Common use of Costs of Alteration Clause in Contracts

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in the written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrances.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lenderor Tenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Architect’s written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall be reduced on any given date to the Architect’s written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderArchitect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration which or Alteration which, when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated (or in writing by the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing exclusive of Alterations being directly paid for by Tenants at the Alterations Property), exceeds the Material Alteration Collateralization Threshold, Threshold Amount shall be performed by or on behalf of Mortgage Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than (a) the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect’s written estimate referred to above)) or (b) in the case of Alterations being performed by or on behalf of the Master Lessee, any sums required to be deposited by Master Lessee under the Master Lease. Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of any such security shall be reduced on any given date to the Independent Architect’s written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than five percent (5% %) in the aggregate with respect until fifty percent (50%) of the work to each trade contractbe performed under the applicable contract has been substantially completed) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds that exceed the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in the written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.26.2 of the Loan Agreement (Mortgage), the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to such Section 6.2 and which are held by Mortgage Lender in accordance with such Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in such Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrances.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect’s written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect’s written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the excess of (x) the Independent Architect's then written estimate of the cost to Mortgage Lender complete the Material Alteration or 84 the Alterations (including any security deposited by retainages), free and clear of Liens, other than Permitted Encumbrances over (y) the Master Lessee for any Alteration under the Master LeaseThreshold Amount. Costs which are payable by Borrower in connection with any Material Alteration shall be subject to a retainage (which in no event shall not be less than five percent (5% %) in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainageaggregate. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.26.2 and less the Threshold Amount. Payment or reimbursement of Mortgage Borrower’s 's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished made by Lender upon submission of a request therefor from time to time, together with an invoice evidencing the terms and conditions specified amount paid or then due. At any time after (i) substantial completion of any Material Alteration or any such Alteration in Section 6.2. Any respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall is deposited pursuant hereto or (ii) the date on which Borrower delivers to Lender an Officer's Certificate (together with reasonable supporting documentation with respect thereto) stating that (A) the remaining costs of any Material Alteration no longer exceed, in the aggregate, the Threshold Amount and (B) to the knowledge of the certifying Person, all amounts which Borrower is then liable to pay in respect of such Material Alteration through the date of the certification have been depositedpaid in full or adequately provided for or are being contested in accordance with Section 7.3 and that lien waivers with respect to all portions of such Alterations which have been completed by such date and paid for have been obtained from the general contractor and major subcontractors performing such Material Alterations (or such waivers are not customary and reasonably obtainable by prudent managers in the area where the Property is located), returned then the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall be paid by Lender to Mortgage Borrower upon the substitution of Borrower, and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of (ax) in the payment case of clause (ii) above, the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) Officer's Certificate described therein or (by) a reduction in the written estimate case of clause (i) above, an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as to the cost to complete the Material Alteration or the Alterations following clause (including any retainagesa)) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds that exceed the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in the written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, 6.2 of the Loan Agreement (Mortgage) the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to such Section 6.2 and which are held by Mortgage Lender in accordance with such Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in such Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrances.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lenderor Tenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Loan and Security Agreement Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Architect’s written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall be reduced on any given date to the Architect’s written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderArchitect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article XSection 13, no Material Alteration which when aggregated with all other Alterations or Alteration then being undertaken by Mortgage Borrower involves costs estimated in writing any PropCo Subsidiary (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing or Tenants at the Alterations exceeds the Material Alteration Collateralization ThresholdBorrowing Base Property), shall be performed by or on behalf of Mortgage Borrower any PropCo Subsidiary unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender the Administrative Agent Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in or the written estimate referred to above)Alteration. Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender the Administrative Agent any security deposited by the Master Lessee for any Alteration under the Master Lease. In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall be reduced on any given date to the Architect’s written estimate of the cost to complete the Material Alteration or the Alteration (including any retainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.29.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 9.2 and which are held by Mortgage Lender the Administrative Agent in accordance with Section 6.29.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.29.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with the Administrative Agent and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by the Administrative Agent to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) days after receipt by the Administrative Agent of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderArchitect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s 's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, 77 may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article XSection 12(c) hereof, no Material Alteration nor any Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing Mortgagor (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants) to be incurred in implementing at the Alterations Properties exceeds the Material Aggregate Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower Mortgagor unless Mezzanine Borrower Mortgagor shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Mortgagee Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost (exclusive of the Alterations minus costs to be funded from amounts held in any Account) of the Material Alteration Collateralization or the Alterations in excess of the Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Mortgagor's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date by Mortgagee delivering funds to deliver Mortgagor in a sum equivalent to Mortgage Lender the Independent Architect's written estimate of the cost to complete the Material Alterations or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than five percent (5% in the aggregate with respect to each trade contract%)) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower Mortgagor shall be entitled to withdraw Proceeds pursuant to Section 6.2Sections 6(f) and 6(g) hereof, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower Mortgagor may be entitled to withdraw pursuant to Section 6.2 Sections 6(f) and 6(g) hereof and which are held by Mortgage Lender Mortgagee in accordance with Section 6.26 hereof. Payment or reimbursement of Mortgage Borrower’s Mortgagor's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2Sections 6(f) through 6(g) hereof. