Common use of Application of Awards, etc Clause in Contracts

Application of Awards, etc. All awards and payments received by or payable to Lessor on account of a Taking (less the actual costs, fees and expenses incurred in connection with the collection thereof, for which the Person incurring the same shall be reimbursed from such award or payment, together with any interest or other income earned on such awards from the investment thereof and any other interest paid on any such awards prior to disbursement hereunder) shall be paid and applied in accordance with this Lease as follows: (a) All such awards and payments actually received on account of a Taking (other than a Total Taking based upon which Lessee shall have terminated the Lease) shall be applied as follows: (i) Subject to subparagraph (ii) below, such awards and payments shall be paid to a Depository and applied to pay the cost of the Restoration of the affected Property, such application to be effected by Lessor substantially in the same manner and subject to the same conditions as provided in Section 19.4 hereof with respect to insurance proceeds. (ii) In case of a Taking for a temporary use, such awards and payments shall be held and applied to the payment of Basic Rent and Additional Rent becoming due hereunder for the period of temporary use; provided, however, that if any portion of such awards and payments is made by reason of any damage to or destruction of any Property (or the Improvements thereon) during such Taking for temporary use, such portion shall be held and applied as provided in subparagraph (i) above after such Taking is terminated. (iii) The balance, if any, of such awards and payments not required to be held or applied in accordance with subparagraphs (i) and (ii) above, shall be paid to Lessor following completion of the Restoration. (b) All such awards or payments received or payable on account of a Total Taking with respect to any Property (or the Improvements thereon) shall, upon termination of this Lease in accordance with the provisions of Section 20.3 hereof, be paid to and retained by Lessor.

Application of Awards, etc. All awards and payments received by or payable to Lessor Landlord on account of a Taking (less the actual costs, fees and expenses incurred in connection with the collection thereof, for which the Person incurring the same shall be reimbursed from such award or payment, together with any interest or other income earned on such awards from the investment thereof and any other interest paid on any such awards prior to disbursement hereunder) shall be paid to and held in trust and applied in accordance with this Lease by Mortgagee, or, if there is no Mortgagee or if Mortgagee does not require that it hold such award, by Landlord, and shall be applied or dealt with as follows: (a) All such awards and payments actually received on account of a Taking (other than a Total Taking based upon which Lessee shall have terminated the LeaseTaking) shall be applied as follows: (i) Subject to subparagraph (ii) below, such awards and payments shall be paid to a Depository and applied to pay the cost of the Restoration of the affected Property, such application to be effected by Lessor substantially in the same manner and subject to the same conditions as provided in paragraph (a) of Section 19.4 hereof with respect to insurance proceeds; provided, however, that in case the total amount of such awards and payments shall not exceed $50,000, such awards and payments shall be paid over to Tenant, if no Event of Default then exists hereunder, upon Tenant's request and without compliance with any of such conditions. (ii) In case of a Taking for a temporary use, such awards and payments shall be held paid to Tenant and applied there shall be no abatement in Tenant's obligation to the payment of pay Basic Rent and Additional Rent becoming due hereunder for during the period of such temporary use; provided, however, that if any portion of such awards and payments is made by reason of any damage to or destruction of any the Property (or the Improvements thereon) during such Taking for temporary use, such portion shall be held and applied as provided in subparagraph (i) above after such Taking is terminated. (iii) The balance, if any, of such awards and payments not required to be held or applied in accordance with subparagraphs (i) and (ii) above, shall be paid to Lessor Landlord following completion of the Restoration. (b) All such awards or and payments received by or payable to Landlord on account of a Total Taking with respect to any the Property (or the Improvements thereon) during the Fixed Term or any Extended Term shall, upon termination of this Lease in accordance with the provisions of as contemplated by Section 20.3 hereof, be paid over or assigned to Landlord; provided, however, that Tenant shall be entitled to submit claims for, and retained retain any separate awards to Tenant based on: (i) its moving expenses, (ii) any unamortized value of any leasehold improvements paid by LessorTenant, and (iii) any loss to Tenant based on the difference between the Basic Rent payable hereunder (including any renewal Term hereof available to Tenant under Section 1.5 hereof) and the reasonable cost for comparable replacement space over the same period.

