Common use of Borrower to Restore Clause in Contracts

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease)), the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 (a) (it being agreed that the foregoing shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation to restore the Property to any greater condition which is required by this Section 6.2.4(a). (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's or the applicable Tenant's expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursement, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies;

Borrower to Restore. (a) Subject to the terms of the Existing Citibank LeaseSection 2.3.4, promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property which does not constitute a Total Loss with respect to the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are collectively referred to herein as the “Work”). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.4 to cause the Property to be released from the Lien of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender pursuant to the penultimate sentence of Section 6.2.2. in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "“Deficiency"”) and for so long as a such Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration)available, or (B) such other evidence of Borrower's ’s ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies; (iii) Lender and the Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to Borrower’s rights pursuant to Section 2.3.4 to cause the terms Property to be released from the Lien of the Existing Citibank LeaseSecurity Instrument, and provided that the Proceeds, if any, shall be made available to Borrower by Lender, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall (whether or not such Proceeds shall be sufficient) promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are collectively referred to herein as the “Work”). The plans and specifications shall require that the Work be done in a workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that Borrower (or in the foregoing case of the Maryland Property, Maryland Loan Guarantor) shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition which is required by this Section 6.2.4(a)immediately prior to such Taking or casualty. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) for payment of or reimbursement of Borrower's ’s (or in the case of the Maryland Property, Maryland Loan Guarantor’s) or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "“Deficiency"”) and for so long as a such Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) unless Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration)available, or (B) such other evidence of Borrower's ’s (or in the case of the Maryland Property, Maryland Loan Guarantor’s) ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Independent Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly Promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the Work). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.3 to cause the Property to be released from the Liens of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.26.2.3, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii), (iii) and (iiiiv) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower delivers to Lender evidence of Borrower’s ability to meet such Deficiency and which is reasonably satisfactory to Lender and satisfactory to the Rating Agencies (if the Loan is the subject of a Securitization); (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time after receipt prior to request for initial disbursement, be furnished with an estimate of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner accompanied by an Independent Architect’s certification as Proceeds so that the same will be available for restoration), or (B) to such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender appropriate plans and specifications for the Rating Agencies;Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to Section 2.3.4 and the terms last sentence of the Existing Citibank Leasethis Section 6.2.4(a), promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, unless the Proceeds therefrom are sufficient to entitle Borrower to obtain a Property Release with respect to the Individual Property subject to such damage, destruction or Taking as described in Section 6.2.3(b) and such Proceeds have been made available to Lender for prepayment of the Loan and Mezzanine Loan in accordance with Section 6.2.3(b), Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are collectively referred to herein as the “Work”). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed obligated to limit restore the rights Property to the precise condition of the Citibank Tenant Property prior to make alterations any partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Sections 2.3.4 and 2.3.9 to cause the Property and Unimproved Parcels to be released from the Lien of the applicable Security Instrument(s), Borrower shall be obligated to restore the Property suffering a casualty or which has been subject to a partial Taking in accordance with the terms provisions of this Section 6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient; provided however, that in the event Lender has the right to apply Proceeds toward the payment of the Existing Citibank LeaseIndebtedness pursuant to Section 6.2.3(a), and Lender has, in fact, elected to apply such Proceeds to the payment of Indebtedness pursuant to Section 6.2.3(b), then Borrower shall have a period of 90 days commencing on the date the Proceeds are so applied to either (i) commence restoration as otherwise provided under this Section; (ii) comply with all requirements necessary to obtain a release of the Individual Property subject to such casualty, Taking, damage, or injury from the Lien of the applicable Security Instrument and related Loan Documents pursuant to Section 2.3.4 (including the payment of the applicable Combined Release Price), provided that, in the case of both clauses (i) and (ii) above, during such period, Affiliates of Borrower shall not have any obligation are diligently pursuing financing (which may consist of a construction loan with respect to restore the restoration of the Individual Property subject to any greater condition which is required by this casualty, Taking, damage or injury) to fund the payment of the Combined Release Price as otherwise provided in Section 6.2.4(a)2.3.4. