BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

• (i) First, to any Lenders with then- outstanding Other Loans or the Lessor with an outstanding City Loan or City HELP Loan secured by the Project (in the order of their respective lien priority, if there is more than one Lender), an amount equal to the unpaid balance secured by their respective Other Loan, City Loan or City HELP Loan (as applicable) to the extent there are sufficient funds to make such payments; (ii) The balance, if any, shall be divided between the Lessor and the Lessee in the manner specified in subparagraph (e) below; provided, however, if the taking has no effect on the value of the Lessor's fee interest in the Land or reversionary interest in the Improvements, the balance shall be paid exclusively to the Lessee. (e) The Lessee shall receive reimbursement for any funds it has reasonably expended for repair and/or reconstruction of the Project (other than funds received from Lenders or the Lessor) pursuant to Article 6. The value of the Lessee's and Lessor's interest in the Lease, the residual value of the Land, and the Improvements shall be determined by an MAI or SRI appraiser selected by the Lessee. (0 The Lessee shall receive any award granted for or allocated to trade fixtures, moving expenses or loss of business. (g) If the Project is taken or condemned during the last five (5) years of the Lease Term under circumstances described in subparagraph (a) above, the Lessee may elect to terminate the Lease and proceeds of any payment or award shall be distributed in accordance with the provisions of subparagraphs (d) and (e) above. Section 6.2 Administration of Construction Fund in the Event of Condemnation, or Damage or Destruction of Proiect In the event that the Other Loans, the City Loan and the City HELP Loan have been paid in full, and if the Project or any part of it is to be repaired or reconstructed, after damage or destruction of the Project or its condemnation, all proceeds collected under any and all policies of insurance refereed to in Article V above covering such damage or destruction, or all compensation received by Lessee for such taking by the exercise of the power of eminent domain, shall be paid into a special fund to be created and held by the Lessee and to be designated as the Construction Fund, during such repairing or reconstructing. Any surplus of such insurance or condemnation proceeds remaining after the completion of all payments for such repairing or reconstructing shall be held or applied by the Lessee in a manner consistent with the applicable provision of Article V or this Article. If the repairs and reconstruction made pursuant to this Section will exceed One Hundred Thousand Dollars ($100,000), adjusted for inflation, Lessee shall obtain Lessor's written approval before making any such repairs or initiating any such reconstruction. The One Hundred Thousand Dollars ($100,000) shall be adjusted for inflation by increasing or decreasing said number by the percentage increase or decrease in the Consumer Price Index (as defined in 5.1(e)(3)) from the date of this Lease to the date of the repairs and reconstruction performed pursuant to this Section. Section 6.3 Lessee, Lessor, Lenders to be Made Parties in Legal Proceedings (a) In the event proceedings shall be instituted: (1) for the exercise of the power of eminent domain, or (ii) as a result of any damage to or destruction of the Project, the • 144 \105\153233.25 23