Application of Awards, etc. All awards and payments Proceeds received by or payable to Lessor the Mortgagee on account of a Taking (less the actual costs, fees and expenses incurred in connection with the collection thereof, for which the Person incurring the same shall be reimbursed from such award or paymentheld and invested by the Mortgagee, together with any interest or other income earned on such awards from subject to the investment thereof provisions of the Declaration of Easements and any other interest paid on any such awards prior to disbursement hereunder) shall be paid and the Condominium Deed, until applied in accordance with this Lease by the Mortgagee as follows: (a) All such awards and payments actually Proceeds (excluding the Proceeds on account of a Taking for temporary use) other than Proceeds received on account of a Taking (other than a Total Taking based upon shall be applied to the Restoration of the Premises as if such Proceeds were Proceeds of a casualty to be applied pursuant to Section 15.2, and after the completion of the Restoration of the Premises, any balance of the Proceeds remaining (excluding the proceeds on account of a Taking for temporary use or proceeds which Lessee shall have terminated are not in respect of a diminution in value of the LeasePremises) shall be applied as follows: (i) Subject to subparagraph (ii) below, such awards and payments shall be paid to a Depository and applied to pay the cost partial prepayment of the Restoration of the affected Property, such application to be effected by Lessor substantially in the same manner Notes and subject to the same conditions as provided in Section 19.4 hereof with respect to insurance proceeds. (ii) In case of a Taking for a temporary use, such awards and payments shall be held and applied to the payment of Basic Rent and Additional Rent becoming due hereunder for the period of temporary use; provided, however, that if any portion of such awards and payments is made by reason of any damage to or destruction of any Property (or the Improvements thereon) during such Taking for temporary use, such portion shall be held and applied as provided in subparagraph (i) above after such Taking is terminated. (iii) The balance, if any, of such awards and payments not required to be held or applied in accordance with subparagraphs (i) and (ii) above, shall be paid to Lessor following completion of the Restorationall other sums secured hereby. (b) All such awards or payments Proceeds received or payable on account of a Total Taking with respect of the Property shall be applied to any Property the prepayment in full to the extent that the Proceeds are sufficient therefor, of the Notes and all other sums secured hereby, and the balance, if any, shall be paid over and assigned to the Beneficiary (or the Improvements thereonparty entitled thereto under the Declaration of Easements) shallor as it may direct in writing. In the event that the Beneficiary is required under this Section 16.3(b) to prepay the Notes and the Proceeds are insufficient to prepay the Notes in full, upon termination of this Lease in accordance with the Beneficiary shall be obligated, subject to the provisions of Section 20.3 Article 38 hereof, be paid to and retained by Lessorpay immediately the amount of such insufficiency to the Mortgagee.

Application of Awards, etc. All awards and payments Proceeds received by or payable to Lessor the Mortgagee on account of a Taking (less the actual costs, fees and expenses incurred in connection with the collection thereof, for which the Person incurring the same shall be reimbursed from such award or payment, together with any interest or other income earned on such awards from held and invested by the investment thereof and any other interest paid on any such awards prior to disbursement hereunder) shall be paid and Mortgagee until applied in accordance with this Lease by the Mortgagee as follows: (a) All such awards and payments actually Proceeds (excluding the Proceeds on account of a Taking for temporary use) other than Proceeds received on account of a Taking (other than a Total Taking based upon which Lessee shall have terminated the Lease) shall be applied to the Restoration of the Premises as follows: (i) Subject if such Proceeds were Proceeds of a casualty to subparagraph (ii) belowbe applied pursuant to Section 15.2, such awards and payments shall be paid to a Depository and applied to pay after the cost completion of the Restoration of the Premises, any balance of the Proceeds remaining shall next be applied on the Payment Date following such completion as a prepayment (without penalty or Make-Whole Obligation) of the Allocated Amount pertaining to the affected Property. To the extent that, such application subsequent to be effected by Lessor substantially in Restoration, the same manner and subject to remaining Proceeds of a Taking (excluding the same conditions as provided in Section 19.4 hereof with respect to insurance proceeds. (ii) In case proceeds on account of a Taking for temporary use or proceeds which are not in respect of a temporary usediminution in value of the Premises) are sufficient to prepay the Allocated Amount pertaining to the affected Property and are so applied, such awards and payments Property shall then be held and released from the lien of this Mortgage. Any Proceeds of a Taking remaining after such prepayment shall first be applied to a further prepayment of the payment Mortgage Notes (without penalty or Make-Whole Obligation) in an amount equal to the lesser of Basic Rent (x) such remaining Proceeds and Additional Rent becoming due hereunder for (y) an amount such that the period total amount prepaid by the Mortgagor equals 125% of temporary use; provided, however, that if any portion the Allocated Amount of such awards and payments is made by reason affected Property. The balance of any damage to or destruction Proceeds of any Property (or the Improvements thereon) during such Taking for temporary use, such portion shall be held and applied as provided in subparagraph (i) above after such Taking is terminated. (iii) The balancea Taking, if any, of such awards and payments not required to be held or applied in accordance with subparagraphs (i) and (ii) above, shall be paid over and assigned to Lessor following completion of the RestorationMortgagor or as it may direct in writing. (b) All such awards or payments Proceeds received or payable on account of a Total Taking with respect to of any Property shall be applied to the prepayment (without penalty or Make-Whole Obligation) on the Improvements thereon) shallnext Payment Date, upon termination to the extent that the Proceeds are sufficient therefor, of the Allocated Amount pertaining to such Property, whereupon such Property shall be released from the lien of this Lease Mortgage. Any Proceeds of a Taking remaining after such prepayment shall first be applied to a further prepayment of the Mortgage Notes (without penalty or Make-Whole Obligation) in accordance with an amount equal to the lesser of (x) such remaining Proceeds and (y) an amount such that the total amount prepaid by the Mortgagor equals 125% of the Allocated Amount of such affected Property. The balance of any Proceeds of a Taking, if any, shall be paid over and -70- 82 assigned to the Mortgagor or as it may direct in writing. In the event that the Proceeds are insufficient to prepay the Allocated Amount pertaining to such Property (without penalty or Make-Whole Payment), the Mortgagor shall be obligated, subject to the provisions of Section 20.3 Article 38 hereof, to pay immediately the amount of such insufficiency to the Mortgagee and upon the payment of the entire Allocated Amount of such Property, such Property shall be released from the lien of this Mortgage. Any prepayment made pursuant to this Article 16 shall be applied to the Mortgage Notes in the following order of priority: first, to the Class A-1 Mortgage Note until the Class A-1 Mortgage Note has been paid in full; second, to the Class A-2 Mortgage Note until the Class A-2 Mortgage Note has been paid in full; third, to the Class B Note until the Class B Mortgage Note has been paid in full; fourth, to the Class C Mortgage Note until the Class C Mortgage Note has been paid in full; fifth, to the Class D Mortgage Note until the Class D Mortgage Note has been paid in full; sixth, to the Class E Mortgage Note until the Class E Mortgage Note has been paid in full; and retained by Lessorseventh, to the Class F Mortgage Note until the Class F Mortgage Note has been paid in full.