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect whereof Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Mortgagee and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Mortgagor and shall have been depositedbe paid by Mortgagee to Mortgagor, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Mortgagor, within ten (10) days after receipt by Mortgagee of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of the following clause (ai)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article XSection 12(c) hereof, no Material Alteration nor any Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing Grantor (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants) to be incurred in implementing at the Alterations Properties exceeds the Material Aggregate Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower Grantor unless Mezzanine Borrower Grantor shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Beneficiary Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost (exclusive of the Alterations minus costs to be funded from amounts held in any Account) of the Material Alteration Collateralization or the Alterations in excess of the Alteration Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Grantor's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alterations or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract%) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower Grantor shall be entitled to withdraw Proceeds pursuant to Section 6.2Sections 6(g) and 6(h) hereof, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower Grantor may be entitled to withdraw pursuant to Section 6.2 Sections 6(g)and 6(h) hereof and which are held by Mortgage Lender Beneficiary in accordance with Section 6.26 hereof. Payment or reimbursement of Mortgage Borrower’s Grantor's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2Sections 6(g) through 6(h) hereof. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect whereof Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Beneficiary and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Grantor and shall have been depositedbe paid by Beneficiary to Grantor, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Grantor, within ten (10) days after receipt by Beneficiary of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of the following clause (ai)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. (a) Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower and/or Maryland Owner unless Mezzanine Borrower and/or Maryland Owner shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents Equivalents, or a guaranty by VOP or any Person, provided that VOP or such other Person maintains an Investment Grade rating as to its a long-term unsecured debt, to Lender (in form and substance reasonably acceptable to Lender and substantially similar to the Reserve Guaranty) (an “Alteration Deficiency Guaranty”) and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization less the Threshold Amount (as set forth in the Architect’s written estimate referred to above) and less such amounts that are in the Reserve Accounts that relate to such Work (if any) (the “Alteration Deficiency”), or other assurances reasonably acceptable to Lender of Borrower’s and/or Maryland Owner’s ability to complete and pay for such Alterations. Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower’s and/or Maryland Owner’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security and/or amount for which Guarantor is liable under a Alteration Deficiency Guaranty shall cause Mortgage Borrower be reduced on any given date to deliver the Architect’s written estimate of the cost to Mortgage Lender complete the Material Alteration (including any security deposited by retainages), free and clear of Liens, other than Permitted Encumbrances, less the Master Lessee for any Alteration under Threshold Amount (as set forth in the Master LeaseArchitect’s written estimate). Costs which are subject to retainage (which in no event shall be less than five percent (5% %) in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or such Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower and/or Maryland Owner shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents Equivalents, Alteration Deficiency Guaranty and/or Letter of Credit to be furnished pursuant hereto (if any) need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of (i) the amount of any Proceeds which Mortgage Borrower and/or Maryland Owner may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms 6.2 and conditions specified in Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (aii) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted EncumbrancesThreshold Amount.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect’s written estimate referred to above). Mezzanine Lender shall disburse any such Cash and Cash Equivalents to Borrower from time to time to pay for or reimburse Borrower for the cost of the material Alteration or the Alterations. In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect’s written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article XSection 12(c) hereof, no Material Alteration nor any Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants) to be incurred in implementing at the Alterations Property exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization or the Alterations in excess of the Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the excess of the Independent Architect's written estimate of the then remaining cost to Mortgage Lender complete the Material Alterations or the Alterations (including any security deposited by retainages), free and clear of Liens, other than Permitted Encumbrances over the Master Lessee for any Alteration under the Master LeaseThreshold Amount. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract%) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2Sections 6(e) and 6(f) hereof, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 Sections 6(e) and 6(f) hereof and which are held by Mortgage Lender in accordance with Section 6.26 hereof. Payment or reimbursement of Mortgage Borrower’s Bxxxxxxx's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2Sections 6(e) through 6(f) hereof. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect whereof Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (aas to the following clause (i)) by the payment of the costs of such Alteration Independent Architect, setting forth in such amount, free and clear of Liens (i.e., assuming substance as follows: that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or Alteration in respect of which such Cash and Cash Equivalents and/or a Letter of Credit was deposited has been substantially completed in all material respects in accordance with any plans and specifications therefor previously filed with Lender under Section 12(c) hereof and that, if applicable, a certificate of occupancy has been issued with respect to such Material Alteration or Alteration by the relevant Governmental Authority(ies) or, if not applicable, that a certificate of occupancy is not required; and that to the knowledge of the certifying Person all amounts which Borrower is or may become liable to pay in respect of such Material Alteration or Alteration through the date of the certification have been paid in full or adequately provided for or are being contested in accordance with Section 7(c) hereof and that lien waivers have been obtained from the general contractor and major subcontractors performing such Material Alterations or Alterations (including any retainages) approved by the Architect or such waivers are not customary and reasonably approved obtainable by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrancesprudent managers in the area where the Property is located).