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.26.2.3(a), then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender pursuant to the penultimate sentence of Section 6.2.2 in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s, Master Lessee’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "“Deficiency"”) and for so long as a such Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration)available, or (B) such other evidence of Borrower's ’s ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies; (iii) Lender and the Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications within a reasonable period of time; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use comply in all material respects with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly Promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the Work). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.3 to cause the Property to be released from the Liens of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.26.2.3, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii), (iii) and (iiiiv) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ’s ability to meet such excess costs and which is reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Independent Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly Promptly after the occurrence of any damage or destruction to all or any portion of the any Individual Property or a Taking of a portion of the any Individual Property, Borrower and/or Maryland Owner shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (orDelay, if such restoration is being performed and delays directly caused by the Citibank Tenant under the Existing Citibank Lease, subject Lender’s failure to Force Majeure Causes (as defined in the Existing Citibank Lease))respond within a commercially reasonable prompt time to requests for approval of plans or other requests for approvals pursuant to this Section, the repair, restoration and rebuilding of the such Individual Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes herein collectively referred to as the “Work”). The plans and specifications shall require that the Work be done in a good and workmanlike manner at least substantially equivalent to the quality and character prior to the damage or destruction, so that upon completion thereof, the Individual Property shall be at least equal in general utility to such Individual Property prior to the damage or destruction, subject to any restrictions on Borrower’s and/or Maryland Owner’s ability to do so which may be imposed by any applicable Legal Requirements (a) (provided, however, that in the case of a partial Taking, such Individual Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking); it being agreed understood, however, that the foregoing Borrower and/or Maryland Owner shall not be deemed obligated to limit the rights of the Citibank Tenant to make alterations restore any Individual Property to the precise condition of such Individual Property prior to any partial Taking of, or casualty or other damage or injury to, such Individual Property, if the Work actually performed, if any, or failed to be performed, shall have no and would not reasonably be expected to have a Individual Material Adverse Effect on the value of such Individual Property from the value that such Individual Property would have had if the same had been restored to its condition immediately prior to such Taking, casualty or other damage or injury. Borrower and/or Maryland Owner shall be obligated to restore the Individual Property suffering a casualty or which has been subject to a partial Taking in accordance with the terms provisions of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation to restore the Property to any greater condition which is required by this Section 6.2.4(a). (b) If 6.2 at Borrower’s and/or Maryland Owner’s sole cost and expense whether or not the Proceeds are not required to shall be (A) applied toward payment of the Indebtedness pursuant to the terms hereofsufficient, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower provided that, if required pursuant to Section 6.2.2this Agreement, then Lender shall make the Proceeds which it is holding pursuant shall be made available to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred Borrower and/or Maryland Owner by Lender in connection accordance with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's or the applicable Tenant's expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursement, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies;this Agreement.

Borrower to Restore. (a) Subject Borrower shall: (i) Proceed with diligence to make settlement with insurers or the appropriate Governmental Authorities and cause the Loss Recoveries, subject to Section 6.1(f), to be deposited with Lender; (ii) In the event the Loss Recoveries and the available proceeds of the Loan are insufficient to assure Lender that all contemplated repairs or construction will be completed, promptly deposit with Lender any amount (the "Deficiency Amount") necessary to assure that such contemplated repairs or construction will be completed; and (iii) Promptly proceed with the construction of the improvements, including the repair of all damage resulting from such casualty or condemnation and restoration of the Property to its former condition. (b) If any Loss Recoveries are used for the Restoration, then, subject to Section 6.1(f), such Loss Recoveries together with any Deficiency Amount shall be held by Lender and shall be paid out from time to time to Borrower as the Restoration