Application of Awards, etc. All awards and payments Proceeds received by or payable to Lessor the Mortgagee on account of a Taking (less the actual costs, fees and expenses incurred in connection with the collection thereof, for which the Person incurring the same shall be reimbursed from such award or paymentheld and invested by the Mortgagee, together with any interest or other income earned on such awards from subject to the investment thereof and any other interest paid on any such awards prior to disbursement hereunder) shall be paid and provisions of the REA, until applied in accordance with this Lease by the Mortgagee as follows: (a) All such awards and payments actually Proceeds (excluding the Proceeds on account of a Taking for temporary use) other than Proceeds received on account of a Taking (other than a Total Taking based upon shall be applied to the Restoration of the Premises, subject to the provisions of the REA, as if such Proceeds were Proceeds of a casualty to be applied pursuant to Section 14.2, and after the completion of the Restoration of the Premises, any balance of the Proceeds remaining (excluding the proceeds on account of a Taking for temporary use or proceeds which Lessee shall have terminated are not in respect of a diminution in value of the LeasePremises) shall be applied as follows: a partial prepayment (iwithout premium) Subject to subparagraph (ii) below, such awards and payments shall be paid to a Depository and applied to pay the cost of the Restoration of the affected Property, such application to be effected by Lessor substantially in the same manner Mortgage Note and subject to the same conditions as provided in Section 19.4 hereof with respect to insurance proceeds. (ii) In case of a Taking for a temporary use, such awards and payments shall be held and applied to the payment of Basic Rent and Additional Rent becoming due hereunder for the period of temporary use; provided, however, that if any portion of such awards and payments is made by reason of any damage to or destruction of any Property (or the Improvements thereon) during such Taking for temporary use, such portion shall be held and applied as provided in subparagraph (i) above after such Taking is terminated. (iii) The balance, if any, of such awards and payments not required to be held or applied in accordance with subparagraphs (i) and (ii) above, shall be paid to Lessor following completion of the Restorationall other sums secured hereby. (b) All such awards or payments Proceeds received or payable on account of a Total Taking with respect of the Property shall be applied, subject to any Property (or the Improvements thereon) shall, upon termination of this Lease in accordance with the provisions of Section 20.3 the REA, to the prepayment in full (without premium), to the extent that the Proceeds are sufficient therefor, of the Mortgage Note and all other sums secured hereby, and the balance, if any, shall be paid over and assigned to the Mortgagor or as it may direct in writing. In the event that the Proceeds are insufficient to prepay the Mortgage Note in full (without premium), the Mortgagor shall be obligated, subject to the provisions of Article 36 hereof, be paid to and retained by Lessorpay immediately the amount of such insufficiency to the Mortgagee.