenants under the Leases, (ii) shall at any time equal the costs incurred in connection with a Restoration of the Property, or exceed $350,000.00 (the “Threshold Amount”iii) such amounts for which sufficient reserves are on deposit with Agent or Manager), 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 under the Loan Documents (including, without limitation, the payment and performance by Borrower of its obligations which constitute the Debt) any of the following: (A) cashCash or Cash Equivalents, (B) U.S. Obligations, (C) other securities having a rating 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, Agent or (DC) 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 Credit (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“Alteration Security”). 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 Tenants under the Leases) over the Alteration Threshold. Provided that no Event of Default shall then exist, any such amounts held by Agent pursuant to this Section 4.1.11 (less a ten percent (10%) retainage which shall be held by Agent until the applicable alterations have been completed) shall be disbursed to Borrower within five (5) Business Days after receipt of Borrower’s request of such disbursement upon Agent being furnished with (A) evidence reasonably satisfactory to Agent of Borrower’s expenditure of such amounts above the Alteration Threshold Amount andtogether with copies of all contracts, statements and invoices regarding such work, (B) an officer’s certificate from Borrower certifying that such work has been completed in accordance with the applicable plans and specifications and all Legal Requirements and (C) such lien waivers, notices of completion, sworn contractor’s statements and other statements as Agent may reasonably request. Provided that no Event of Default has occurred and is continuing, the ten percent (10%) retainage shall be disbursed to Borrower upon the completion of such alteration, Borrower’s satisfaction of items (A) through (C) above and Borrower’s delivery to Agent of a copy of any certificate of occupancy or compliance certificate required to be issued in connection with such alteration by any Governmental Authority. 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. Notwithstanding anything to the contrary contained herein, Borrower shall not commence any alterations to the Improvements without obtaining a permit or waiver, if cashapplicable, 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 PropertyLandmarks Preservation Commission.

Alterations. Subject to Effective as of 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 conditionFifth Amendment Effective Date, the value following sentences of Section 9.C.(2) of the Property or Original Lease (as amended by Section 9 of the Net Operating IncomeSecond Amendment) shall be deleted in their entirety: “For any Alterations the cost of which exceeds $10,000, Tenant shall pay to Landlord (within 30 days after receipt of an invoice from Landlord) a fee for Landlord’s oversight and coordination thereof. Notwithstanding If Tenant employs a third-party project manager to oversee and coordinate the foregoingconstruction, Lender’s consent shall not and if that manager is found by Landlord, before construction of the Alterations begins, to be required reasonably acceptable, then the amount of the fee payable to Landlord is equal to 3.5% of the cost of such Alterations in connection with any alterations that will not have a material adverse effect on Borrower’s financial conditionexcess of $10,000; otherwise, the value amount of the Property or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant fee payable to the terms of any Lease executed on or before the Closing Date, (b) tenant improvement work performed pursuant Landlord is equal 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 5% of the Property after cost of such Alterations in excess of $10,000.” All Alterations constructed in the occurrence of a casualty Premises shall be constructed in accordance with the terms and provisions Lease (including Section 9.C, as amended above). Without limiting Landlord’s approval rights or Tenant’s obligations under Section 9.C.(2) of this Agreement the Original Lease, Tenant acknowledges that Landlord is not obligated to provide construction management or (d) any structural alteration which costs less than $50,000.00 in the aggregate supervision services 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 Tenant with respect to alterations the construction of any Tenant Alterations within the Premises. However, if requested by Tenant, Landlord will act (or to cause its property manager to act) as Tenant’s construction manager with respect to any Alterations constructed by Tenant within the Improvements at the Property (other than such amounts Premises costing in excess of $10,000, subject to agreement by Landlord and Tenant on a construction management fee to be paid or reimbursed by tenants under Tenant therefor (not to exceed three and one-half percent (3.5%) of 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 cost of such amounts Alterations) and as additional security for Borrower’s obligations under the Loan Documents any execution 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 separate written agreement for such alterations. At the option of Lender, following the occurrence services in form and during the continuance of an Event of Default, Lender may terminate any of the alterations substance agreed by Landlord and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyTenant.