progresses (less any cost to Lender of recovering and paying out such Loss Recoveries and/or Deficiency Amount, including reasonable attorneys' fees, costs and expenses and costs allocable to inspecting the Restoration and the plans and specifications therefor), subject to each of the following conditions: (i) the Restoration shall be conducted under the supervision of a certified and registered architect or engineer reasonably satisfactory to Lender. Before Borrower commences any Restoration, other than temporary work to protect property or prevent interference with business, Lender shall have approved the plans and specifications for the Restoration, which approval shall not be unreasonably withheld or delayed, it being nevertheless understood that such plans and specifications shall provide for Restoration so that, upon completion thereof, the Improvements shall be at least equal in value and general utility to the terms Improvements immediately prior to the damage or destruction; (ii) each request for payment shall be made on not less than seven (7) Business Days prior notice to Lender and shall be accompanied by a certificate of the Existing Citibank Leasearchitect or engineer in (i) above stating: (A) that all of the Restoration completed has been done in compliance with the approved plans and specifications, in all material respects, if required under (i) above; (B) that the sum requested is justly required to reimburse Borrower for payments by Borrower, or is justly due to the contractor, subcontractors, materialmen, laborers, engineers, architects or other persons or entities rendering services or materials for the Restoration (giving a brief description of such services and materials), and that when added to all sums previously paid out by Lender does not exceed the value of the Restoration done to the date of such certificate; (C) if the sum requested is to cover payment relating to repair and restoration of Personal Property required or relating to the Property, that title to the items of Personal Property covered by the request for payment is vested in Borrower; and (D) that the amount of such Loss Recoveries together with any Deficiency Amount remaining in the hands of Lender will be sufficient on completion of the Restoration to pay for the same in full (giving in such reasonable detail as Lender may require an estimate of the cost of such completion). Additionally, each request for payment shall contain a statement signed by Borrower approving both the Restoration done to date and the Restoration covered by the request for payment in question; (iii) each request for payment shall be accompanied by waivers of lien (conditioned only on receipt of payment) satisfactory to Lender covering that part of the Restoration for which payment or reimbursement is being requested and, if required by Lender, a search prepared by a title insurance company or licensed abstractor, or by other evidence satisfactory to Lender that there has not been filed with respect to the Improvements any mechanics' or other lien relating to any part of the Restoration not discharged of record. Additionally, as to any Personal Property covered by the request for payment, Lender shall be provided with evidence of payment therefor and such further evidence satisfactory to assure Lender of its valid first lien on the Personal Property; (iv) Lender shall have the right to inspect the Restoration at all reasonable times and may condition any disbursement of Loss Recoveries upon the satisfactory completion, as determined in Lender's sole discretion, of any portion of the Restoration for which payment or reimbursement is being requested. Neither the approval by Lender of the plans and specifications for the Restoration nor the inspection by Lender of the Restoration shall make Lender responsible for the preparation of such plans and specifications or the compliance of such plans and specifications, or of the Restoration, with any applicable law, regulation, ordinance, covenant or agreement; (v) Loss Recoveries shall not be disbursed more frequently than every thirty (30) days; and (vi) any request for payment made after the Restoration has been completed shall be accompanied by a copy or copies of any certificate or certificates required by Applicable Law to render occupancy and full operation of the Improvements legal. (c) Upon any failure on the part of Borrower to promptly after commence the Restoration or to proceed diligently and continuously to completion of the Restoration or upon the occurrence of any damage or destruction Event of Default, Lender, at its sole option, shall be entitled to apply at any time all or any portion of the Property Loss Recoveries it then or a Taking of a portion thereafter holds to the repayment of the Property, Borrower shall commence and diligently prosecute, Indebtedness or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease)), the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear curing of any and all Liens except Permitted Encumbrances (such 66 (a) (it being agreed that the foregoing shall not be deemed to limit the rights Event of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation to restore the Property to any greater condition which is required by this Section 6.2.4(a)Default. (bd) If Proceeds are not required Upon completion of the Restoration and payment in full therefor any unexpended Loss Recoveries, at the sole option of Lender, shall either be paid over to Borrower or shall be (A) applied toward payment to the reduction of the Indebtedness pursuant without any prepayment fee that would otherwise be applicable to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms a prepayment of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon Loan at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's or the applicable Tenant's expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursement, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any that time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies;.

