Common use of Allocation of Proceeds Following Termination Clause in Contracts

Allocation of Proceeds Following Termination. In the event that this Lease is terminated (x) by Landlord under Section 6.1 or 6.3 above or (y) by Tenant under the provisions of the fourth (4th) paragraph of Section 6.1 or the second (2nd) paragraph of Section 6.3 above (i.e. on account of Landlord's election not to fund an insufficiency in the insurance proceeds or condemnation award necessary to fully restore the Buildings and/or the Site), Tenant shall be entitled to receive out of the Proceeds or Award Balance (as hereinafter defined) the Book Value of the Tenant Improvement Work (as hereinafter defined); provided, however, that if the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances (as hereinafter defined) exceed the Proceeds or Award Balance, then the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances shall be proportionately reduced to an amount which, when added together, shall equal the Proceeds or Award Balance and in such event Tenant shall be entitled to receive out of the Proceeds or Award Balance the amount of the Book Value of the Tenant Improvement Work as so reduced. To the extent that the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances is less than the Proceeds or A xxxx Balance, Landlord shall be entitled to the entire residual balance thereof. For the purposes hereof: (i) The "Proceeds or Award Balance" shall be the amount, if any, by which the net insurance proceeds or net condemnation award (as applicable) exceeds the total of (x) the portion of the proceeds or award allocable to the Site (i.e. as if the land were unimproved), plus (y) the replacement cost of the Buildings and the Additional Buildings (exclusive of the Tenant Improvement Work), plus (z) all amounts payable to Landlord's mortgagee or ground lessor on account of such casualty or taking. (ii) The "Book Value of the Tenant Improvement Work" shall be the then unamortized portion of all costs of construction of the Tenant Improvement Work under Article III above (less the Tenant Allowances), calculated on a straight-line basis over the Original Lease Term and determined as of the date of the casualty or taking. (iii) The "Book Value of the Tenant Allowances" shall be the then unamortized portion of the Tenant Allowances, calculated on a straight­ line basis over the Original Lease Term and determined as of the date of the

Allocation of Proceeds Following Termination. In the event that this Lease is terminated (x) by Landlord under Section 6.1 or 6.3 above or (y) by Tenant under the provisions of the fourth seventh (4th7th) paragraph of Section 6.1 or the second first (2nd1st) paragraph of Section 6.3 above (i.e. on account of Landlord's election not to fund an insufficiency in the insurance proceeds or condemnation award necessary to fully restore the Buildings and/or the Site)above, Tenant shall be entitled to receive out of the Proceeds or Award Balance (as hereinafter defined) the Book Value of the Tenant Improvement Work (as hereinafter defined); provided, however, that if the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances Landlord’s Contribution (as hereinafter defined) exceed the Proceeds or Award Balance, then the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances Landlord’s Contribution shall be proportionately reduced to an amount which, when added together, shall equal the Proceeds or Award Balance and in such event Tenant shall be entitled to receive out of the Proceeds or Award Balance the amount of the Book Value of the Tenant Improvement Work as so reduced. To the extent that the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances Landlord’s Contribution is less than the Proceeds or A xxxx Award Balance, Landlord shall be entitled to the entire residual excess balance thereof. For the purposes hereof: (i) The "“Proceeds or Award Balance" ” shall be the amount, if any, by which the net insurance proceeds or net condemnation award (as applicable) exceeds the total of (xa) the portion of the proceeds or award allocable to the Site (i.e. as if the land were unimproved), plus (yb) the replacement cost of the Buildings and the Additional Buildings Building (exclusive of the Tenant Improvement Work), plus (zc) all amounts payable to Landlord's ’s mortgagee or ground lessor on account of such casualty or taking, plus (d) in the event of a termination by Tenant under the provisions of the seventh (7th) paragraph of Section 6.1, all amounts expended by Landlord towards the restoration of the Tenant Improvement Work prior to the date of Tenant’s notice of termination. (ii) The "“Book Value of the Tenant Improvement Work" ” shall be the then unamortized portion of all costs of construction of the Tenant Improvement Work under Article III above (less the Tenant Allowances)Plan Excess Costs, calculated on a straight-line basis over the Original Lease Term and determined as of the date of the casualty or taking. (iii) The "“Book Value of the Tenant Allowances" Landlord’s Contribution” shall be the then unamortized portion of the Tenant AllowancesLandlord’s Contribution, calculated on a straight­ straight-line basis over the Original Lease Term and determined as of the date of thethe casualty or taking.