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 '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 42 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 Borrower shall not, and shall not permit Mortgage Borrower or Baltimore Owner to make alterations pursuant to the terms any alteration of their respective Leases, Borrower shall obtain any Improvement without obtaining Lender’s prior written consent to any alterations to any Improvementssuch alterations, 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 any Borrower’s or Mortgage Borrower’s or Baltimore Owner’s financial condition, the value of the applicable Individual Property or the Net Operating Income, provided that such alterations with respect to the applicable Individual Property (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 in accordance with the terms of this Agreement, (b) tenant improvement work performed pursuant related solely to furniture, fixtures and equipment, (c) have been provided for in the terms and provisions of a Lease and Approved Annual Budget, (d) do not adversely affecting affect any structural component of any ImprovementsImprovements on the applicable Individual Property, 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 the lesser of One Million and 00/100 Dollars (c$1,000,000) alterations or three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property or (e) are 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 Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have thirty (30) days from receipt of written request and any and all reasonably required information and documentation relating thereto in which 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 and Lender’s consent will be deemed given if there is no response by Lender. If Lender fails to approve or disapprove the request within such thirty (d30) days, Lender’s approval shall be deemed given. Should Lender fail to approve any structural alteration which costs less than $50,000.00 such request, Lender shall give Borrower written notice setting forth in reasonable detail the aggregate basis 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 alterationdisapproval. 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 from the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) shall at any time equal exceed the lesser of One Million and 00/100 Dollars ($1,000,000) or exceed $350,000.00 three percent (3%) of the Release Amount (as defined in the Mortgage Loan Agreement) attributed to such Individual Property (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) cashcash or a Letter of Credit, (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 payment 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 reasonably acceptable to Lender and that that, if required by Lender, 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, and shall be adjusted from time to time to 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 LeasesLeases or the Reserve Funds established and maintained pursuant to the Mortgage Loan Documents or the Loan Documents) 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 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 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, 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 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 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 $350,000.00 100,000.00 (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 Notwithstanding any of the alterations and use the deposit to restore the Property provision herein to the extent necessary contrary, failure of Lender to prevent any material adverse effect approve or disapprove a request made pursuant to this Section 5.1.21 within fifteen (15) days of receipt of Borrower’s request for same shall constitute approval provided that (a) on the value face of the Propertyany such request, Borrower clearly states in bold, all capital lettering that Lender’s failure to respond in such time period shall be deemed approval thereof, and (b) such request shall be accompanied by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove such matter.

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 (db) 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, Each Borrower shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements affecting the Property or Properties owned by such Borrower, 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 any 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 this Agreement, or (d) alterations at any Property that will not have a material adverse effect on any 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 Improvements, and (ciii) alterations performed the aggregate cost thereof does not exceed, for any Property in connection with any annual period, the restoration greater of: (A) 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, 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, 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. 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 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 to the rights of tenants to make alterations pursuant to the terms of their respective Leasesthis Section 5.1.22, Borrower shall obtain Lender’s prior written consent to any alterations by Borrower 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 (a) to be undertaken by a Tenant and for which Borrower does not have approval rights under the applicable Lease, (b) that will not have a material adverse effect on Borrower’s financial condition, Material Adverse Effect and do not affect the value structural integrity 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 are 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 an 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) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Alteration Threshold, Borrowerthen, upon Lender’s requestin either case, 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 that, at Lender’s option, the applicable 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 (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 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 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 Alteration Threshold Amount and, if cash, may be applied from and Lender shall make such funds available to Borrower up to one time to time, at the option of Borrower, per month on a progress payment basis to pay for such alterations upon satisfaction of customary disbursement requirements and, promptly upon completion of such alterations, shall deliver any remaining funds then being held by Lender to Borrower. At Notwithstanding anything to the option contrary contained herein, Borrower shall obtain Lender’s prior consent prior to the commencement of Lender, following the occurrence and during the continuance construction of an Event of Default, Lender may terminate a building on any portion of the alterations and use the deposit to restore the Property to the extent necessary to prevent any material adverse effect 70.99 acre parcel of land shown on the value Exhibit B attached hereto which constitutes a portion of the Property.Individual Property located at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx Xxxx, Xxxxxxx. -77-

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 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 Property.Debt). (k)