Borrower to Restore. (a) Subject to Borrower’s rights pursuant to Section 2.3.6 to cause an Individual Property to be released from the terms Lien of the Existing Citibank LeaseSecurity Instrument, promptly after the occurrence of any damage or destruction to all or any portion of the any Individual Property or a Taking of a portion of the such Individual Property which does not constitute a Total Loss with respect to such Individual Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the such Individual Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are collectively referred to herein as the “Work”). The plans and specifications shall require that the Work be done in a good and workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, such Individual Property shall be at least equal in value and general utility to such Individual Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed obligated to limit restore such Individual Property to the precise condition of such Individual Property prior to any partial Taking of, or casualty or other damage or injury to, such Individual Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the use, value or operation of such Individual Property from the use, value and operation that such Individual Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.6 to cause an Individual Property to be released from the Lien of the Citibank Tenant Security Instrument, Borrower shall be obligated to make alterations restore any Individual Property suffering a casualty or which has been subject to the Property a partial Taking in accordance with the terms provisions of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation to restore the Property to any greater condition which is required by this Section 6.2.4(a)6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender pursuant to Section 6.2.2 in connection with the collection thereof thereof, plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), ) through (ii) and (iiiiv) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Lender is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "“Deficiency"”) and for so long as a such Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash, Cash Equivalents or and/or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration)available, or (B) such other evidence of Borrower's ’s ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies; (iii) Lender and the Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly Promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the Work). The plans and specifications shall require that the Work be done in a good and workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.3 to cause the Property to be released from the Lien of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-out of pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration)available, or (B) such other evidence of Borrower's ’s ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Independent Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank LeaseSection 4.2, promptly after the occurrence of any damage or destruction to all or any portion of the Borrowing Base Property or a Taking of a portion of the Borrowing Base Property which does not constitute a Total Loss with respect to the Borrowing Base Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Borrowing Base Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are collectively referred to herein as the “Work”). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Borrowing Base Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Borrowing Base Property shall be at least equal in value and general utility to the Borrowing Base Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed obligated to limit restore the rights Borrowing Base Property to the precise condition of the Citibank Tenant Borrowing Base Property prior to make alterations any partial Taking of, or casualty or other damage or injury to, the Borrowing Base Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Borrowing Base Property from the value that the Borrowing Base Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Section 4.2 and Borrower’s right to dispose of the Borrowing Base Property, Borrower shall be obligated to restore the Borrowing Base Property suffering a casualty or which has been subject to a partial Taking in accordance with the provisions of this Section 9.2.4 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by the Administrative Agent in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation to restore the Property to any greater condition which is required by this Section 6.2.4(a)Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to then the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender Administrative Agent shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender the Administrative Agent pursuant to the penultimate sentence of Section 9.2.2 in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the sameAdministrative Agent) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.59.2.5 and in any applicable Non-Toys Lease or REA: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Specified Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "“Deficiency"”) and for so long as a such Deficiency shall exist, Lender the Administrative Agent shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender the Administrative Agent (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration)available, or (B) such other evidence of Borrower's ’s ability to meet such excess costs and which is reasonably satisfactory to Lender the Administrative Agent; (iii) The Administrative Agent and the Rating Agencies;Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) The Administrative Agent shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject As long as Proceeds are made available to Borrower or Hotel Lessee by Administrative Agent in accordance with the terms of this Agreement if Administrative Agent is required to make Proceeds available to Borrower or Hotel Lessee pursuant to the terms of the Existing Citibank Leasethis Agreement, promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower and/or Hotel Lessee shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the “Restoration”). The plans and specifications for the Restoration shall require that the Restoration be done, and Borrower and/or Hotel Lessee shall cause the work to be done, in a commercially reasonable manner substantially similar or better to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower and Hotel Lessee shall not be deemed obligated to limit restore the rights Property to the precise condition of the Citibank Tenant Property prior to make alterations any partial Taking of, or Casualty to, the Property, if the Restoration actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or Casualty (after taking into account the consequences of the partial Taking). Subject