ALTERATIONS (I) REQUIRED BY APPLICABLE LAW OR (II)
SUBJECT TO PARAGRAPH D OF SCHEDULE 2, REQUIRED PURSUANT TO ANY PERMITTED LEASE.
THE REQUIRED LENDERS' CONSENT TO ANY ALTERATIONS REQUIRING THEIR CONSENT SHALL
NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
IN THE EVENT THAT THE
REQUIRED LENDERS FAIL TO RESPOND TO SUCH REQUEST WITHIN TEN (10) BUSINESS DAYS
AFTER DELIVERY TO THE LENDERS OF SUCH REQUEST, INCLUDING ALL MATERIALS
REASONABLY NECESSARY FOR THE LENDERS TO EVALUATE SUCH REQUEST, BY EITHER
GRANTING THEIR CONSENT OR WITHHOLDING THEIR CONSENT (AND, IN THE CASE OF
WITHHOLDING CONSENT, STATING THE GROUNDS THEREFOR IN REASONABLE DETAILS), THEN
THE REQUIRED LENDERS' CONSENT SHALL BE DEEMED TO HAVE BEEN GRANTED.
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(3)
IF AND TO THE EXTENT THAT THE TOTAL COSTS OF ALL ALTERATIONS
REQUIRED BY LAW AND PARAGRAPH D OF SCHEDULE 2 AT THE PROJECT BEING CONDUCTED BY
BORROWER AT ANY TIME (EXCLUSIVE OF ANY ALTERATIONS FOR WHICH BORROWER IS BEING
REIMBURSED BY TENANTS PURSUANT TO THEIR RESPECTIVE LEASES) EXCEED THE THRESHOLD
AMOUNT (THE AMOUNT BY WHICH SUCH ALTERATIONS HAS EXCEEDED THE THRESHOLD AMOUNT
BEING HEREIN REFERRED TO AS THE "EXCESS ALTERATIONS COSTS"), BORROWER SHALL
DEPOSIT WITH ADMINISTRATIVE AGENT, AS SECURITY FOR THE PAYMENT OF THE EXCESS
ALTERATIONS COSTS, EITHER (I) CASH OR A QUALIFIED LETTER OF CREDIT IN THE AMOUNT
OF THE EXCESS ALTERATIONS COSTS OR (II) A QUALIFIED GUARANTY IN AN AMOUNT
GUARANTYING PAYMENT OF THE EXCESS ALTERATIONS COSTS.
IF ANY SUCH CASH OR
QUALIFIED LETTER OF CREDIT IS PROVIDED TO ADMINISTRATIVE AGENT PURSUANT TO THIS
SECTION 9.14, AND BORROWER SHALL THEREAFTER PROVIDE TO ADMINISTRATIVE AGENT
EVIDENCE REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT THAT THE THEN UNPAID
EXCESS ALTERATIONS COSTS SHALL BE LESS THAN THE AMOUNT OF SUCH CASH OR QUALIFIED
LETTER OF CREDIT OR QUALIFIED GUARANTY THEN HELD BY ADMINISTRATIVE AGENT, THEN
PROVIDED THAT NO EVENT OF DEFAULT EXISTS, ADMINISTRATIVE AGENT SHALL, UPON
BORROWER'S WRITTEN REQUEST FROM TIME TO TIME (BUT NOT MORE FREQUENTLY THAN ONCE
PER MONTH), RELEASE SUCH CASH OR RELEASE OR MODIFY SUCH QUALIFIED LETTER OF
CREDIT TO BORROWER OR RELEASE OR MODIFY THE QUALIFIED GUARANTY TO THE EXTENT
THAT THE SAME HAS EXCEEDED THE THEN UNPAID EXCESS ALTERATIONS COSTS WITHIN TEN
(10) DAYS AFTER BORROWER'S REQUEST THEREFOR AND ADMINISTRATIVE AGENT'S
CONFIRMATION OF THE AMOUNT OF THE THEN UNPAID EXCESS ALTERATION COSTS.
WITHOUT
LIMITATION OF THE FOREGOING, ALL COLLATERAL HELD BY ADMINISTRATIVE AGENT
PURSUANT TO THIS SECTION 9.14(3) AT THE TIME OF PAYMENT IN FULL OF THE
INDEBTEDNESS SHALL BE PROMPTLY RETURNED OR RELEASED (AS APPLICABLE) TO BORROWER
AFTER THE INDEBTEDNESS HAS BEEN PAID IN FULL.
SECTION 9.15
HEDGE AGREEMENTS.
(1)
BORROWER (OR AN AFFILIATE OF BORROWER) MAY (AT ITS OPTION),
SUBJECT TO SECTION 9.15(3), OBTAIN A HEDGE AGREEMENT IN A NOTIONAL AMOUNT EQUAL
TO ALL OR ANY PORTION OF THE AGGREGATE COMMITMENTS WITH (I) ADMINISTRATIVE AGENT
OR A LENDER OR (II) ONE OR MORE OTHER BANKS OR INSURANCE COMPANIES (EACH A
"THIRD-PARTY COUNTERPARTY").
EACH HEDGE AGREEMENT OBTAINED BY BORROWER (OR AN
AFFILIATE OF BORROWER) PURSUANT TO THIS SECTION 9.15 SHALL