Common use of Excess Rents Clause in Contracts

Excess Rents. If the consideration, rent, or other amounts payable to Tenant under any sublease, license, or other occupancy arrangement (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges to be paid hereunder (which amounts, in the case of a Sublease, shall be pro-rated based on the floor area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (a) in the case of an assignment, amortized over the remaining Term of the Lease, and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in question), then Tenant shall pay to Landlord, as Additional Rent, one-half (1/2) of the amount of such excess when and as received by Tenant. “Tenant’s Expenses” shall mean, collectively, (i) the necessary and reasonable expenses incurred by Tenant in good faith to third parties in connection with such an assignment or Sublease (as the case may be) on account of brokerage, legal, design, and demising and leasehold improvement costs in the portion of the Premises affected by, and specifically in connection with, such assignment or Sublease, and (iii) the unamortized out of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, in the portion of the Premises to be subject to such Sublease) and in either case with respect to the Initial Tenant Work, only the portion of the cost thereof paid out of pocket by Tenant, and not the portion of the cost thereof covered by Landlord’s Allowance pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated on a straight line basis over the remaining Initial Term of the Lease as of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfers.

Excess Rents. If the consideration, rent, or other amounts payable to Tenant under any sublease, license, concession, or other agreement for possession, use or occupancy arrangement of all or any portion of the Premises (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges to be paid hereunder (which amounts, in the case of a Sublease, shall be pro-rated based on the floor area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (a) in the case of an assignment, amortized over the remaining Term of the Lease, and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in question), then Tenant shall pay to Landlord, as Additional Rent, one-half (1/2) of the amount of such excess when and as received by Tenant. “Tenant’s Expenses” shall mean, collectively, (i) the necessary and reasonable expenses incurred by Tenant in good faith to third parties in connection with such an assignment or Sublease (as the case may be) on account of brokerage, legal, design, and demising and leasehold improvement costs in the portion of the Premises affected by, and specifically in connection with, such assignment or Sublease, and (iii) the unamortized out of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, in the portion of the Premises to be subject to such Sublease) and in either case with respect to the Initial Tenant Work, only the portion of the cost thereof paid out of pocket by Tenant, and not the portion of the cost thereof covered by Landlord’s Allowance pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated on a straight line basis over the remaining Initial Term of the Lease as of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 12.06 shall not apply to Related Party Transfers.

Excess Rents. If the consideration, rent, or other amounts payable to Tenant under any sublease, license, or other occupancy arrangement (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges to be paid hereunder (which amounts, in the case of a Sublease, amounts shall be pro-rated based on the floor area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (a) in the case of an assignment, amortized over the remaining Term of the Lease, and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in question), then Tenant shall pay to Landlord, as Additional Rent, one-half (1/2) of the amount of such excess when and as received by Tenant. “Tenant’s Expenses” shall mean, collectively, (i) the necessary and reasonable expenses incurred by Tenant in good faith to third parties in connection with such an assignment or Sublease (as the case may be) on account of brokerage, legal, design, and demising and leasehold improvement costs in the portion of the Premises affected by, and specifically in connection with, such assignment or Sublease, and (iii) the unamortized out of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, or in the portion of the Premises to be subject to such Sublease, as the case may be) and in either case with respect to the Initial Tenant Work, only the portion of the cost thereof paid out of pocket by Tenant, and not the portion of the cost thereof covered by Landlord’s Allowance pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated on a straight line basis over the remaining Initial Term of the Lease as of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfers.