to Borrower’s right to prepay the Loan in full and pursuant to Section 2.20 to cause the Property to be released from the Lien of the Security Instrument, in the event of a Casualty or a partial Taking affecting the Property, Borrower and/or Hotel Lessee shall be obligated to restore the Property in accordance with the terms provisions of this Section 8.2 whether or not the Proceeds shall be sufficient, provided that the full amount of the Existing Citibank Lease) and (ii) Proceeds are made available to Borrower shall not have any obligation to restore the Property to any greater condition which is required or Hotel Lessee by Administrative Agent in accordance with this Section 6.2.4(a)Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness Debt pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender Administrative Agent shall make the Proceeds which it is holding pursuant to the terms hereof (after payment deduction of any reasonable out-of-pocket expenses actually incurred by Lender Administrative Agent in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) and, to the extent the same are not paid within ten (10) Business Days after written request for reimbursement by LenderAdministrative Agent, together with evidence reasonably required after deduction of an amount equal to establish interest on such reimbursement amounts at the sameDefault Rate from the date advanced through the date of reimbursement) available to Borrower and/or Hotel Lessee for payment of or reimbursement of Borrower's or the applicable Tenant's ’s and/or Hotel Lessee’s expenses incurred with respect to the WorkRestoration, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.58.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower or Hotel Lessee is holding any portion of the Proceeds, there shall be no continuing Monetary monetary Default or Event of Default; (ii) if, at any time, the estimated cost each of the Work (as estimated by the Administrative Agent and an Independent Architect referred to shall have reasonably approved the plans and specifications for the Restoration and any change orders in clause connection with such plans and specifications; and; (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall existAdministrative Agent shall, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt prior to request for initial disbursement, be furnished with an estimate of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner Restoration accompanied by Independent Architect’s certification as Proceeds so that the same will be available for restoration), or (B) to such other evidence of Borrower's ability to meet such excess costs and which is satisfactory the appropriate plans and specifications for the Restoration. Upon Administrative Agent’s reasonable approval of said costs and any modifications to Lender such plans and specifications, as the Rating Agencies;case may be, Borrower and/or Hotel Lessee shall restore all Improvements such that when they are materially restored and/or repaired, such Improvements and their contemplated use comply in all material respects with all applicable Legal Requirements, including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) In the event Agent does not elect to apply or does not have the right to apply the Loss Recoveries to the Indebtedness, as provided in Section 6.1 above, Borrower shall: (i) Subject to Section 6.1(c) above, proceed with diligence to make settlement with insurers or the terms of appropriate governmental authorities and cause the Existing Citibank Lease, promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause Loss Recoveries to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease)), the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance deposited with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66Agent; (a) (it being agreed that the foregoing shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have In the event the Loss Recoveries and the available proceeds of the Loan are insufficient to assure Agent that all contemplated repairs or construction will be completed, promptly deposit with Agent any obligation amount necessary to restore assure that such contemplated repairs or construction will be completed; and (iii) Promptly proceed with the Property resumption of any affected Construction Project of the improvements and/or the repair of all damage resulting from such fire, condemnation or other cause and restoration to any greater condition which is required by this Section 6.2.4(a)its former condition. (b) Any request by Borrower for a disbursement by Agent of Loss Recoveries and funds deposited by Borrower shall be treated by Agent as if such request were for an Advance with respect to a Construction Project, and the disbursement thereof shall be conditioned upon Borrower’s compliance with and satisfaction of the same conditions precedent as would be applicable under this Agreement for an Advance with respect to a Construction Project and subject to any other reasonable disbursement conditions as Agent may impose. If Proceeds are not required Loss Recoveries shall exceed the amount necessary to complete the repair, restoration or rebuilding of the Improvements, such excess shall be (A) applied toward payment on account of the Indebtedness pursuant irrespective of whether such Indebtedness is then due and payable. If Loss Recoveries shall be insufficient to fully pay for all costs necessary to complete the repair, restoration or rebuilding of the Improvements, the difference shall be treated as a Deficiency. (c) No casualty, condemnation or application of Loss Recoveries shall excuse Borrower from complying with all Obligations under the Loan Documents. (d) All Loss Recoveries not applied to the terms hereof, Indebtedness shall be held by Agent and shall be deemed to be Deposits. (Be) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding If Agent elects pursuant to the terms hereof (after to apply the Loss Recoveries to the Indebtedness, no payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of Exit Fee or reimbursement of Borrower's or the applicable Tenant's expenses incurred Minimum Interest Lookback Amount shall be due with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursement, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated amount so applied by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies;Agent.