Allocation of Proceeds Following Termination. In the event that this Lease is terminated (x) by Landlord under Section 6.1 or 6.3 above or (y) by Tenant under the provisions of the fourth (4th) paragraph of Section 6.1 or the second (2nd) paragraph of Section 6.3 above (i.e. on account of Landlord's election not to fund an insufficiency in the insurance proceeds or condemnation award necessary to fully restore the Buildings and/or the Site), Tenant shall be entitled to receive out of the Proceeds or Award Balance (as hereinafter defined) the Book Value of the Tenant Improvement Work (as hereinafter defined); provided, however, that if the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances (as hereinafter defined) exceed the Proceeds or Award Balance, then the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances shall be proportionately reduced to an amount which, when added together, shall equal the Proceeds or Award Balance and in such event Tenant shall be entitled to receive out of the Proceeds or Award Balance the amount of the Book Value of the Tenant Improvement Work as so reduced. To the extent that the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances is less than the Proceeds or A xxxx Award Balance, Landlord shall be entitled to the entire residual balance thereof. For the purposes hereof: (i) The "Proceeds or Award Balance" shall be the amount, if any, by which the net insurance proceeds or net condemnation award (as applicable) exceeds the total of (x) the portion of the proceeds or award allocable to the Site (i.e. as if the land were unimproved), plus (y) the replacement cost of the Buildings and the Additional Buildings (exclusive of the Tenant Improvement Work), plus (z) all amounts payable to Landlord's mortgagee or ground lessor on account of such casualty or taking. (ii) The "Book Value of the Tenant Improvement Work" shall be the then unamortized portion of all costs of construction of the Tenant Improvement Work under Article III above (less the Tenant Allowances), calculated on a straight-line basis over the Original Lease Term and determined as of the date of the casualty or taking. (iii) The "Book Value of the Tenant Allowances" shall be the then unamortized portion of the Tenant Allowances, calculated on a straight­ straight- line basis over the Original Lease Term and determined as of the date of thethe casualty or taking.

Allocation of Proceeds Following Termination. In the event that this Lease is terminated (x) by Landlord under Section 6.1 or 6.3 above or (y) by Tenant under the provisions of the fourth seventh (4th7'h) paragraph of Section 6.1 or the second (2nd) first paragraph of Section 6.3 above (i.e. on account of Landlord's election not to fund an insufficiency in the insurance proceeds or condemnation award necessary to fully restore the Buildings and/or the Site)above, Tenant shall be entitled to receive out of the Proceeds or Award Balance (as hereinafter defined) the Book Value of the Tenant Improvement Work (as hereinafter defined); provided, however, that if the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances Landlord's Contribution (as hereinafter defined) exceed the Proceeds or Award Balance, then the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances Landlord's Contribution shall be proportionately reduced to an amount which, when added together, shall equal the Proceeds or Award Balance and in such event Tenant shall be entitled to receive out of the Proceeds or Award Balance the amount of the Book Value of the Tenant Improvement Work as so reduced. To the extent that the sum of the Book Value of the Tenant Improvement Work and the Book Value of the Tenant Allowances Landlord's Contribution is less than the Proceeds or A xxxx Award Balance, Landlord shall be entitled to the entire residual excess balance thereof. For the purposes hereof: (i) The "Proceeds or Award Balance" shall be the amount, if any, by which the net insurance proceeds or net condemnation award (as applicable) exceeds the total of (xa) the portion of the proceeds or award allocable to the Site (i.e. as if the land were unimproved), plus (yb) the replacement cost of the Buildings and the Additional Buildings Building (exclusive of the Tenant Improvement Work), plus (zc) all amounts payable to Landlord's mortgagee or ground lessor on account of such casualty or taking, plus (d) in the event of a termination by Tenant under the provisions of the seventh (71h) paragraph of Section 6.1 , all amounts expended by Landlord towards the restoration of the Tenant Improvement Work prior to the date of Tenant's notice of termination. (ii) The "Book Value of the Tenant Improvement Work" shall be the then unamortized portion of all costs of construction of the Tenant Improvement Work under Article III above (less the Tenant Allowances)Plan Excess Costs, calculated on a straight-line basis over the Original Lease Term and determined as of the date of the casualty or taking. (iii) The "Book Value of the Tenant AllowancesLandlord's Contribution" shall be the then unamortized portion of the Tenant AllowancesLandlord's Contribution, calculated on a straight­ straight-line basis over the Original Lease Term and determined as of the date of thethe casualty or taking.