Lease of Texas Property. The lease of the Texas Property from Southeast to the Prime Texas Subsidiary shall be effected by lease (the "Texas Lease") which contains terms and provisions reasonably satisfactory to Prime, but Prime shall not have reason to object to any terms and provisions which are in the HPT Lease unless an objection to such terms and provisions is made in accordance with the provisions of Section 12.1; provided, however, (i) the Prime Texas Subsidiary shall be deemed to have deposited "Retained Funds" in an amount equal to the same multiple of the minimum annual rent under such lease with respect to the Texas Property as is required by Landlord with respect to the Additional Property pursuant to an amendment to the HPT Lease or a separate lease as contemplated in Section 3.3, and (ii) the minimum annual rent under such lease with respect to the Texas Property shall be Three Million Fifty-Eight Thousand and No/100 Dollars ($3,058,000.00), allocated as set forth in Exhibit P attached hereto and incorporated herein by this reference. Notwithstanding the foregoing, ShoLodge, by written notice to Prime, may adjust the minimum annual rent for the Texas Property and the allocation thereof by up to ten percent (10%) of the amount thereof per Hotel as long as (i) the aggregate minimum annual rent for the Additional Property and the Texas Property does not exceed Seven Million Four Hundred Twenty-Three Thousand and No/100 Dollars ($7,423,000.00), and (ii) the lease of the Additional Property and the Texas Property shall have the same initial term and renewal options as provided in the HPT Lease. The obligations of the Prime Texas Subsidiary under the Texas Lease shall be secured by a security interest in the personal property located at the Texas Real Property and in the "FF&E Reserve" created pursuant to the Texas Lease and by a pledge of the stock of the Prime Texas Subsidiary pursuant to documents which contain terms and provisions reasonably satisfactory to Prime, but Prime shall not have reason to object to any terms and provisions which are in the HPT Security Agreement, the HPT Assignment and Security Agreement or the HPT Stock Pledge unless an objection to such terms and provisions is made in accordance with the provisions of Section 12.1. The Texas Property shall be leased by the Prime Texas Subsidiary free and clear of all Encumbrances, but subject to the Permitted Exceptions which relate to the Texas Property and to the Texas Operating Agreements. From and after Closing, all liabilities of Southeast under the Texas Operating Agreements and under the
Appears in 2 contracts
Samples: Lease Agreement (Sholodge Inc), Sale and Purchase Agreement (Prime Hospitality Corp)
Lease of Texas Property. The lease of the Texas Property from Southeast to the Prime Texas Subsidiary shall be effected by lease (the "Texas Lease") which contains terms and provisions reasonably satisfactory to Prime, but Prime shall not have reason to object to any terms and provisions which are in the HPT Lease unless an objection to such terms and provisions is made in accordance with the provisions of Section 12.1; provided, however, (i) the Texas Lease shall require an audit of hotel revenues only unless and until the Texas Property is sold to HPT or an Affiliate of HPT, at which time an audit of the Prime Texas Subsidiary shall be required if requested by such transferee, (ii) the Prime Texas Subsidiary shall be deemed to have deposited "Retained Funds" in an the amount equal to the same multiple of the minimum annual rent under such lease with respect to the Texas Property as is required by Landlord with respect to the Additional Property pursuant to an amendment to the HPT Lease or a separate lease as contemplated in Section 3.3Three Million One Hundred Twenty-Seven Thousand Eight Hundred and No/100 Dollars ($3,127,800.00), and (iiiii) the minimum annual rent under such lease with respect to the Texas Property shall be Three (A) Two Million FiftyNine Hundred Twelve Thousand Two Hundred Forty-Eight Thousand Four and No/100 Dollars ($3,058,000.002,912,244.00), allocated as set forth in Exhibit P attached hereto and incorporated herein by this reference. Notwithstanding the foregoing, ShoLodgeprior to July 1, by written notice to Prime2011, may adjust the minimum annual rent for the Texas Property and the allocation thereof by up to ten percent (10%B) of the amount thereof per Hotel as long as (i) the aggregate minimum annual rent for the Additional Property and the Texas Property does not exceed Seven Three Million Four One Hundred Twenty-Three Seven Thousand Eight Hundred and No/100 Dollars ($7,423,000.003,127,800.00), allocated as set forth in Exhibit P attached hereto and incorporated herein by this reference, after June 30, 2011. Notwithstanding anything to the contrary, in the event that (iix) the lease either (1) any portion of the Additional Property and HPT Lease Security Deposit which relates to an Existing HPT Hotel (or a hotel exchanged for an Existing HPT Hotel as contemplated in the Texas Property shall have last sentence of Section 11.6) is either (A) returned to Prime or the same initial term and renewal options as provided Prime HPT Subsidiary prior to June 30, 2013 for any reason or (B) applied against any obligation of the Prime HPT Subsidiary in accordance with the terms of the HPT Lease prior to June 30, 2013 due to a default by the Prime HPT Subsidiary under the HPT Lease. The obligations , or (2) any portion of the HPT Lease Security Deposit is paid to ShoLodge and Prime Texas Subsidiary pursuant to the last sentence of the initial paragraph of Section 5.3 or the last sentence of the third paragraph of Section 5.4, then (y) the minimum annual rent payable under the Texas Lease prior to July 1, 2011 (as previously increased, if applicable), shall be secured increased by a security interest an amount calculated by first determining the monthly amount that if invested at nine percent (9%) for the number of months between the date of calculation and June 30, 2013 (disregarding partial months) would equal the reduction in the personal property located at the Texas Real Property and in