Percentage Rent Tenant shall (i) not later than the tenth (10th) day after the close of each calendar month, deliver to Landlord at the Center office a written statement certified under oath by Tenant or an officer of Tenant, showing Gross Sales and Adjusted Gross Sales made in such calendar month; and (ii) not later than thirty (30) days after the end of each Lease Year or Partial Lease Year, deliver to Landlord at the Center office a statement of Gross Sales and Adjusted Gross Sales for such Lease Year or Partial Lease Year the correctness of which is certified to by Tenant or an officer of Tenant. If Tenant fails to prepare and deliver any statement of Gross Sales and Adjusted Gross Sales required hereunder, within the time or times specified above, then Landlord shall have the right, in addition to the other rights and remedies set forth in this Lease, (a) to collect from Tenant a sum which shall be $250.00 which shall be deemed liquidated damages for administrative and overhead expenses resulting from such failure, and (b) to estimate Tenant’s Adjusted Gross Sales for any non-reported period and bill Tenant’s Percentage Rent accordingly. Landlord reserves the right, at Xxxxxxxx’s option, to adjust Percentage Rent xxxxxxxx when actual Adjusted Gross Sales reports are received. Percentage Rent shall become due and payable in each Lease Year on the fifteenth (15th) day of the month immediately following the month during which Adjusted Gross Sales exceed the Sales Breakpoint for such Lease Year, and thereafter shall be paid monthly on all additional Adjusted Gross Sales made during the remainder of such Lease Year, such payments to be made concurrently with the submission by Tenant to Landlord of the written statement of monthly Adjusted Gross Sales as provided for herein. Tenant will preserve for at least three (3) years at Tenant’s notice address all original books and records disclosing information pertaining to Gross Sales and Adjusted Gross Sales and such other information respecting Gross Sales and Adjusted Gross Sales as Landlord requires, including, but not limited to, cash register tapes, sales slips, sales checks, gross income and sales tax returns, bank deposit records, sales journals and other supporting data including itemized records of permitted exclusions. Landlord and its agents shall have the right during business hours to examine and audit such books and records preserved by Xxxxxx. If such examination or audit discloses a liability for Percentage Rent three percent (3%) or more in excess of the Percentage Rent paid by Tenant for any period and at least $500.00 of Percentage Rent is owed as the result of such audit, or if Tenant’s Gross Sales and Adjusted Gross Sales cannot be verified due to the insufficiency or inadequacy of Tenant’s records, or if Tenant shall have failed to furnish Landlord any monthly statement of Gross Sales and Adjusted Gross Sales during any Lease Year, Tenant shall promptly pay Landlord the cost of said audit. Tenant shall, in any event, pay to Landlord the amount of any deficiency in rents which is disclosed by such audit. If such examination or audit discloses an overpayment of Percentage Rent, then the excess, less the cost of such examination or audit, shall be credited to Xxxxxx’s account. Tenant’s obligation to preserve all original books and records shall survive the expiration of the Lease Term or the earlier termination of this Lease.
Minimum Rent The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is deleted in its entirety and replaced with the following:
Operating Lease Obligations On the Effective Date, none of the Loan Parties has any Operating Lease Obligations other than the Operating Lease Obligations set forth on Schedule 6.01(q).
Fixed Rent (a) Commencing as of the Rent Commencement Date, Tenant shall pay Fixed Rent to Landlord, or Landlord’s designee as designated in a written notice to Tenant at such address as Landlord shall from time to time designate by written notice to Tenant. Except as hereinafter provided, the Fixed Rent shall be due and payable in the amounts set forth on Schedule 2 hereto for the respective periods shown on such Schedule 2. Fixed Rent shall be due and payable in advance on the first day of each month (or if such first day is not a business day, the first business day of each month), commencing on the Date of Rent Commencement, during the Term (each such date being referred to herein as a “Due Date”). Notwithstanding the foregoing, from the Date of Rent Commencement until Tenant is notified otherwise by Landlord and Lender, Fixed Rent shall be paid by wire transfer to the account specified in the rent direction letter from Landlord to Tenant delivered concurrently with the execution and delivery of this Lease.
(b) If the Lease Commencement Date or Rent Commencement Date shall be on any day other than the first day of a calendar month, then all amounts to be paid on such dates shall be prorated on a per diem basis.
(c) If any installment of Fixed Rent is not paid on the respective Due Date, Tenant shall pay Landlord interest on such overdue payment at the Lease Default Rate, accruing from the Due Date of such payment until the same is paid; provided, however, the foregoing obligation to pay the Default Rate shall not be required for the first late payment of Fixed Rent in any calendar year so long as such delay in payment does not continue for longer than a period of ten (10) days. All Fixed Rent and Additional Rent shall be payable in U.S. Dollars.
