"IF YOU
FAIL TO RESPOND TO OR TO EXPRESSLY DENY THIS REQUEST FOR APPROVAL IN WRITING
WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN", AND IF
LENDER DOES NOT RESPOND TO SUCH SECOND REQUEST BY APPROVING SUCH PROPOSED MAJOR
LEASE, MAJOR LEASE AMENDMENT OR MAJOR LEASE TERMINATION OR STATING ITS OBJECTION
THERETO WITHIN FIVE (5) BUSINESS DAYS OF LENDER'S RECEIPT OF SUCH SECOND
SUBMISSION, LENDER'S APPROVAL SHALL BE DEEMED GIVEN.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, BORROWERS SHALL NOT ENTER INTO A LEASE OF ALL
OR SUBSTANTIALLY ALL OF ANY PROPERTY WITHOUT LENDER'S PRIOR CONSENT.
5.1.21
ALTERATIONS.
OTHER THAN THE CONSTRUCTION OF THE PROJECT,
WHICH SHALL BE GOVERNED BY THE PROVISIONS OF ARTICLE III HEREOF, BORROWERS SHALL
OBTAIN LENDER'S PRIOR CONSENT TO ANY MATERIAL ALTERATIONS TO ANY IMPROVEMENTS,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
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 FINANCIAL CONDITION, THE VALUE OF THE APPLICABLE PROPERTY OR THE
NET OPERATING INCOME, PROVIDED
169
THAT SUCH ALTERATIONS (A) ARE MADE IN CONNECTION WITH TENANT IMPROVEMENT WORK
PERFORMED PURSUANT TO THE TERMS OF ANY LEASE, (B) DO NOT MATERIALLY ADVERSELY
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 THE AGGREGATE COST THEREOF DOES NOT EXCEED THE
ALTERATION THRESHOLD AMOUNT, OR (C) ARE PERFORMED IN CONNECTION WITH THE
RESTORATION OF A PROPERTY AFTER THE OCCURRENCE OF A CASUALTY OR CONDEMNATION IN
ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT.
TO THE EXTENT
LENDER'S PRIOR WRITTEN APPROVAL IS REQUIRED PURSUANT TO THIS SECTION 5.1.22,
LENDER SHALL HAVE FIFTEEN (15) BUSINESS 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.
IF LENDER FAILS TO APPROVE OR DISAPPROVE THE 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 BORROWERS WRITTEN
NOTICE SETTING FORTH IN REASONABLE DETAIL THE BASIS FOR SUCH DISAPPROVAL.
IN NO
EVENT SHALL LENDER REQUIRE ANY "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 ANY PROPERTY (OTHER THAN SUCH AMOUNTS TO BE
PAID OR REIMBURSED BY TENANTS UNDER THE LEASES) SHALL AT ANY TIME EXCEED THE
ALTERATION THRESHOLD AMOUNT, BORROWERS SHALL PROMPTLY DELIVER TO LENDER AS
SECURITY FOR THE PAYMENT OF SUCH AMOUNTS AND AS ADDITIONAL SECURITY FOR
BORROWERS' 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