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 to any Improvements (except tenant improvements under any Lease approved by Lender or under any Lease for which approval was 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 required by Lender under this Agreement) (a) tenant improvement work performed pursuant to adversely affecting structural components of the terms Property, utilities, HVAC or the exterior of any Lease executed on or before the Closing Datebuilding, (b) tenant improvement work performed pursuant to the terms and provisions of that may have a Lease and not adversely affecting any structural component of any Improvements, any utility Material Adverse Effect 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 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 reasonable 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 followingfollowing selected by Borrower: (Ai) cash, (Bii) Letters of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating reasonably 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 '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 its 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 its 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 (1) Borrowers shall obtain LenderAdministrative Agent’s prior written consent to any alterations to any Improvementsconsent, which consent shall not be unreasonably withheld or delayed except withheld, to any Alterations to any Improvements on any Individual Property the cost of which (exclusive of previously expended soft costs) is in excess of the greater of (x) ten percent (10%) of the appraised value of such Individual Property and (y) $5,000,000, provided that such consent shall be based on information provided by Borrowers with respect to alterations that may have a material adverse effect on Borrower’s financial condition, such Alterations consistent in form and detail with the value of information provided by Borrower in the Property or Pre-Approval Letter with respect to the Net Operating IncomeAlterations described therein. Notwithstanding the foregoing, LenderAdministrative Agent’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 Alterations in connection with (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 entered into by any Borrower in accordance with the terms of this Agreement 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 ImprovementsImprovements at any Individual Property, or (ciii) alterations 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 Alterations to the Improvements at any Individual Property including any Unfunded Tenant Allowances applicable to the Individual Property (other than such (x) previously expended soft costs and (y) 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, Borrowers shall promptly deliver to Lender Administrative Agent as security for the payment of such amounts in excess of the Alteration Threshold and as additional security for Borrower’s Borrower Parties’ 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 Rating Agencies have confirmed in writing will notAdministrative Agent, 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 Person having a rating by Standard & Poor’s Ratings Group S&P 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 Person having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will notAdministrative Agent, in and (E) a Letter of itselfCredit, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with any Securitization. Such which such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations such Alterations to the Improvements including any Unfunded Tenant Allowances applicable to the Individual Property 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, and may be applied reduced from time to time, time at the option request of Borrower, Borrowers to pay for the cost estimated by Borrowers and reasonably approved by Administrative Agent to complete 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 Alterations and use the deposit to restore the such Individual Property to the extent necessary to prevent any material adverse effect a Material Adverse Effect on the value applicable Individual Property, or (F) cause an Acceptable Indemnitor to execute and deliver to Administrative an Alteration Indemnity in the form attached hereto as Exhibit G) with respect to such Alterations, such Alteration Indemnity to be in an amount equal to the excess of the Property.total unpaid amounts with respect to such Alterations to the Improvements including any Unfunded Tenant Allowances applicable to the Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Alteration Threshold. 100

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 affecting the Property, 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 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 (a) alterations performed pursuant to the terms of any Lease executed on or before the date hereof (which shall include, for the avoidance of doubt, any alterations required to be performed by the Landlord pursuant to the Freeport Lease or the ACA Lease), (b) alterations 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 (which shall include, for the avoidance of doubt, any alterations required to be performed by the Landlord pursuant to such approved Lease) (c) alterations performed in connection with the Restoration of the Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement, or (d) alterations at the Property 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 that, in the case of clause (d), such alterations (i) are made in connection with (a) tenant improvement 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, (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 Improvements, and (ciii) alterations performed the aggregate cost thereof does not exceed, for the Property in connection with the restoration any annual period, three percent (3%) 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 alterationLoan Amount. If the total unpaid amounts due and payable with respect to alterations to the any 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 twenty percent (20%) of the Loan Amount (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) 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+ “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 ‑64 ‑ 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 applicable 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 Leases, Borrower and Operating Lessee 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 would be reasonably likely to have a material adverse effect on Borrower’s and Operating Lessee’s financial condition, taken as a whole, the value of the applicable Individual Property or the Net Operating Income. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations (a) for Required Repairs, (b) that will not have a material adverse effect on Borrower’s or Operating Lessee’s financial condition, taken as a whole, or the value of the applicable Individual Property or the Net Operating Incomeupon completion of such alterations, provided that and such alterations are made in connection shall 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 is no more than the greater of (ax) tenant improvement work performed pursuant to $500,000 and (y) five percent (5%) of the terms of any Lease executed on or before Total Release Amount for such Individual Property (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“Threshold Amount”), (c) alterations that are specifically provided for in the Approved Annual Budget or otherwise consented to by Lender and shall be funded from the Reserve Funds in accordance with this Agreement or from amounts disbursed to Borrower in accordance with the Loan Documents, (d) that are related to a tenant improvement the cost of which is to be paid by the tenant pursuant to an existing Lease or a Lease entered into in accordance with the terms of this Agreement, (e) that are 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, (f) for Replacements if there are sufficient reserves on deposit in the Replacement Reserve Fund to pay for such obligations, (g) for PIP work made pursuant to a Project Improvement Plan, (h) that are made by a Brand Manager in accordance with the applicable Management Agreement and which do not require or permit the consent of the applicable Individual Borrower or Operating Lessee, (i) that are for decorative work performed in the ordinary course of business, (j) that are alterations required for life/safety purposes or required by applicable law, or (dk) as preapproved and set forth on Schedule 5.1.22 (the “Pre-Approved Alterations” and the alterations described in clauses (a) through (k), the “Approved Alterations”). With respect to any structural alteration which costs less than $50,000.00 Alteration requested to be made by a Brand Manager that is not a Pre-Approved Alteration, Lender shall respond to such request for consent subject to the standards for consent set forth in the aggregate applicable Management Agreement, provided that such request shall either be sent (A) by the Brand Manager simultaneously to Lender or (B) by Borrower or Operating Lessee within two (2) Business Days following Borrower’s or Operating Lessee’s receipt of such request for all components thereof which constitute consent or approval from the applicable Brand Manager and such alteration request delivered by Borrower or any non-structural alteration which costs less than $100,000.00 in Operating Lessee shall include the aggregate applicable deadline for all components thereof which constitute such alterationproviding a response. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the any Individual Property (other than (I) such amounts to be paid or reimbursed by tenants under the Leases, (II) the costs incurred in connection with the Restoration of an Individual Property, (III) such amounts for which sufficient reserves are on deposit in the Replacement Reserve Fund or (IV) the Pre-Approved Alterations) shall at any time equal or exceed $350,000.00 five percent (5%) of the “Threshold Amount”)Total Release Amount for an Individual Property, Borrower, upon Lender’s request, Borrower and/or 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: following with respect to such alterations exceeding the Threshold Amount (the “Alterations Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that and, after a Securitization, 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 Securitization, respect 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 Credit. Each such bond or letter of credit is no longer than three Alterations Deposit shall (3i) 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 the 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 and (ii) be applied disbursed from time to time, time by Lender to Borrower for completion of the Alterations at the option applicable Individual Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the Alterations for which payment is requested, (2) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall be continuing, and (3) such request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the Alterations at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of $25,000 and any licenses, permits or other approvals by any Governmental Authority required in connection with the applicable portion of the Alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the Alterations to be funded by the requested disbursement and (z) stating that each such contractor has been paid or will have been paid in full upon such disbursement. Each Alterations Deposit shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.1.22, shall constitute additional security for the Debt and Other Obligations under the Loan Documents. Upon the completion of the Alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to pay for such alterations. At the option of Lenderbe made, following the occurrence and during the continuance of an no Event of DefaultDefault shall be continuing and (2) such request shall be accompanied by an Officer’s Certificate stating that the Alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, Lender may terminate such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, in each case, with respect to any invoices in excess of the alterations $25,000 and use the deposit to restore the Property any licenses, permits or other approvals by any Governmental Authority required in connection with Alterations (to the extent necessary to prevent not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the Alterations has been paid in full or will have been paid in full upon such disbursement. At any material adverse effect on time that Lender’s approval is required under this Section 5.1.22, provided no Event of Default is continuing, Lender’s approval shall be deemed granted if the value of the PropertyDeemed Approval Requirements have been satisfied with respect thereto.

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 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 to any Improvements (except tenant improvements under any Lease approved by Lender or under any Lease for which approval was 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 required by Lender under this Agreement) (a) tenant improvement work performed pursuant to adversely affecting structural components of the terms Property, utilities, HVAC or the exterior of any Lease executed on or before the Closing Datebuilding, (b) tenant improvement work performed pursuant to the terms and provisions of that may have a Lease and not adversely affecting any structural component of any Improvements, any utility Material Adverse Effect 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 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 reasonable 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 's obligations under the Loan Documents any of the followingfollowing selected by Borrower: (Ai) cash, (Bii) Letters of Credit, (iii) U.S. Obligations, (Civ) other securities having a rating reasonably 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 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 to any Improvements (a) tenant improvement work performed pursuant that would reasonably be expected to the terms of any Lease executed on or before the Closing Datehave a Material Adverse Effect, (b) tenant the cost of which (including any related alteration, improvement work or replacement) is reasonably anticipated to exceed the Alteration Threshold, or (c) that are structural in nature, except for (w) any alterations 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 as a part of any Improvements, (c) alterations performed in connection with the restoration of the Property after the occurrence of a casualty Restoration in accordance with the terms and provisions of this Agreement or Section 9.4 hereof, (dx) any structural alteration which costs less than $50,000.00 alterations or tenant improvements being made expressly pursuant to existing Leases that have been reviewed and approved by Lender, (y) alterations specifically provided for in the aggregate for all components thereof which constitute such alteration or Annual Approved Budget, and (z) any non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationImmediate Repairs. 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 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 (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 of itself, result in a downgrade, withdrawal or qualification issuer 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 by (provided that Lender shall have received a financial institution having a rating by Standard & Poor’s Ratings Group of not less than A-1+ if Rating Agency Confirmation as to 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 form and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification issuer 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, Each Borrower shall obtain Lender’s prior written consent to any alterations to any ImprovementsImprovements affecting the Property or Properties owned by such Borrower, 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 any 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 this Agreement, or (d) alterations at any Property that will not have a material adverse effect on any 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 Improvements, and (ciii) alterations performed the aggregate cost thereof does not exceed, for any Property in connection with any annual period, the restoration greater of: (A) 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, 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, 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. 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 Notwithstanding the option foregoing provisions of Lenderthis Section 5.1.21 to the contrary, following it is acknowledged that the occurrence and during tenant at the continuance of an Event of DefaultApria Health Care store in Indianapolis which is subject to a Lease with a Borrower, Lender may terminate any of the desires to make certain alterations and use install certain tenant improvements more particularly described in Schedule XI attached hereto at tenant’s own expense, and it is acknowledged that such Borrower and such tenant shall not require any consent from Lender to install such alterations and tenant improvements, so long as such work is in accordance with such Schedule XI, provided Manager and/or the deposit Borrower that owns such Property shall be responsible for taking commercially reasonable steps in causing such tenant to restore the Property take appropriate corrective action if such alterations and tenant improvements fail to the extent necessary comply with applicable Legal Requirements and shall pursue appropriate remedies if such tenant permits any mechanic’s liens in respect of such work to prevent any material adverse effect on the value be filed of the Propertyrecord.