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Bloomberg Lease, the Condominium Declaration and the By-Laws and promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the WORK). The plans and specifications shall require that the Work be done in a workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to any partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower's rights pursuant to Section 2.3.3 to cause the Property to be released from the Lien of the Security Instrument, and subject to the Bloomberg Lease, the Condominium Declaration and the By-Laws, Borrower shall be obligated to restore the Property suffering a casualty or which has been subject to a partial Taking in accordance with the provisions of this Section 6.2 at Borrower's sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. Notwithstanding any term in the Loan Documents to the contrary, (i) any Work resulting from a Casualty Event may only be performed by an Approved Contractor (together with any sub-contractors hired by such Approved Contractor) pursuant to a construction contract acceptable to Lender in its sole but reasonable discretion (which must expressly include Lender as a third party beneficiary and permitted assignee of Borrower's rights under the contract) and (ii) Proceeds will only be made available by Lender to Borrower for Work resulting from a Casualty Event after Borrower provides to Lender (a) (it being agreed evidence that the foregoing shall not be deemed to limit the rights Approved Contractor has provided payment and performance bonds (with Lender named as a dual obligee thereunder) for completion of all of the Citibank Tenant Work in favor of Lender (by way of a collateral assignment from Borrower and consented to make alterations in writing by the Approved Contractor) in form acceptable to Lender in its sole but reasonable discretion and (b) a completion guaranty from Guarantor in favor of Lender in form substantially identical to the Property form of guaranty attached hereto as Exhibit G (the COMPLETION GUARANTY) together with an Opinion of Counsel reasonably acceptable to Lender regarding the due organization and authority of Guarantor, enforcement of the guaranty and any other matters reasonably requested by Lender. After a Casualty Event occurs, Borrower agrees to cause Guarantor to deliver to Lender a duly executed copy of the Completion Guaranty within two (2) Business Days after the earlier to occur of (i) any election by Bloomberg not to terminate the Bloomberg Lease in accordance with the terms of the Existing Citibank LeaseSection 10.1(B)(1) thereof and (ii) the date Borrower shall delivers to Bloomberg a Casualty Statement pursuant to Section 10.1(B(1) of the Bloomberg Lease which by its terms does not have any obligation entitle Bloomberg to restore terminate the Property to any greater condition which is required by this Section 6.2.4(a)Bloomberg Lease. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease Bloomberg Lease, the terms of the Condominium Declaration or (C) delivered to Borrower if required pursuant to Section 6.2.2the terms of the By-Laws, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Applicable Interest Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten thirty (1030) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's or the applicable TenantBloomberg's expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.4 and Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "DEFICIENCY), Borrower shall, at its option (within a reasonable period of time after receipt of such estimate) either deposit with or deliver to Lender (A) Cash and Cash Equivalents in amount equal to the Deficiency", (B) a Letter or Letters of Credit in an amount equal to the Deficiency, or (C) such other evidence of Borrower's ability to meet such excess costs and which is reasonably satisfactory to Lender and the Rating Agencies; for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower Borrower; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time after receipt prior to request for initial disbursement, be furnished with an estimate of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner accompanied by an Independent Architect's certification as Proceeds so that the same will be available for restoration), or (B) to such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender appropriate plans and specifications for the Rating Agencies;Work. Borrower shall restore all Improvements such that when they are restored and/or repaired, such Improvements and their contemplated use comply in all material respects with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank LeaseExcept as otherwise provided in this Agreement, promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the PropertyProperty which does not constitute a Total Loss, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the Work). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.3 to cause the Property to be released from the Lien of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced written request for reimbursement is made through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after written request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist), Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower shall, at its option (within a reasonable period of time after receipt of such estimate), at its election, ) either deposits deposit with or delivers deliver to Lender (and, if a Securitization shall have occurred, promptly following any such deposit or delivery, Borrower shall provide written notice of same to the Rating Agencies) (A) Cash and Cash Equivalents or Equivalents, (B) a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restorationdeposits under clauses (A) or (B) (Deficiency Collateral)), or (BC) such other evidence of Borrower's ’s ability to meet such excess costs and which is reasonably satisfactory to Lender and the Rating Agencies; for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower, provided it shall, if requested by Borrower, make the Deficiency Collateral available to Borrower for payment of the cost of the Work in accordance with this Section and any portion of any Deficiency Collateral not applied to the Work shall be promptly delivered to Borrower upon completion of the Work in accordance with the terms hereof; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to any request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Independent Architect’s certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply in all material respects with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly Promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the Work). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower's rights pursuant to Section 2.3.3 to cause the Property to be released from the Liens of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 at Borrower's sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.26.2.3, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's or the applicable Tenant's expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii), (iii) and (iiiiv) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ability to meet such excess costs and which is reasonably satisfactory to Lender and satisfactory to the Rating Agencies; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Independent Architect's certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.