(d) Commencing as of the Lease Commencement Date, all taxes, costs, expenses, and other amounts which Tenant is required to pay pursuant to this Lease (other than Fixed Rent), together with every fine, penalty, interest and cost which may be added in accordance herewith for non-payment or late payment thereof shall constitute additional rent (“Additional Rent”). All Additional Rent due to Landlord (or its designee) shall be paid directly by Tenant within thirty (30) days after Landlord gives written notice that payment is due, unless otherwise provided in this Lease, in which case, the Additional Rent shall be paid as otherwise so provided. Unless otherwise provided herein, Additional Rent payable by Tenant to a third (3rd) party (i.e., utility charges, maintenance contracts, supply contracts, vendor contracts, etc.) shall be paid as and when the same shall be due and payable pursuant to Tenant’s agreement or other arrangement with the applicable third (3rd) party. If Tenant shall fail to pay any such Additional Rent or any other sum due hereunder when the same shall become due (after the expiration of the applicable cure periods therefor), Landlord shall have all rights, powers and remedies with respect thereto as are provided herein or by Law in the case of non-payment of any Fixed Rent and shall, except as expressly provided herein, have the right (after the expiration of the applicable cure periods thereof), not sooner than ten (10) days after notice to Tenant (except in the event of an emergency, as reasonably determined by Landlord, in which case prior notice shall not be necessary) of its intent to do so, to pay the same on behalf of Tenant, and Tenant shall repay such amounts to Landlord on demand. Tenant shall pay to Landlord interest at the Lease Default Rate on all overdue Additional Rent and other sums due hereunder, in each case paid by Landlord or Lender on behalf of Tenant, from the date of payment by Landlord or Lender until repaid by Tenant.
Operating Leases Incur any obligation to pay rent under an operating lease in any Fiscal Year if to do so would result in the aggregate obligation of Borrower and its Subsidiaries to pay rent under all operating leases in that Fiscal Year to exceed $4,000,000.
Space Leases (i) To Borrower’s best knowledge, Borrower has delivered a true, correct and complete schedule of all Space Leases as of the date hereof, which accurately and completely sets forth in all material respects, for each such Space Lease, the following (collectively, the “Rent Roll”): the name and address of the tenant; the lease expiration date, extension and renewal provisions; the base rent and percentage rent payable; and the security deposit held thereunder.
(ii) Each Space Lease constitutes the legal, valid and binding obligation of Borrower or, the Operating Tenant, as applicable, and, to the knowledge of Borrower, is enforceable against the tenant thereof. No default exists, or with the passing of time or the giving of notice would exist, which would, in the aggregate, have a Material Adverse Effect.
(iii) To Borrower’s best knowledge, no tenant under any Major Space Lease has, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rents under such Major Space Leases have not been waived, released, or otherwise discharged or compromised.
(iv) To Borrower’s best knowledge, except as disclosed in writing to Lender, all work to be performed by Borrower under the Space Leases has been substantially performed, all contributions to be made by Borrower to the tenants thereunder have been made except for any held-back amounts, and all other conditions precedent to each such tenant’s obligations thereunder have been satisfied.
(v) To Borrower’s best knowledge, except as previously disclosed to Lender in writing or contained in the Space Leases, there are no options to terminate any Space Lease.
(vi) To Borrower’s best knowledge, each tenant under a Major Space Lease or such tenant’s authorized subtenant is currently occupying the space demised by such Major Space Lease.
(vii) To Borrower’s best knowledge, Borrower has delivered to Lender true, correct and complete copies of all Space Leases described in the Rent Roll.
(viii) No Space Lease has been assigned or, to Borrower’s best knowledge, modified, supplemented or amended in any way.
(ix) To Borrower’s best knowledge, each tenant under each Space Lease is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors.
(x) To Borrower’s best knowledge, no Space Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Security Instrument.
Base Rent Lessee shall pay Base Rent and other rent or charges, as the same may be adjusted from time to time, to Lessor in lawful money of the United States, without offset or deduction, on or before the day on which it is due under the terms of this Lease. Base Rent and all other rent and charges for any period during the term hereof which is for less than one full month shall be prorated based upon the actual number of days of the month involved. Payment of Base Rent and other charges shall be made to Lessor at its address stated herein or to such other persons or at such other addresses as Lessor may from time to time designate in writing to Lessee.
Additional Rent 3.3.1. In addition to the Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent the amount by which Tenant's share of Operating Expenses (defined below) for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as set forth in the Basic Lease Provisions. Tenant's share of Operating Expenses shall be an amount equal to the product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and Tenant's Expense Stop Base shall be prorated on a daily basis using a 30-day month and 360-day year to determine the amount of additional rent due to Landlord.
3.3.2. Landlord shall be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant that Landlord's estimate (or any revised estimate) of Operating Expenses would result in an obligation of Tenant to pay additional rent, then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of such estimated additional rent on the first day of each month in advance together with the Monthly Base Rent. If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for each month of such lease year which has already elapsed.
3.3.3. Landlord shall provide Tenant with an annual statement showing Tenant's share of the annual Operating Expenses over Tenant's Expense Stop Base, if any, for the prior lease year, together with any proration. Landlord shall use all reasonable efforts to deliver the annual statement within one hundred twenty (120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such period shall not impair or constitute a waiver of Tenant's obligations to pay additional rent or cause Landlord to incur any obligation for damages. If the amount of the additional rent due for the lease year exceeds any amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay such excess to Landlord within ten (10) days of receipt of Landlord's statement. If the amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease.
3.3.4. Tenant shall have a period of thirty (30) days after delivery of the annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such thirty (30) day period. If Tenant timely challenges any item shown on the annual statement, Tenant shall then have a period of sixty (60) days in which to inspect, during business hours upon reasonable written notice to Landlord at Landlord's office, Landlord's records relating to the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such sixty (60) days of whether Tenant continues to challenge any of the items originally objected to, in which case a certification as to proper amount shall be made by Landlord's independent certified public accountant, which certification shall be final and conclusive. The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant, Tenant shall pay the amount claimed by Landlord to be due as and when provided for herein, pending the resolution of Tenant's objection.
Payment of Leasehold Obligations Each Borrower shall at all times pay, when and as due, its rental obligations under all leases under which it is a tenant, and shall otherwise comply, in all material respects, with all other terms of such leases and keep them in full force and effect and, at Agent’s request will provide evidence of having done so.
Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:
