(A) ANY OTHER REAL PROPERTY
CONSTITUTING A TAX LOT SEPARATE FROM THE PROPERTY, OR (B) ANY PORTION OF THE
PROPERTY WHICH MAY BE DEEMED TO CONSTITUTE PERSONAL PROPERTY, OR ANY OTHER
PROCEDURE WHEREBY THE LIEN OF ANY TAXES WHICH MAY BE LEVIED AGAINST SUCH
PERSONAL PROPERTY SHALL BE ASSESSED OR LEVIED OR CHARGED TO THE PROPERTY.
SECTION 4.21
ALTERATIONS.
ADMINISTRATIVE AGENT'S PRIOR APPROVAL SHALL
BE REQUIRED IN CONNECTION WITH ANY ALTERATIONS TO ANY IMPROVEMENTS (A) THAT MAY
HAVE A MATERIAL ADVERSE EFFECT OR (B) THE COST OF WHICH (INCLUDING ANY RELATED
ALTERATION, IMPROVEMENT OR REPLACEMENT BUT EXCLUDING ANY ALTERATION, IMPROVEMENT
OR REPLACEMENT PURSUANT TO ANY LEASE EXISTING AS OF THE DATE HEREOF OR ENTERED
INTO IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND APPROVED BY
ADMINISTRATIVE AGENT TO THE EXTENT REQUIRED HEREIN) IS REASONABLY ANTICIPATED TO
EXCEED THE ALTERATION THRESHOLD, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD, DELAYED OR CONDITIONED.
ALL ALTERATIONS TO ANY IMPROVEMENTS SHALL BE
MADE LIEN-FREE AND IN A GOOD AND WORKMANLIKE MANNER IN ACCORDANCE WITH ALL
APPLICABLE LAWS. IF THE TOTAL UNPAID AMOUNTS INCURRED AND TO BE INCURRED WITH
RESPECT TO ANY ALTERATIONS TO THE IMPROVEMENTS (EXCLUDING ANY ALTERATIONS FOR
WHICH BORROWER IS BEING REIMBURSED BY TENANTS PURSUANT TO THEIR RESPECTIVE
LEASES) SHALL AT ANY TIME EXCEED THE ALTERATION THRESHOLD (AND, FOR ALL PURPOSES
OF THIS SECTION 4.21, SUCH EXCESS, IF ANY, SHALL BE DETERMINED AFTER TAKING INTO
ACCOUNT AMOUNTS ON DEPOSIT IN THE REPLACEMENT RESERVE ACCOUNT TO THE EXTENT THE
ALTERATIONS CONSTITUTE REPLACEMENTS), BORROWER SHALL PRIOR TO COMMENCEMENT OF
THE RELATED WORK DELIVER TO ADMINISTRATIVE AGENT AS SECURITY FOR THE PAYMENT OF
SUCH AMOUNTS AND AS ADDITIONAL SECURITY FOR BORROWER'S OBLIGATIONS UNDER THE
LOAN DOCUMENTS ANY OF THE FOLLOWING: (I) CASH, (II) LETTER OF CREDIT, OR (III) A
GUARANTY FROM GUARANTOR OR SUCH OTHER GUARANTOR REASONABLY ACCEPTABLE TO
ADMINISTRATIVE AGENT (THE "ALTERATIONS COLLATERAL").
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 (EXCLUDING ANY
ALTERATIONS FOR WHICH BORROWER IS BEING
61
reimbursed by Tenants pursuant to their respective Leases) over the Alteration
Threshold.
Borrower shall be entitled to a reduction or release, as the case
may be, of the Alterations Collateral from time to time (but not more than once
per calendar quarter) as the unpaid amounts incurred and to be incurred with
respect to such alterations to the Improvements is reduced due to partial
completion.
Each request for approval of alterations to any Improvements shall
contain a legend in capitalized bold letters on the top of the cover page
stating: "THIS IS A REQUEST FOR CONSENT TO ALTERATIONS TO IMPROVEMENTS.
ADMINISTRATIVE AGENT'S RESPONSE IS REQUESTED WITHIN TEN (10) BUSINESS DAYS.
ADMINISTRATIVE AGENT'S FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT
IN ADMINISTRATIVE AGENT'S CONSENT BEING DEEMED TO HAVE BEEN GRANTED" and
Borrower shall include the following documentation with such request: (a) a
detailed description of the alterations to be performed to