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds that exceed the Material Alteration Collateralization Threshold, 108 shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in the written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.26.2 of the Loan Agreement (Mortgage), the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to such Section 6.2 and which are held by Mortgage Lender in accordance with such Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in such Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrances.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration nor any Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing at any one time (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower Tenants at the Property or out of the TI and Mezzanine LenderLeasing Reserve Account or the Structural Reserve Account) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization or the Alterations in excess of the Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Lender shall, within fifteen (15) Business Days of a written request from Borrower and satisfaction of the requirements set forth in this Section 10.3 release such security to Borrower for payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration or any Alteration. Borrower shall cause Mortgage Borrower not make a request for disbursement more frequently than once in any calendar month and the total amount of any request shall not be less than $25,000 (except in the case of the final request for disbursement). In addition, the amount of such security shall be reduced on any given date to deliver the Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from part of the date they would be due and payable but for their characterization as subject estimated cost to retainagecomplete any Alteration. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s 's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower and from the lien hereof, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender (a) Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect’s written estimate referred to above), or (b) a completion guaranty, in form and substance acceptable to Lender, from a credit-worthy Person reasonably acceptable to Lender (it being agreed that Guarantor shall be an acceptable guarantor so long as at such time Guarantor’s net worth equals or exceeds five times the anticipated aggregate cost of such Material Alteration). Mezzanine Borrower Any Cash and Cash Equivalents and/or a Letter of Credit delivered as such security shall cause Mortgage Borrower be reduced on any given date (but no more frequently than monthly) to deliver the Independent Architect’s written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainage), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainage, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidenceso deposited or delivered shall, in form reasonably satisfactory to Mortgage the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within 10 days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration nor any Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee at any one time (which costs shall be reasonably acceptable to Mezzanine Borrower exclusive of Alterations constituting tenant improvements or decorative work such as painting, wall papering and Mezzanine Lendercarpeting and the replacement of fixtures, furnishings and equipment) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Lender, if requested by Lender, Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization or the Alterations in excess of the Threshold Amount (as set forth in the Independent Architect’s written estimate referred to above). Mezzanine Lender shall, within ten (10) Business Days of a written request from Borrower and satisfaction of the requirements set forth in this Section 10.3 release such security to Borrower for payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration. Borrower shall cause Mortgage Borrower not make a request for disbursement more frequently than once in any calendar month and the total amount of any request shall not be less than $25,000 (except in the case of the final request for disbursement). In addition, the amount of such security shall be reduced from time to deliver time in accordance with the Independent Architect’s written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from part of the date they would be due and payable but for their characterization as subject estimated cost to retainagecomplete any Alteration. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower and from the lien hereof, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with a Borrower’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary ------------------- contained in this Article XSection 12(c) hereof, no Material Alteration nor any Alteration ------------- which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing Grantor (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants) to be incurred in implementing at the Alterations Properties exceeds the Material Aggregate Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower Grantor unless Mezzanine Borrower Grantor shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Beneficiary Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost (exclusive of the Alterations minus costs to be funded from amounts held in any Account) of the Material Alteration Collateralization or the Alterations in excess of the Alteration Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Grantor's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alterations or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract%) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower Grantor shall be entitled to withdraw Proceeds pursuant to Section 6.2Sections 6(g) and 6(h) hereof, the amount of the Cash and Cash ---------------------- Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower Grantor may be entitled to withdraw pursuant to Section 6.2 Sections 6(g) and 6(h) hereof and which are held by Mortgage Lender Beneficiary in accordance ---------------------- with Section 6.26 hereof. Payment or reimbursement of Mortgage Borrower’s Grantor's expenses incurred --------- with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2Sections 6(g) through ------------- 6(h) hereof. Any At any time after substantial completion of any Material Alteration ---- or any such Alteration in respect whereof Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Beneficiary and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Grantor and shall have been depositedbe paid by Beneficiary to Grantor, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Grantor, within ten (10) days after receipt by Beneficiary of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of the following clause (ai)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article XSection 12(c) hereof, no Material Alteration nor any Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing Grantor (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants) to be incurred in implementing at the Alterations Properties exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower Grantor unless Mezzanine Borrower Grantor shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Beneficiary Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost (exclusive of the Alterations minus costs to be funded from amounts held in any Account) of the Material Alteration Collateralization or the Alterations in excess of the Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Grantor's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the 59 Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alterations or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract%) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower Grantor shall be entitled to withdraw Proceeds pursuant to Section 6.2Sections 6(g) and 6(h) hereof, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower Grantor may be entitled to withdraw pursuant to Section 6.2 Sections 6(g) and 6(h) hereof and which are held by Mortgage Lender Beneficiary in accordance with Section 6.26 hereof. Payment or reimbursement of Mortgage Borrower’s Grantor's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2Sections 6(g) through 6(h) hereof. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect whereof Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Beneficiary and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Grantor and shall have been depositedbe paid by Beneficiary to Grantor, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit so deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Grantor, within ten (10) days after receipt by Beneficiary of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as to the following clause (i)) by the Independent Architect, setting forth in a lesser amountsubstance as follows: (i) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including Alteration in respect of which such Cash and Cash Equivalents and/or a Letter of Credit was deposited has been substantially completed in all material respects in accordance with any retainagesplans and specifications therefor previously filed with Beneficiary under Section 12(c) approved hereof and that, if applicable, a certificate of occupancy has been issued with respect to such Material Alteration or Alteration by the Architect relevant Governmental Authority(ies) or, if not applicable, that a certificate of occupancy is not required; and reasonably approved by Mortgage Lender, free and clear (ii) that to the knowledge of Liens, other than Permitted Encumbrances.the certifying Person all amounts which Grantor is or may become liable to pay in respect of such Material Alteration or Alteration through the date of the certification have been paid in full 60

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s 's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (as to the following clause (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved » by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds 125 that exceed the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in the written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrances.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Material Alteration or Alteration which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants at the Property) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Material Alteration or the Alterations minus the Material Alteration Collateralization Threshold Amount (as set forth in the Independent Architect’s written estimate referred to above). Mezzanine Borrower In addition to payment or reimbursement from time to time of Borrower’s expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall cause Mortgage Borrower be reduced on any given date to deliver the Independent Architect’s written estimate of the cost to Mortgage Lender complete the Material Alteration or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally is deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Borrower with Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer’s Certificate, and signed also (as to the following clause (a)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows: 100

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article XSection 12(c) hereof, no Material Alteration nor any Alteration other than Alterations related to the initial construction of a Property for which funds equal to the cost of construction has been deposited into an escrow account controlled by Lender, which when aggregated with all other Alterations (other than Material Alterations) then being undertaken by Mortgage Borrower involves costs estimated in writing (exclusive of Alterations being directly paid for by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine LenderTenants) to be incurred in implementing at the Alterations Properties exceeds the Material Aggregate Alteration Collateralization ThresholdThreshold Amount, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost (exclusive of the Alterations minus costs to be funded from amounts held in any Account) of the Material Alteration Collateralization or the Alterations in excess of the Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine In addition to payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration or any such Alteration, the amount of such security shall be reduced on any given date by Lender delivering funds to Borrower shall cause Mortgage Borrower in a sum equivalent to deliver the Independent Architect's written estimate of the cost to Mortgage Lender complete the Material Alterations or the Alterations (including any security deposited by the Master Lessee for any Alteration under the Master Leaseretainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than five percent (5% in the aggregate with respect to each trade contract%)) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2Sections 6(f) and 6(g) hereof, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 Sections 6(f) and 6(g) hereof and which are held by Mortgage Lender in accordance with Section 6.26 hereof. Payment or reimbursement of Mortgage Borrower’s 's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2Sections 6(f) through 6(g) hereof. Any At any time after substantial completion of any Material Alteration or any such Alteration in respect whereof Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (aas to the following clause (i)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows:

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization Threshold, shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization Threshold (as set forth in the written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage Lender any security deposited by the Master Lessee for any Alteration under the Master Lease. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contract) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally shall have been deposited, returned to Mortgage Borrower upon the substitution of a Letter of Credit in a lesser amount) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage Lender of (a) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage Lender, free and clear of Liens, other than Permitted Encumbrances.