Excess Rents. If Except for Permitted Transfers and the considerationsharing of undemised occupancy as aforesaid, rentTenant shall pay to Landlord, or other amounts payable to Tenant as additional rent under any subleasethis Lease, license, or other occupancy arrangement (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges to be paid hereunder (which amounts, in the case of a Sublease, shall be pro-rated based on the floor area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (ai) in the case of an assignment, amortized over the remaining Term fifty percent (50%) of the Leasesums received by Tenant in consideration of such assignment, calculated after Tenant has recovered in full from such consideration its “Transaction Expenses” (as hereafter defined) and “Amortization of TI Investment Expenses” (as hereinafter defined), and (bii) in the case of a Subleasesublease, fifty percent (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in question), then Tenant shall pay to Landlord, as Additional Rent, one-half (1/250%) of the amount amount, if any, by which the rent, any additional rent and any other sums payable by the subtenant to Tenant under such sublease, exceeds that portion of the Annual Base Rent and additional rent payable by Tenant hereunder which is allocable to the portion of the Premises which is the subject of such excess when sublease, calculated after Tenant has recovered in full its Transaction Expenses and as received by Tenant“Amortization of TI Investment Expenses” from such net amount. “Tenant’s Transaction Expenses” shall mean”, collectivelyas used herein, (i) the necessary means all reasonable and reasonable actual expenses incurred by Tenant in good faith procuring such assignment or sublease, including, without limitation, advertising expenses, brokerage commissions and fees, legal fees (if any) paid by Tenant, the cost of any improvements which Tenant makes to third parties the applicable portion of the Premises at Tenant’s expense in connection with such an assignment or Sublease (as the case may be) on account of brokerage, legal, designsublease, and demising and leasehold improvement costs in any concessions granted to the portion of the Premises affected by, and specifically in connection withsubtenant or assignee, such assignment or Subleaseas but not limited to improvement allowances and free rent. “Amortization of TI Investment Expenses,” as used herein, and (iii) the unamortized out of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, in the portion of the Premises to be subject to such Sublease) and in either case means with respect to the Initial duration of occupancy by any third party under the assignment or sublease, the monthly amortization, straight line over the term of this Lease (except if and to the extent the space was incorporated into the Premises under Sections 2.5, 2.6 or 2.7, the amortization period with respect to the initial leasehold improvements therein shall be the then remaining term of this Lease as it may have been extended by any Extension Option theretofore exercised) of Tenant’s out-of-pocket costs (i.e. exclusive of any tenant improvement allowance allocable to such space whether or not Tenant Work, only actually used the portion same to fund such improvements) to make the initial leasehold improvements prior to the initial occupancy of such space by Tenant or other initial occupant under this Lease. Any dispute under this Section 6.4 regarding the calculation of the cost thereof paid out of pocket additional rent due to Landlord in accordance with this Section 6.4 may be submitted for resolution by Tenant, and not the portion of the cost thereof covered by Landlord’s Allowance either party pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated on a straight line basis over the remaining Initial Term of the Lease as of the date such expense was incurred by Tenant. There shall be included special expedited dispute resolution procedure set forth in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfers.Exhibit J.

Excess Rents. If the consideration, rent, or other amounts payable Landlord consents to Tenant under any sublease, license, or other occupancy arrangement (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges or sublet pursuant to be paid hereunder (which amounts, in the case of a Sublease, shall be pro-rated based on the floor area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (a) in the case of an assignment, amortized over the remaining Term of the Lease, and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in question)this Section 18, then Tenant shall pay to Landlord, Landlord as Additional Rent, one-half fifty percent (1/250%) of the amount of such excess when and as any Bonus Rent received by Tenant. For purposes of this Lease, “Tenant’s ExpensesBonus Rent” shall mean, collectively, mean sums (i) which Tenant receives pursuant to the necessary and reasonable expenses incurred by Tenant in good faith to third parties in connection with such an terms of the assignment or Sublease sublet which are in excess of total Rent which Tenant is obligated to pay Landlord under this Lease (as the case may be) on account of brokerage, legal, design, and demising and leasehold improvement costs in the to be pro-rated if only a portion of the Leased Premises affected by, and specifically in connection with, such assignment or Sublease, and (iii) the unamortized out of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, in the portion of the Premises to be is subject to such Subleasetransfer); less (ii) and in either case with respect to the Initial Tenant Work, only the portion of the cost thereof (a) leasing commissions paid out of by Tenant; (b) other out-of-pocket costs paid by Tenant, including attorneys’ fees, advertising costs, and not expenses of improvements or other expenses of readying the portion of Leased Premises for occupancy by the cost thereof covered by Landlord’s Allowance pursuant transferee; (c) any consideration paid to the Work Lettertransferee or any third party to induce the transferee to consummate the transfer; and (d) out-of-pocket costs paid by Tenant for reasonable tenant improvement work or allowances, and any reasonable rent concessions, all of which costs, for the purposes of determining the amounts payable to Landlord shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated amortized on a straight line basis over the remaining Initial Term term of the Lease as in the case of an assignment or sublease. In no event shall Bonus Rent be payable in connection with an assignment or sublease pursuant to Section 18(c). Tenant shall provide Landlord with written invoices and receipts reasonably satisfactory to Landlord evidencing costs and expenses paid by Tenant described in clause (ii) of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfersimmediately preceding sentence.

