PART OF THE PROPERTY.
SECTION 9.5.
ALTERATIONS.
(A)
EXCEPT AS PROVIDED IN THIS SECTION 9.5, AND PROVIDED NO EVENT OF
DEFAULT THEN EXISTS, LESSEE MAY, WITHOUT THE CONSENT OF OR NOTICE TO LESSOR, AT
LESSEE'S OWN COST AND EXPENSE, MAKE ALTERATIONS TO THE PROPERTY.
(B)
IF LESSEE PROPOSES TO MAKE (1) ALTERATIONS TO THE EXTERIOR OF ANY
OF THE MAIN BUILDINGS THAT WOULD BE VISIBLE FROM THE PUBLIC ROADWAYS OR (2)
MATERIAL CHANGES TO (AS DISTINGUISHED FROM REPLACEMENTS OR UPGRADES OF) ANY OF
THE MAIN BUILDINGS' STRUCTURAL, MECHANICAL, PLUMBING, HEATING, VENTILATION AND
AIR-CONDITIONING, ELECTRICAL OR ENGINEERING SYSTEMS (E.G., INSTALLING A
LARGE-SCALE SOLAR-PANEL SYSTEM), LESSEE SHALL NOTIFY LESSOR AND MORTGAGEE OF THE
SAME AT LEAST THIRTY (30) DAYS PRIOR TO THE COMMENCEMENT OF THE ALTERATIONS (A
"NOTICE OF ALTERATIONS") AND SHALL CONCURRENTLY THEREWITH FURNISH LESSOR AND
MORTGAGEE WITH REASONABLY DETAILED PLANS AND SPECIFICATIONS FOR SUCH ALTERATIONS
(BUT IN NO EVENT SHALL PLANS AND SPECIFICATIONS BE REQUIRED IN EXCESS OF THOSE
DELIVERED TO GOVERNMENTAL AUTHORITIES AS PART OF LESSEE'S APPLICATIONS FOR
PERMITS AND LICENSES).
IF LESSOR IN GOOD FAITH DETERMINES THAT SUCH
ALTERATIONS, EITHER INDIVIDUALLY OR IN THE AGGREGATE WITH ALL OTHER ALTERATIONS,
UPON COMPLETION WILL MATERIALLY AND ADVERSELY AFFECT THE FAIR MARKET VALUE OF
THE PROPERTY OTHER THAN IN AN IMMATERIAL MANNER, LESSOR SHALL GIVE NOTICE OF ITS
OBJECTION (A "NOTICE OF OBJECTION") WITHIN TEN (10) BUSINESS DAYS AFTER LESSOR'S
RECEIPT OF A NOTICE OF ALTERATIONS.
IF LESSOR AND LESSEE CANNOT AGREE WHETHER
OR NOT SUCH ALTERATIONS WOULD ADVERSELY, OTHER THAN IN AN IMMATERIAL MANNER,
AFFECT THE FAIR MARKET VALUE OF THE PROPERTY WITHIN TEN (10) BUSINESS DAYS AFTER
LESSEE'S RECEIPT OF A NOTICE OF OBJECTION, SUCH MATTER SHALL BE RESOLVED BY THE
APPRAISAL PROCEDURE, WHEREIN THE APPRAISER(S) DECIDING SUCH MATTER WILL VALUE
THE PROPERTY BOTH WITH AND WITHOUT SUCH ALTERATIONS. EACH PARTY SHALL PAY ITS
OWN FEES IN CONNECTION WITH SUCH APPRAISAL AND ONE-HALF OF THE APPRAISER'S
FEES.
IF LESSEE SHALL PREVAIL IN ANY SUCH DISPUTE, LESSEE SHALL HAVE THE RIGHT
TO MAKE SUCH ALTERATIONS,
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SUBJECT ONLY TO THE EXPRESS LIMITATIONS CONTAINED ELSEWHERE IN THIS SECTION 9.5
(I.E., OTHER THAN THIS SUBSECTION (B)).
IF LESSOR SHALL PREVAIL IN ANY SUCH
DISPUTE (AND EVEN PRIOR TO THE RESOLUTION OF ANY SUCH DISPUTE), LESSEE
NEVERTHELESS MAY PROCEED TO MAKE SUCH ALTERATIONS, SUBJECT TO THE EXPRESS
LIMITATIONS ELSEWHERE IN THIS SECTION 9.5 AND TO THE FOLLOWING ADDITIONAL
CONDITIONS:
(1) AT THE TIME OF INITIATING SUCH ALTERATIONS, LESSEE EITHER (X)
HAS A MINIMUM RATING OR (Y) POSTS A BOND OR OTHER SECURITY IN A FORM AND FROM A
SURETY (IF APPLICABLE) REASONABLY ACCEPTABLE TO LESSOR IN AN AMOUNT EQUAL TO THE
ESTIMATED COST OF REMOVING SUCH STRUCTURAL ALTERATIONS AT THE END OF THE TERM,
REPAIRING ANY DAMAGE TO THE PROPERTY CAUSED BY SUCH REMOVAL AND RESTORING THE
AFFECTED PORTION OF THE PROPERTY TO SUBSTANTIALLY THE SAME CONDITION IN WHICH IT
WOULD HAVE BEEN HAD SUCH ALTERATIONS NOT BEEN MADE (COLLECTIVELY, THE "REMOVAL
COST", AND IF LESSOR AND LESSEE SHALL DISPUTE SUCH ESTIMATED