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: (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. 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 LeasesBorrower or Operating Lessee, Borrower as applicable, 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 would be reasonably likely to 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 to the Property that (a) intentionally omitted, (b) upon completion of same, will not have a material adverse effect on Borrower’s financial conditionMaterial Adverse Effect and provided that the cost thereof, when aggregated with the value cost of all other alterations undertaken at the Property in the applicable calendar year is less than $35,000,000 (the “Threshold Consent Amount”), provided, that any amounts expended for alterations pursuant to clauses (a), (c)(ii), (c)(iii), and (d) through (g) of this Section 5.1.22 shall not be included toward the calculation of the Property or the Net Operating Income, provided that aggregate annual costs of such alterations are made in connection with (a) tenant improvement work performed pursuant to for purposes of 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 ImprovementsThreshold Consent Amount, (c) alterations are (i) specifically provided for in the Approved Annual Budget, (ii) a permitted variance for health, life and safety items under the Management Agreement or (iii) otherwise consented to by Lender and to be funded from the Reserve Funds or either the Borrower Remainder Account or the Operating Lessee Remainder Account (as each are defined in the applicable Cash Management Agreement) in accordance with this Agreement, (d) constitute a tenant improvement required to be made under a Lease existing on the Closing Date or a Lease entered into after the Closing Date in accordance with the terms of this Agreement, (e) are performed in connection with the restoration Restoration of the Property after the occurrence of a casualty undertaken in accordance with the terms and provisions of this Agreement Agreement, (f) are for Replacements if there are sufficient reserves on deposit in the Replacement Reserve Account (or the FF&E Account) to pay for such obligations, (g) constitute decorative work performed in the ordinary course of business that are paid out of the Manager Accounts for payment of FF&E costs, or (dh) any structural alteration which costs less than $50,000.00 in are required to be performed pursuant to the aggregate for all components thereof which constitute such alteration terms of the Management Agreement, provided that Borrower or any non-structural alteration which costs less than $100,000.00 in Operating Lessee, as applicable, does not otherwise have a right to consent thereto pursuant to the aggregate for all components thereof which constitute such alterationManagement Agreement. If the total unpaid amounts due and payable with respect to alterations to the Improvements being conducted at the Property (other than such amounts to be paid or reimbursed by tenants under excluding alterations of the Leaseskind described in clauses (a), (c)(ii), (c)(iii), and (d) through (g) of the preceding sentence) shall at any time equal or exceed $350,000.00 four percent (4%) of the original principal balance of the Loan (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: following in any amount sufficient to cover the excess of the aggregate cost of such alterations over the Threshold Amount (the “Alterations Deposit”): (A) cash, (B) U.S. Obligations, (C) other securities having a rating reasonably acceptable to Lender and that and, after a Securitization, 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 Securitization, respect to such securities or (D) a Letter of Credit. The Alterations Deposit shall be disbursed from time to time by Lender to Borrower or Operating Lessee for completion bond or letter of credit issued the alterations at the Property upon the satisfaction of the following conditions: (1) Borrower shall submit a request for payment to Lender at least five (5) Business Days prior to the date on which Borrower requests that such payment be made, which request for payment shall specify the alterations for which payment is requested, (2) on the date such request is received by a financial institution having a rating by Standard & Poor’s Ratings Group Lender and on the date such payment is to be made, no Event of not less than A-1+ if the term of such bond or letter of credit is no longer than three Default shall be continuing, and (3) months orsuch request shall be accompanied by an Officer’s Certificate (x) stating that the applicable portion of the alterations at the Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, if such term is Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, and with respect to any invoices in excess of three (3) months$25,000, issued copies of any licenses, permits or other approvals 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 any Governmental Authority required in connection with any Securitizationthe applicable portion of the alterations, (y) identifying each contractor that supplied materials or labor in connection with the applicable portion of the alterations to be funded by the requested disbursement and (z) stating that, upon such disbursement, each such contractor has been paid or will have been paid in full for all amounts then due and owing to such contractor. Such security Each Alterations Deposit shall be held by Lender in an amount equal to interest-bearing account and, until disbursed in accordance with the excess provisions of this Section 5.1.22, shall constitute additional security for the Debt and other obligations under the Loan Documents. Upon the completion of the total unpaid amounts alterations in respect of which any Alteration Deposit is being held, Lender shall promptly return to Borrower any remaining portion of the Alterations Deposit upon the request of Borrower, provided that (1) on the date such request is received by Lender and on the date such disbursement is to be made, no Event of Default shall be continuing, and (2) such request shall be accompanied by an Officer’s Certificate stating that the alterations have been fully completed in good and workmanlike manner and in accordance with all applicable Legal Requirements, such Officer’s Certificate to be accompanied by copies of paid invoices or copies of invoices to be paid, as applicable, and, with respect to any invoices in excess of $25,000, copies of any licenses, permits or other approvals by any Governmental Authority required in connection with 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 not received by Lender in connection with prior disbursement requests) and stating that each contractor providing services in connection with the value of the Propertyalterations has been paid in full or will have been paid in full upon such disbursement.