Borrower to Restore. (a) Subject to the terms of the Existing Citibank Lease, promptly Promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the “Work”). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower’s rights pursuant to Section 2.3.3 to cause the Property to be released from the Lien of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 at Borrower’s sole cost and expense whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) 10 Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's ’s or the applicable Tenant's ’s expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower (within a reasonable period of time after receipt of such estimate), at its election, either deposits with or delivers to Lender (A) Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restoration), or (B) such other evidence of Borrower's ability to meet such excess costs and which is satisfactory to Lender and the Rating Agencies;a

Borrower to Restore. (a) Subject to the terms of the Existing Citibank LeaseExcept as otherwise provided in this Agreement, promptly after the occurrence of any damage or destruction to all or any portion of the Property or a Taking of a portion of the Property, Borrower shall commence and diligently prosecute, or cause to be commenced and diligently prosecuted, to completion, subject to Excusable Delays (or, if such restoration is being performed by the Citibank Tenant under the Existing Citibank Lease, subject to Force Majeure Causes (as defined in the Existing Citibank Lease))Delays, the repair, restoration and rebuilding of the Property (in the case of a partial Taking, to the extent it is capable of being restored) so damaged, destroyed or remaining after such Taking in full compliance with all material Legal Requirements and free and clear of any and all Liens except Permitted Encumbrances (such 66 repair, restoration and rebuilding are sometimes hereinafter collectively referred to as the WORK). The plans and specifications shall require that the Work be done in a first-class workmanlike manner at least equivalent to the quality and character prior to the damage or destruction (a) (provided, however, that in the case of a partial Taking, the Property restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Taking), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being agreed understood, however, that the foregoing Borrower shall not be deemed to limit the rights of the Citibank Tenant to make alterations to the Property in accordance with the terms of the Existing Citibank Lease) and (ii) Borrower shall not have any obligation obligated to restore the Property to the precise condition of the Property prior to any greater partial Taking of, or casualty or other damage or injury to, the Property, if the Work actually performed, if any, or failed to be performed, shall have no Material Adverse Effect on the value of the Property from the value that the Property would have had if the same had been restored to its condition immediately prior to such Taking or casualty. Subject to Borrower's rights pursuant to Section 2.3.3 to cause the Property to be released from the Lien of the Security Instrument, Borrower shall be obligated to restore the Property suffering a casualty or which is required by has been subject to a partial Taking in accordance with the provisions of this Section 6.2.4(a)6.2 whether or not the Proceeds shall be sufficient, provided that, if applicable, the Proceeds shall be made available to Borrower by Lender in accordance with this Agreement. (b) If Proceeds are not required to be (A) applied toward payment of the Indebtedness pursuant to the terms hereof, (B) delivered to the Citibank Tenant pursuant to the terms of the Existing Citibank Lease or (C) delivered to Borrower if required pursuant to Section 6.2.2, then Lender shall make the Proceeds which it is holding pursuant to the terms hereof (after payment of any reasonable out-of-pocket expenses actually incurred by Lender in connection with the collection thereof plus interest thereon at the Default Rate (from the date advanced through the date of reimbursement) to the extent the same are not paid within ten (10) Business Days after request for reimbursement by Lender, together with evidence reasonably required to establish the same) available to Borrower for payment of or reimbursement of Borrower's or the applicable Tenant's expenses incurred with respect to the Work, upon the terms and subject to the conditions set forth in paragraphs (i), (ii) and (iii) below and in Section 6.2.5: (i) at the time of disbursementloss or damage or at any time thereafter while Borrower is holding any portion of the Proceeds, there shall be no continuing Monetary Default or Event of Default; (ii) if, at any time, the estimated cost of the Work (as estimated by the Independent Architect referred to in clause (iii) below) shall exceed the Proceeds (a "Deficiency") and for so long as a Deficiency shall existDEFICIENCY), Lender shall not be required to make any Proceeds disbursement to Borrower unless Borrower shall, at its option (within a reasonable period of time after receipt of such estimate), at its election, ) either deposits deposit with or delivers deliver to Lender (and, if a Securitization shall have occurred, promptly following any such deposit or delivery, Borrower shall provide written notice of same to the Rating Agencies) (A) Cash and Cash Equivalents or Equivalents, (B) a Letter or Letters of Credit in an amount equal to the estimated cost of the Work less the Proceeds available (which Cash and Cash Equivalents shall be applied in the same manner as Proceeds so that the same will be available for restorationdeposits under clauses (A) or (B) (DEFICIENCY COLLATERAL)), or (BC) such other evidence of Borrower's ability to meet such excess costs and which is reasonably satisfactory to Lender and the Rating Agencies; for so long as a Deficiency shall exist, Lender shall not be required to make any Proceeds disbursement to Borrower, provided it shall, if requested by Borrower, make the Deficiency Collateral available to Borrower for payment of the cost of the Work in accordance with this Section and any portion of any Deficiency Collateral not applied to the Work shall be promptly delivered to Borrower upon completion of the Work in accordance with the terms hereof; (iii) Each of Lender and the Independent Architect shall have reasonably approved the plans and specifications for the Work and any change orders in connection with such plans and specifications; and (iv) Lender shall, within a reasonable period of time prior to any request for initial disbursement, be furnished with an estimate of the cost of the Work accompanied by an Independent Architect's certification as to such costs and appropriate plans and specifications for the Work. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply in all material respects with all applicable Legal Requirements including zoning, environmental and building laws, codes, ordinances and regulations.