Excess Rents. If Sublessor shall be entitled to one-fourth (1/4) of any Excess Rents (defined below) payable by any Transferee and Sublessee shall pay such amount to Sublessor as and when the considerationsame is received by Sublessee following recovery of the Costs (defined below) incurred by Sublessee in connection with said Transfer. "Excess Rents" shall mean any and all rents, rentpayments, charges or other amounts payable to Tenant under any sublease, license, or other occupancy arrangement (collectively, consideration received by Sublessee from a “Sublease”) or any assignment exceed Transferee in excess of the sum of (1) Rent and other charges Charges payable by Sublessee to be paid hereunder Sublessor (which amounts, in calculated on a "per square foot" basis if less than the case entire Premises is the subject of a Sublease, shall be pro-rated based on the floor area intended to be subject to such Sublease), and Transfer) after recovery by Sublessee of the following (2) Tenant’s Expenses (which shall be "Costs"): (a) all costs incurred in connection with the case Transfer, including attorneys' fees, brokers' commissions, allowances, concessions, the cost of an assignment, amortized over constructing improvements and the remaining Term cost of the LeaseSublessee's performance under any sub-sublease (if other than a net lease), and (b) in the case unamortized cost of a Sublease, any improvements to or personal property (i) pro-rated based on to the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term extent included for purposes of the Sublease in question), then Tenant shall pay to Landlord, as Additional Rent, one-half (1/2) of the amount of such excess when and as received by Tenant. “Tenant’s Expenses” shall mean, collectively, (icalculating "rent" under this Paragraph 15) the necessary and reasonable expenses incurred Premises constructed O. paid for by Sublessee (Sublessee hereby acknowledging that the Tenant in good faith to third parties in connection with such an assignment or Improvements will be fully amortized during the initial Sublease (as the case may beTerm) on account of brokerage, legal, design, and demising and leasehold improvement costs in the portion of the Premises affected by, and specifically in connection with, such assignment or Sublease, and (iii) that is the unamortized out subject of pocket cost to Tenant of previously constructing Tenant Work in the Premises (orTransfer, in each case, so long as the case term of the Transfer is for the full Sublease Term (including any option to extend the Sublease Term which must be exercised by Sublessee pursuant to Sublessee's agreement with the Transferee). Otherwise, Sublessee shall only be entitled to recovery of a Sublease, in the pro rata portion of the Premises to be subject to such Sublease) and in either case with respect to unamortized cost of its improvements amortized over the Initial Tenant Work, only the portion term of the cost thereof paid out of pocket by Tenant, and not Transfer. For the portion of the cost thereof covered by Landlord’s Allowance pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculationParagraph 15, with such amortization the term "rent" shall include any consideration of any kind received, or to be calculated on a straight line basis over received, by Sublessee (or from any subtenant of Sublessee) from the remaining Initial Term Transferee, if such sums are related to Sublessee's interest in this Sublease or in the Premises, including, but not limited to, key money and payments for Sublessee's personal property in excess of the Lease as of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment unamortized cost or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculationbook value thereof. The provisions of term "personal property" as used in this Section 12.05 subsection shall not apply refer to Related Party Transfersfixtures, inventory, good will, equipment and furniture.