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 delayed, except with respect that Lender's consent (if required) may be withheld in its sole discretion if such alterations are reasonably likely to alterations that may have a material adverse effect on Borrower’s financial condition, the value of the applicable 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 (a) Borrower is obligated to perform in order to comply with its obligations under a Lease or to comply with Legal Requirements or (b) will not have a material adverse effect on Borrower’s financial condition, the value of the applicable Individual Property or the Net Operating Incomeapplicable Individual Property’s net operating income, provided or (c) alterations that such alterations (i) are made in connection with (a) tenant improvement work performed pursuant to the terms of any the related Lease executed on or before existing as of the Closing DateDate or which has been entered into in accordance with the requirements of this Agreement, (bii) tenant improvement work performed pursuant do not exceed, in the aggregate for all alterations then planned for all Individual Properties in any Fiscal Year, more than one percent (1%) of the outstanding principal amount of the Loan (and with respect to each Individual Property then subject to any such alterations, five percent (5%) of the terms and provisions aggregate Release Amount for such Individual Property, provided that in no event shall the costs of a Lease and not adversely affecting such alterations with respect to any structural component Individual Property, in the case of any Improvementsone Individual Property, or when aggregated with the costs of alterations with respect to any utility other Properties, exceed one percent (1%) of the outstanding principal amount of the Loan), and (iii) are provided for in the Approved Annual Budget or HVAC system contained in any Improvements or the exterior of any building constituting a part of any Improvements, (cd) alterations are 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 an Individual Property (other than such amounts to be paid or reimbursed by tenants Master Tenant under the LeasesMaster Lease) shall at any time exceed (x) with respect to any Individual Property then subject to any alterations, an amount equal to five percent (5%) of the Release Amount for such Individual Property or exceed $350,000.00 (y) with respect to all the Properties in the aggregate, an amount equal to five percent (5%) of the outstanding principal balance of the Loan (each of (x) and (y), “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, Obligations (C) other securities having a rating reasonably acceptable to Lender and that and, at Lender’s option, with respect to which 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 with any Securitization, Rating Agency Confirmation 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 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. 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 for which purpose Reserve Funds are on deposit) 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 its 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 its 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+ A-l+ 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 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 41 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 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. Lender acknowledges that, under and pursuant to the Wal-Mart Lease, Wal-Mart has been granted certain rights to make alterations, modifications, additions and other changes to the Property. Lender hereby agrees that, so long as the Wal-Mart Lease shall be in force and effect, Borrower shall not be in Default of this Section 5.1.21 or any other provision of this Agreement or any other Loan Document on account of any alterations, modifications, additions and/or other changes to the Property commissioned, directed or made by Wal-Mart, subject to the condition that Borrower uses commercially reasonable efforts to enforce the terms and provisions of the Wal-Mart Lease as the same relate to Wal-Mart's rights and obligations with respect to alterations, modifications, additions and other changes to 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 value of the Property or the Net Operating Incomedelayed. Notwithstanding the foregoingforegoing provided no Event of Default has occurred and is continuing, Lender’s consent shall not be required in connection with (a) any alterations to the Improvements (excluding Decorative Changes) 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 (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, (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 the aggregate cost thereof does not exceed One Million Dollars ($1,000,000), or (iii) consist of repair or replacement of (x) parking areas or resurfacing or restriping of parking areas, (cy) alterations lighting, or (z) grounds keeping, or (iv) 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 Agreement; or (b) any Decorative Changes; (c) any Required Repairs made in accordance with Section 7.1 of the Mortgage Loan Agreement; or (d) any structural alteration which costs less than $50,000.00 Replacements made 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 alterationaccordance with Section 7.3 hereof. 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 exceed the lesser of four percent (4%) of the Release Amount for the applicable Individual Property or exceed Three Million Dollars ($350,000.00 3,000,000) (the “Threshold Amount”)) and such cost will not be paid from amounts on deposit in the Replacement Reserve Fund or the Required Repair Fund, Borrowerthen prior to the commencement of such alterations, 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 collateral, credit enhancement or rated 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 cashany Event of Default shall occur and be continuing, 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 Provided no Event of DefaultDefault is then continuing, any security delivered to Lender may terminate pursuant to this Section 5.1.21 (less the cost of completing any applicable “punch list” items as reasonably estimated by Lender) shall be returned to Borrower upon the payment in full and lien-free, substantial completion 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 Propertyfor which such security was delivered.