Costs of Alteration. Notwithstanding anything to the contrary contained in this Article X, no Alteration which when aggregated with all other Alterations then being undertaken by Mortgage Borrower involves costs estimated in writing by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeds the Material Alteration Collateralization Threshold, (exclusive of Alterations being directly paid for by Bloomberg at the Property) shall be performed by or on behalf of Mortgage Borrower unless Mezzanine Borrower shall have caused Mortgage Borrower delivered to deliver to Mortgage Lender Cash and Cash Equivalents and/or a Letter of Credit as security in an amount not less than the estimated cost of the Alterations minus the Material Alteration Collateralization which is in excess of the Threshold Amount (as set forth in the Independent Architect's written estimate referred to above). Mezzanine Borrower shall cause Mortgage Borrower to deliver to Mortgage and Lender any acknowledge that such security deposited (i) will be held by the Master Lessee for Cash Management Bank in the Alterations Reserve Account and (ii) disbursed as hereinafter provided in this Section 10.3. In addition to payment or reimbursement from time to time of Borrower's expenses incurred in connection with any Material Alteration, the amount of such security shall be reduced on any given date to the Independent Architect's written estimate of the cost to complete the Material Alteration under the Master Lease(including any retainages), free and clear of Liens, other than Permitted Encumbrances. Costs which are subject to retainage (which in no event shall be less than 5% in the aggregate with respect to each trade contractaggregate) shall be treated as due and payable and unpaid from the date they would be due and payable but for their characterization as subject to retainage. In the event that any Material Alteration or Alteration shall be made in conjunction with any restoration with respect to which Mortgage Borrower shall be entitled to withdraw Proceeds pursuant to Section 6.2, the amount of the Cash and Cash Equivalents and/or Letter of Credit to be furnished pursuant hereto need not exceed the aggregate cost of such restoration and such Material Alteration or Alteration (as estimated by the Independent Architect), less the sum of the amount of any Proceeds which Mortgage Borrower may be entitled to withdraw pursuant to Section 6.2 and which are held by Mortgage Lender in accordance with Section 6.2. Payment or reimbursement of Mortgage Borrower’s 's expenses incurred with respect to any Material Alteration or any such Alteration shall be accomplished upon the terms and conditions specified in Section 6.2. Any At any time after substantial completion of any Material Alteration in respect of which Cash and Cash Equivalents and/or Letter of Credit deposited pursuant hereto shall be returned to Mortgage Borrower (or if a Letter of Credit originally was deposited pursuant hereto, the whole balance of any Cash and Cash Equivalents so deposited by Lender and then remaining on deposit (together with earnings thereon), as well as all retainages, may be withdrawn by Borrower and shall have been depositedbe paid by Lender to Borrower, returned to Mortgage Borrower upon the substitution of and any other Cash and Cash Equivalents and/or a Letter of Credit in a lesser amountso deposited or delivered shall, to the extent it has not been called upon, reduced or theretofore released, be released to Borrower, within ten (10) as Mortgage Borrower shall provide written evidence, in form reasonably satisfactory to Mortgage days after receipt by Lender of an application for such withdrawal and/or release together with an Officer's Certificate, and signed also (aas to the following clause (i)) the payment of the costs of such Alteration in such amount, free and clear of Liens (i.e., assuming that the first costs paid are those in excess of the Material Alteration Collateralization Threshold) or (b) a reduction in the written estimate of the cost to complete the Material Alteration or the Alterations (including any retainages) approved by the Architect and reasonably approved by Mortgage LenderIndependent Architect, free and clear of Liens, other than Permitted Encumbrances.setting forth in substance as follows: