Additional Rent A. Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant pursuant to the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.
B. In addition to the Minimum Annual Rent, Tenant shall pay to Landlord for each calendar year during the Lease Term, as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Real Estate Taxes (as hereinafter defined), Insurance Premiums (as hereinafter defined) and Operating Expenses (as hereinafter defined) for the Building and Common Areas within the Project.
C. For purposes of this Lease, “Operating Expenses” shall mean all of Landlord’s reasonable expenses for operation, repair, replacement, and maintenance to keep the Building and Common Areas in good order, condition and repair pursuant to Section 7.02B hereof, together with an annual management or administrative fee in the amount of two percent (2%) of Landlord’s annual gross rental income from the Building. The Operating Expenses shall include, but not be limited to, utilities serving the Common Areas, insurance deductibles actually paid by Landlord as a result of a casualty claim, but in no event exceeding $25,000 per occurrence; stormwater discharge, license, permit, inspection and other fees, except as otherwise set forth below; fees and assessments imposed by any covenants or owners’ association in effect as of the effective date hereof (without amendments that would unreasonably increase such fees and assessments); security services; and maintenance and repair of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, storm conveyance systems and sewer lines, exterior walls, roof repairs and gutters. The cost of any Operating Expenses which are of a capital nature shall be amortized over the useful life of such improvement (under generally accepted accounting principles), and only the annual amortized portion shall be included in Operating Expenses. For purposes of this Lease, any improvements performed by Landlord or expenditures made by Landlord in excess of $5,000.00 shall be deemed to be of a “capital” nature and the costs thereof shall be amortized as set forth above. Operating Expenses shall exclude expenses due to: (i) intentionally omitted; (ii) intentionally omitted; (iii) painting, redecorating or other work that Landlord performs for any other tenant or prospective tenant of the Building; (iv) repairs or other work (including rebuilding) occasioned by fire, windstorm or other casualty in excess of deductibles not to exceed $25,000 per occurrence or by condemnation; (v) any costs that are separately charged to and payable by tenants or for which Landlord is compensated by insurance proceeds or warranties; (vi) leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations; (vii) depreciation; (viii) interest on and amortization of debt; (ix) taxes of any nature, including Real Estate Taxes and assessments (payment of which is specifically addressed in Section 3.02B above) and interest and penalties for late payment of taxes; (x) rent payable under any lease to which this Lease is subject; (xi) supervisory personnel or property managers , whether on-site or off-site; (xii) costs and expenses of enforcing leases against tenants, including legal fees; (xiii) managing agents’ commissions, fees, or other similar compensation howsoever characterized other than as expressly provided herein; (xiv) all administration costs, including, without limitation, personnel, office expenses, and supplies, other than as expressly provided herein; (xv) expenses resulting from any violation by Landlord of the terms of any lease of space in the Building or of any ground or underlying lease or any mortgage; (xvi) the repair of any part of the Common Areas that was inadequately designed or defectively constructed; (xvii) intentionally omitted; (xviii) insurance (payment of which is specifically addressed in Section 3.02B above); (xix) payments of deductible amounts under insurance policies, except as specifically provided above; (xx) expenses for vacant or vacated space, including utility, security and renovating costs for such space; (xxi) all costs and expenses associated with any environmental clean-up work of Hazardous Materials existing on the Project prior to the Commencement Date of the Lease or occurring thereafter as a result of the actions of Landlord, its agents, employees or contractors, or any third parties to the extent Landlord has recovered such costs from third parties (Landlord agrees to diligently pursue such recovery); (xxii) any costs and expenses associated with Landlord’s compliance with Legal Requirements pursuant to Section 7.04 hereof, except to the extent compliance is required because of amendments, changes, or modifications to the Legal Requirements which become effective after the date of this Lease (subject to being amortized as a capital item as set forth above); (xxiii) seasonal/holiday display items; (xxiv) Landlord’s profit, administrative and overhead costs (including, but not limited to: office space, equipment and utilities whether on-site or off-site; legal, accounting or administrative services; and Landlord’s personnel), other than expressly provided herein, (xxv) stormwater discharge, license, permit, inspection and other fees associated with the initial construction of the Building or the Common Areas; and (xxvi) replacement costs for the foundation, exterior walls, structural frame and roof of the Building, and for driveways and parking areas.
Rent Sublessee shall pay to the order of Sublessor, as rent for the Equipment, a semiannual Rental Payment equal to the amount payable by Sublessor under the Lease, on the dates and in the amounts as set forth in Exhibit D attached hereto (such payment due dates are referred to herein as "Sublease Payment Dates"). Sublessor hereby directs Sublessee to make all Payments otherwise payable by Sublessor to Lessor under the Lease directly to Lessor, or to the assignee of Lessor, if any, at the address set forth in the records maintained pursuant to Section 19 of the Lease. Rental Payments due to Lessor from Sublessee shall be due and payable on each Sublease Payment Date, which date shall be fifteen (15) days prior to the corresponding Master Lease Payment Date, in immediately available funds at the address specified by Lessor. Sublessee's periodic obligation for Rental Payments as set forth in Exhibit D attached hereto may be amended from time to time as provided in the Lease. In addition, to the extent permitted by law, Sublessee shall pay when due to Sublessor or to Lessor, as the case may be, such other amounts from time to time as are due and owing by Sublessor or Sublessee under the Lease or this Sublease, including, without limitation, those amounts payable under Sections 8 and 9 hereof and any late charges due and owing under the Lease or this Sublease (the "Additional Payments"). The term "Payments", as used herein, shall refer to Rental Payments and Additional Payments. Sublessee's obligations to make Payments may become accelerated under certain circumstances described herein and under other circumstances described in the Lease. SUBLESSEE'S OBLIGATIONS TO MAKE PAYMENTS WILL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND WILL NOT BE SUBJECT TO ANY SET-OFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON WHATSOEVER. Sublessee hereby covenants to make all Payments hereunder during the entire Lease Term. The officials of Sublessee responsible for preparing and presenting to Sublessee's governing body Sublessee's budget request for each fiscal year shall include in each such budget request for each fiscal year during the Lease Term the Payments to become due in such fiscal year, thereby securing the appropriation of moneys for such fiscal year sufficient to pay the Payments coming due therein. Upon adoption of Sublessee's temporary budget and final budget, Sublessee shall immediately notify Lessor and Sublessor if such budgets do not contain sufficient appropriation to pay the Payments coming due in the fiscal year covered by such budgets. Sublessee hereby agrees that, notwithstanding the possibility that either of such budgets may not contain an appropriation for such amount of Payments, Sublessee's obligations to make Payments hereunder when due are absolute and unconditional. Sublessee further covenants that, if such appropriation is not in any such budget, Sublessee will immediately take whatever measures are necessary to ensure that timely payment of all Payments will be made when due hereunder, and Sublessee will notify Lessor and Sublessor of same[, which measures include, without limitation, the levy of ad valorem taxes upon all the taxable property within Sublessee, without limitation as to rate or amount [include for municipal Sublessees only]].[ Payments shall be subject to the annual appropriation of funds sufficient to meet the required Payments [include for school district Sublessees only]]. On or before the first day of each fiscal year of Sublessee during the Lease Term, Sublessee will provide Lessor with an Appropriation Certificate for this Sublease in the form attached hereto as Exhibit G. Sublessee reasonably believes that legally available funds in an amount sufficient to make all Payments during the Lease Term of this Sublease and the Lease can be obtained. Sublessee currently intends to do all things lawfully within its power to obtain and maintain funds from which the Payments may be made. Sublessee hereby acknowledges its obligations to make payments under all the various circumstances described above.