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 Xxxxx’x 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 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 may to any Improvements which are reasonably likely to 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 are either work performed pursuant to the terms of the Riot Games Lease or any other 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 constituting a part of any Improvements, Improvements and (c) alterations the aggregate cost thereof does not exceed Two Hundred Thousand and 00/100 Dollars ($200,000), 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 Property (other than such amounts to be paid or reimbursed by tenants 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”), BorrowerBorrower shall promptly deliver to Lender, upon Lender’s written 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 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 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 (a) Borrower shall, or shall cause Mortgage Borrower or Operating Lessee, 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 would be reasonably likely to have a material adverse effect on Borrower’s, Mortgage Borrower’s or Operating Lessee’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, Mortgage Borrower’s or Operating Lessee’s financial condition, the value of the Property or the Property’s Net Operating IncomeIncome or are made pursuant to the Approved Annual Budget, 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 Agreement, (d) any structural alteration which costs less than $50,000.00 alterations set forth on Schedule IV hereto, (e) Required Repairs or (f) Replacements if there are sufficient reserves on deposit in the aggregate Replacement Reserve Fund to pay 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 alterationobligations. If the total unpaid amounts due and payable with respect to alterations to the Improvements at the Property (other than (I) such amounts to be paid or reimbursed by tenants Tenants under the Leases, (II) costs incurred in connection with the Restoration of the Property or (III) such amounts for which sufficient reserves are on deposit in the Required Repair Fund or the Replacement Reserve Fund) shall at any time equal or exceed Fifteen Million and No/100 Dollars ($350,000.00 15,000,000.00) (the “Threshold Amount”), BorrowerBorrower shall, upon Lender’s requestor shall cause Mortgage Borrower or Operating Lessee to, shall obtain 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: following (the “Alterations Deposit”): (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 Securitization, respect to 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 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 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 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 Xxxxx’x 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 Except as permitted by this 1720., the Tenant must not make any: External alteration or addition to the rights Property; or opening in any boundary of tenants the Property. Any alterations permitted by this clause are subject to 1720.6. The Tenant may make internal non-structural alterations pursuant to the terms Property with the consent of their respective Leases, Borrower shall obtain Lender’s prior written the Landlord (such consent not to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed except with respect to delayed). The Tenant may carry out minor alterations that may have a material adverse effect on Borrower’s financial condition, the value consist of making minor perforations in any boundary of the Property or in the Net Operating Income. Notwithstanding structural elements of the foregoing, Lender’s consent shall not be Centre that are at the Property provided that: those alterations are reasonably required in connection with any works permitted under this 1720.; those alterations that will do not adversely impact on the structural integrity of the Centre; and the Tenant obtains the consent of the Landlord (such consent not to be unreasonably withheld or delayed). The Tenant may not install any Service Media on the exterior of the property nor alter the route of any Service Media at the Property without the consent of the Landlord (such consent not to be unreasonably withheld or delayed). The Tenant must not carry out any alteration to the Property which would or may reasonably be expected to, have a material an adverse effect on Borrower’s financial condition, the value of asset rating in any Energy Performance Certificate for the Property or the Net Operating IncomeCentre. Signs The Tenant must not: except as permitted by Error: Reference source not foundError: Reference source not found, provided display any Signs inside the Property that such alterations are made in connection with (a) tenant improvement work performed pursuant visible from outside the Property; or except as permitted by clause 21.2 attach any Signs 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 Property without the consent of the Property after Landlord. The Tenant may display without consent temporary notices which are usual for the occurrence Permitted Use, including but not limited to credit card signs, no smoking signs and menu cards Before the end of a casualty in accordance with the terms and provisions of this Agreement or (d) term, the Tenant shall remove 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 Signs placed by it at the Property (other than such amounts to be paid or reimbursed by tenants under the Leases) and shall at make good 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 damage caused 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 alterationsthat removal. 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 Returning the Property to the extent necessary to prevent any material adverse effect on Landlord At the value end of the term the Tenant must return the Property to the Landlord with vacant possession and in the repair and condition required by this lease. Subject to 1822.3, the Tenant must by the end of the Term: remove: any tenant's fixtures from the Property; any alterations to the Property undertaken by or for any tenant, undertenant or occupier during or in anticipation of this lease; and any Signs erected by the Tenant at the Property; and make good any damage caused to the Centre by the removal of those items and alterations. If the Landlord gives notice to the Tenant no later than three months before the Termination Date specifying which of the tenant's fixtures, alterations and other matters set out in 1822.(i) and 1822.(ii) shall not be removed pursuant to 1822.2, the Tenant must not remove the specified tenant's fixtures, alterations or other matters pursuant to that clause. On or before the end of the Term, the Tenant must remove from the Property all chattels belonging to or used by it. The Tenant: irrevocably appoints the Landlord to be the Tenant's agent to store or dispose of any chattels or items fixed to the Centre by the Tenant and left by the Tenant for more than ten working days after the Termination Date; and must indemnify the Landlord in respect of any claim made by a third party in relation to that storage or disposal. The Landlord shall not be liable to the Tenant by reason of that storage or disposal.