the "FF&E Reserve" created amount payable by Prime to ShoLodge pursuant to the Texas Lease and by Section 18.3 as a pledge result of the stock event requiring such calculation (and assuming for the purpose of the Prime Texas Subsidiary pursuant to documents which contain terms and provisions reasonably satisfactory to Prime, but Prime shall not have reason to object to any terms and provisions which are in the HPT Security Agreement, the HPT Assignment and Security Agreement or the HPT Stock Pledge unless an objection to calculating such terms and provisions is made in accordance with the provisions of Section 12.1. The Texas Property shall be leased by the Prime Texas Subsidiary free and clear of all Encumbrances, but subject to the Permitted Exceptions which relate to the Texas Property and to the Texas Operating Agreements. From and after Closing, all liabilities of Southeast under the Texas Operating Agreements and under thereduction only that
Appears in 1 contract
Samples: Lease Agreement (Sholodge Inc)
Lease of Texas Property. The lease of the Texas Property from Southeast to the Prime Texas Subsidiary shall be effected by lease (the "Texas Lease") which contains terms and provisions reasonably satisfactory to Prime, but Prime shall not have reason to object to any terms and provisions which are in the HPT Lease unless an objection to such terms and provisions is made in accordance with the provisions of Section 12.1; provided, however, (i) the Texas Lease shall require an audit of hotel revenues only unless and until the Texas Property is sold to HPT or an Affiliate of HPT, at which time an audit of the Prime Texas Subsidiary shall be required if requested by such transferee, (ii) the Prime Texas Subsidiary shall be deemed to have deposited "Retained Funds" in an the amount equal to the same multiple of the minimum annual rent under such lease with respect to the Texas Property as is required by Landlord with respect to the Additional Property pursuant to an amendment to the HPT Lease or a separate lease as contemplated in Section 3.3Three Million One Hundred Twenty-Seven Thousand Eight Hundred and No/100 Dollars ($3,127,800.00), and (iiiii) the minimum annual rent under such lease with respect to the Texas Property shall be Three (A) Two Million FiftyNine Hundred Twelve Thousand Two Hundred Forty-Eight Thousand Four and No/100 Dollars ($3,058,000.002,912,244.00), allocated as set forth in Exhibit P attached hereto and incorporated herein by this reference. Notwithstanding the foregoing, ShoLodgeprior to July 1, by written notice to Prime2011, may adjust the minimum annual rent for the Texas Property and the allocation thereof by up to ten percent (10%B) of the amount thereof per Hotel as long as (i) the aggregate minimum annual rent for the Additional Property and the Texas Property does not exceed Seven Three Million Four One Hundred Twenty-Three Seven Thousand Eight Hundred and No/100 Dollars ($7,423,000.003,127,800.00), allocated as set forth in Exhibit P attached hereto and incorporated herein by this reference, after June 30, 2011. Notwithstanding anything to the contrary, in the event that (iix) the lease either (1) any portion of the Additional Property and HPT Lease Security Deposit which relates to an Existing HPT Hotel (or a hotel exchanged for an Existing HPT Hotel as contemplated in the Texas Property shall have last sentence of Section 11.6) is either (A) returned to Prime or the same initial term and renewal options as provided Prime HPT Subsidiary prior to June 30, 2013 for any reason or (B) applied against any obligation of the Prime HPT Subsidiary in accordance with the terms of the HPT Lease prior to June 30, 2013 due to a default by the Prime HPT Subsidiary under the HPT Lease. The obligations , or (2) any portion of the HPT Lease Security Deposit is paid to ShoLodge and Prime Texas Subsidiary pursuant to the last sentence of the initial paragraph of Section 5.3 or the last sentence of the third paragraph of Section 5.4, then (y) the minimum annual rent payable under the Texas Lease prior to July 1, 2011 (as previously increased, if applicable), shall be secured increased by a security interest an amount calculated by first determining the monthly amount that if invested at nine percent (9%) for the number of months between the date of calculation and June 30, 2013 (disregarding partial months) would equal the reduction in the personal property located at amount payable by Prime to ShoLodge pursuant to Section 18.3 as a result of the event requiring such calculation (and assuming for the purpose of calculating such reduction only that minimum annual rent is increased as a result of such event and paid in a timely manner) and then multiplying such amount by twelve (12), such increase in minimum annual rent to be allocated among the Texas Real Property and Hotels in the "FF&E Reserve" created pursuant to same proportion as the minimum annual rent is allocated among the Texas Hotels before such calculation. The calculation of minimum annual rent under the Texas Lease and by a pledge as set forth in part (y) of the stock preceding sentence is described in Exhibit T attached hereto and incorporated herein by this reference. In the event of any conflict between the Prime Texas Subsidiary pursuant to documents which contain terms calculation of minimum annual rent as set forth in (A) part (y) above and provisions reasonably satisfactory to Prime, but Prime shall not have reason to object to any terms and provisions which are in the HPT Security Agreement(B) Exhibit T, the HPT Assignment and Security Agreement or the HPT Stock Pledge unless an objection to such terms and provisions is made in accordance with the provisions of Section 12.1Exhibit T shall govern. The Texas Property shall be leased by the Prime Texas Subsidiary free and clear of all Encumbrances, but subject to the Permitted Exceptions which relate to the Texas Property and to the Texas Operating Agreements. From and after Closing, all liabilities of Southeast under the Texas Operating Agreements and under theobligations
Appears in 1 contract
Samples: Sale and Purchase Agreement (Prime Hospitality Corp)