Excess Rents. If Except for Related Party Transfers, if the consideration, rent, or other amounts payable to Tenant under any sublease, license, or other occupancy arrangement (collectively, a “Sublease”) or any assignment Transfer exceed the sum of (1) Rent and other charges to be paid hereunder Tenant’s Transfer Expenses (which amounts, pro rated based (a) on floor area in the case of a Subleasesubletting, shall be pro-rated based on license or other occupancy of less than the floor entire area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (a) in the case of an assignment, amortized over the remaining Term of the Lease, Premises and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in questionremaining Term), then Tenant shall pay to Landlord, as Additional Rent, one-half (1/2) 50% of the amount of such excess when and as received by Tenantreceived. “Tenant’s “Transfer Expenses” shall mean, collectively, mean (ia) the Tenant’s reasonable and necessary and reasonable expenses incurred by Tenant in good faith payments to third parties in connection with such an assignment or Sublease (as the case may be) a Transfer on account of brokerage, legal, design, legal and demising and leasehold improvement fit-up costs in the portion of the Premises affected by, and specifically in connection with, such assignment or Sublease, and (iiib) the unamortized out cost of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, in the portion of the Premises to be subject to such Sublease) and in either case with respect to the Initial any Tenant Work, only the portion of the cost thereof paid out of pocket by Tenant, and not the portion of the cost thereof covered by Landlord’s Allowance pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated on determined over a straight line basis over 10-year period at a discount rate equal to the remaining Initial Term of the Lease as of the date such expense was incurred by Tenant. There shall be included Prime Rate published in the calculation to be performed pursuant to Wall Street Journal on the Date of Lease. Without limiting the generality of the first sentence of this section section, any lump-sum payment or periodic series of payments made to Tenant (including without limitation for the purchase or use of so-called leasehold improvements or Tenant Property and any separate charges for services in excess of fair market value for such leasehold improvements, but all lump-sum Tenant Property or periodic payments made to Tenant charges for services) on account of any Transfer shall be included in the leasing or mere use consideration paid to Tenant for the purpose of determining Landlord’s share of such consideration by amortizing such lump sum amounts over the Term without interest and on a straight-line basis and adding such amount to all other regular monthly payments of consideration due to Tenant. To the extent such consideration, including the amortized lump sum amounts, exceeds the Rent and Tenant’s equipment by Transfer Expenses, the Transferee under Tenant shall pay Landlord a share of such Sublease lump sum amount equal to such excess attributable to the lump sum at the time Tenant receives such lump sum. If Tenant does transfer more than 25% of the Premises with (or assignment without) Landlord’s consent, any option or other right that Tenant may have relating to the Premises, including any right to extend the Term or lease other premises, shall automatically be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfersterminated.

Excess Rents. If the consideration, rent, or other amounts payable Landlord consents to Tenant under any sublease, license, or other occupancy arrangement (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges or sublet pursuant to be paid hereunder (which amounts, in the case of a Sublease, shall be pro-rated based on the floor area intended to be subject to such Sublease), and (2) Tenant’s Expenses (which shall be (a) in the case of an assignment, amortized over the remaining Term of the Lease, and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of the Sublease in question)this Section 18, then Tenant shall pay to Landlord, Landlord as Additional Rent, one-half fifty percent (1/250%) of the amount of such excess when and as any Bonus Rent received by Tenant. For purposes of this Lease, “Tenant’s ExpensesBonus Rent” shall mean, collectively, mean sums (i) which Tenant receives pursuant to the necessary and reasonable expenses incurred by Tenant in good faith to third parties in connection with such an terms of the assignment or Sublease (as sublet, whether or not denominated rentals under the case may be) on account of brokerage, legal, designtransfer, and demising and leasehold improvement costs which sums are in the excess of total sums which Tenant is obligated to pay Landlord under this Lease (to be pro-rated if only a portion of the Leased Premises affected by, and specifically in connection with, such assignment or Sublease, and (iii) the unamortized out of pocket cost to Tenant of previously constructing Tenant Work in the Premises (or, in the case of a Sublease, in the portion of the Premises to be is subject to such Subleasetransfer); less (ii) and in either case with respect to the Initial Tenant Work, only the portion of the cost thereof (a) reasonable leasing commissions paid out of by Tenant; (b) other reasonable out-of-pocket costs paid by Tenant, including reasonable attorneys’ fees, advertising costs, and not expenses of improvements or other expenses of readying the portion of Leased Premises for occupancy by the cost thereof covered by Landlord’s Allowance pursuant transferee; (c) any consideration paid to the Work Lettertransferee or any third party to induce the transferee to consummate the transfer; and (d) out-of-pocket costs paid by Tenant for tenant improvement work allowances or rent concessions, all of which costs, for the purposes of determining the amounts payable to Landlord shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated amortized on a straight line basis over the remaining Initial Term term of the Lease as in the case of an assignment or sublease. Tenant shall provided Landlord with written invoices and receipts reasonably satisfactory to Landlord evidencing costs and expenses paid by Tenant described in clause (ii) of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use of Tenant’s equipment by the Transferee under such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfersimmediately preceding sentence.