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, 11.%2.%3.%4. Borrower shall obtain Lender’s prior written consent to any alterations to any Improvements, which consent shall not be unreasonably withheld or delayed subject to the Deemed Approval Standard, except with respect to alterations that may are reasonably likely to have a material adverse effect on Borrower’s or Operating Company’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 or Operating Company’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, (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 Agreement, (d) any structural alteration which costs less than $50,000.00 in alterations permitted to be performed by Manager (provided Manager is a Non-Affiliated Manager) without the aggregate for all components thereof which constitute such alteration approval of Borrower or any nonOperating Company under the terms of the Management Agreement (provided the Management Agreement is a Non-structural alteration which costs less than $100,000.00 in the aggregate for all components thereof which constitute such alterationAffiliated Management Agreement), or (e) alterations performed pursuant to an Approved Annual Budget. If the total unpaid amounts due and payable with respect to alterations constituting a single project to the Improvements at the Property (other than such amounts (I) to be paid or reimbursed by tenants Tenants under the LeasesLeases (II) for which there are then funds expressly reserved pursuant to the applicable Approved Annual Budget in the Reserve Funds or the Manager-Held Reserves, or (III) to the extent of which Lender shall then be holding a Completion Guaranty from Guarantor in accordance with 5.1.21(b) hereof) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”)Amount for the Property, BorrowerBorrower shall promptly deliver to Lender, 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, Obligations (C) other securities having a rating acceptable to Lender and that and, at Lender’s option, with respect to which 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 with any Securitization, Rating Agency Confirmation 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 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, each of Borrower and Maryland Owner 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 and/or Maryland Owner’s financial condition, the value of the applicable 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 and/or Maryland Owner’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, or any Lease executed after the Closing Date (to a Lessee that is not an Affiliate of Borrower or Maryland Owner) 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 an 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 both (i) the Threshold Amount (in the aggregate for all components thereof which constitute such alteration current alterations at the related Individual Property), and (ii) together with all other alterations currently being performed at the Properties, the Aggregate Threshold Amount, provided that, in all of the foregoing clauses (a) through (d), Borrower or any non-structural alteration which costs less than $100,000.00 in Maryland Owner, as applicable, complies with the aggregate for all components thereof which constitute such alterationAlteration 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 -75- by tenants under the Leases) shall at any time equal or exceed $350,000.00 (the “Threshold Amount”), Borrowereach of Borrower and Maryland Owner, as applicable, upon Lender’s request, shall promptly deliver to Lender as security for the payment of such total unpaid amounts and as additional security for Borrower’s and Maryland Owner’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 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, may be applied from time to time, at the option of BorrowerBorrower or Maryland Owner, as applicable, 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 work 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 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 (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 86 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 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 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 any 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 Two Million and 00/100 Dollars ($2,000,000.00) 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 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 1,000,000.00) (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: (AA ) 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 LeasesLeases or currently held for such alterations or tenant improvements in the 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 LenderIf such security is cash, following the occurrence such cash shall be invested as set forth in Section 7.5(c) hereof and during the continuance of an Event of Default, Lender may terminate any of the alterations and use the deposit shall be available to restore the Property to the extent necessary to prevent any material adverse effect on the value of the PropertyBorrower as provided in Section 7.4.2 hereof.

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 delayed) for any alteration to alterations the Property 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 DateProperty, (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 by Borrower with respect to alterations to thereto in the Improvements at the Property aggregate (other than such amounts to be paid or reimbursed by tenants under the Leases) shall at any time equal or exceed exceeds Ten Million and 00/100 Dollars ($350,000.00 10,000,000) (the “Threshold Amount”). If the total amounts of any alteration shall exceed the Threshold Amount, Borrower, upon Lender’s request, Borrower shall promptly deliver to Lender 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) cashCash, (Bii) U.S. Obligations, (Ciii) other securities having a rating rating, if prior to Securitization, acceptable to Lender and that or, after a Securitization has occurred, regarding which 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 such Securitization, 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 SecuritizationRequired Rating. 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 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, Lender 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 to the extent necessary to prevent any material adverse effect on the use, operation or value (including the Net Operating Income) of the Property.