Excess Rents. If the consideration, rent, Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other amounts payable to Tenant under consideration therefor or incident thereto in any sublease, license, or other occupancy arrangement form) (collectively, a “Sublease”) or any assignment exceed the sum of (1) Rent and other charges to be paid hereunder (which amounts, except in the case of a Sublease, shall be pro-rated based on Permitted Transfer) exceeds the floor area intended sum of the rental payable under this Lease and all expenses required to be subject paid by Tenant by this Lease (excluding however, any Rent payable under this Section) and actual and reasonable third party costs incurred by Tenant, including without limitation, advertising costs, tenant improvement allowances, brokerage fees, legal costs and any design or construction fees directly related to and required pursuant to the terms of any such Sublease)sublease or assignment, and (2) Tenant’s Expenses (which shall be (a) amortized over the term of the sublease, or, in the case of an assignment, amortized over the remaining Term of the Lease, and (b) in the case of a Sublease, (i) pro-rated based on the floor area intended to be subject to such Sublease, and (ii) amortized over the fixed term of this Lease) (such excess being the Sublease in question“Excess Rent”), then Tenant shall be bound and obligated to pay Landlord as Additional Rent hereunder any periodic portion of such Excess Rent within 10 days following receipt thereof by Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as Additional Rent, one-half (1/2) of the amount of such excess when and as received by Tenant. “security for Tenant’s Expenses” shall meanobligations under this Lease, collectively, (i) the necessary and reasonable expenses incurred by Tenant in good faith to third parties in connection with all rent from any such an assignment or Sublease (as the case may be) on account of brokerage, legal, designsubletting, and demising Landlord as assignee, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and leasehold improvement costs in the portion of the Premises affected by, apply it toward Tenant’s obligations under this Lease and specifically in connection with, such assignment or Sublease, and (iii) the unamortized out of pocket cost Landlord shall promptly deliver to Tenant of previously constructing Tenant Work any portion thereof in the Premises (or, in the case of a Sublease, in the portion of the Premises to be subject to such Sublease) and in either case with respect to the Initial Tenant Work, only the portion of the cost thereof paid out of pocket by Tenant, and not the portion of the cost thereof covered by Landlord’s Allowance pursuant to the Work Letter, shall be included as an “out of pocket cost to Tenant” for purposes of this calculation, with such amortization to be calculated on a straight line basis over the remaining Initial Term of the Lease as of the date such expense was incurred by Tenant. There shall be included in the calculation to be performed pursuant to the first sentence of this section any lump-sum payment or periodic payments made to Tenant for the purchase of so-called leasehold improvements, but all lump-sum or periodic payments made to Tenant on account of the leasing or mere use excess of Tenant’s equipment by obligations hereunder; except that, until the Transferee under occurrence of a Default, Tenant shall have the right to collect and retain such Sublease or assignment shall be excluded from such calculation. The provisions of this Section 12.05 shall not apply to Related Party Transfersrent other than Excess Rent.