Common use of Additional Rent; Payments; Interest Clause in Contracts

Additional Rent; Payments; Interest. (a) Sublessee shall pay to Sublessor Sublessee’s Proportionate Share (defined below) of all (i) utilities relating to the Leased Premises as provided in Section 15 of the Prime Lease unless the same are separately metered and paid for by Lessee in accordance with Section 4 (aa) below, (ii) CAM Costs (as defined in Section 16(c) of the Prime Lease), (iii) maintenance and repair costs as provided in Section 16 (a) and (b) of the Prime Lease (amortized, if at all, as provided in the Prime Lease), and (iv) those Facility Enhancements (as defined in Section 32 of the Prime Lease) listed in the attached Exhibit E (amortized, if at all, as provided in the Prime Lease). Sublessee’s Proportionate Share shall be fifty percent (50%). If Lessor shall issue to Sublessor any credit or refund in respect of any amount due pursuant to this Subsection relating to any part of the Term of this Sublease, Sublessor shall (a) provide Sublessee with a copy of the supporting documentation received by Sublessor pursuant to Section 16 (d) of the Prime Lease and (b) give to Sublessee a credit or refund equal to Sublessee’s Proportionate Share of the portion of such credit or refund. (aa) Subject to subsection (ee) below, Sublessee may at any time, by notice to Sublessor, elect to submeter the electricity or any other utility provided to the Subleased Premises. In such case, Sublessee shall, at Sublessee’s expense, install and maintain any submeter and other equipment in order for such utility to be separately measured, Sublessee’s charges under this Sublease for such submetered utility shall be reduced accordingly, and Sublessee shall pay directly for Sublessee’s submetered utility usage. In the event that the usage of any utility by either Sublessor or Sublessee is materially disproportionate to its Proportionate Share and such disproportionate usage will continue for a material period, either party may request a reasonable and equitable adjustment of the allocation of the charges for such utility under this Sublease. In the event that the parties are unable to resolve such issue within thirty (30) days after written request, the matter will be resolved by arbitration as hereafter provided. (bb) Subject to Section 10(a), each party shall be solely responsible for the cost to repair all damage to the Leased Premises or the Building caused by the abuse or misuse by such party or any of its employees, agents, contractors, or invitees. (cc) Subject to approval by Sublessor and Lessor as to the manner, method and location of installation and subsection (ee) below, Sublessee shall have the right to install, maintain and remove a generator or UPS serving the Subleased Premises. (dd) Sublessee shall have the right to inspect and audit any CAM Costs or other charges passed through to Sublessee under this Section 4(a) in the same manner as provided in Section 16(d) of the Prime Lease. (ee) Notwithstanding anything to the contrary in subsections (aa) and (cc) above, Subtenant’s right to separate its utilities and/or install, maintain, and remove a generator or UPS serving the Subleased Premises (collectively the “Sublessee Apparatus”) is conditioned upon (i) the construction, installation, maintenance and removal of the Sublessee Apparatus not interfering with Sublessor’s use of the Leased Premises in Sublessor’s reasonable opinion; (ii) Sublessee repairing any damage to the common areas in the Building in connection with the construction, installation, maintenance and removal of the Sublessee Apparatus; (iii) upon Sublessor’s request, Sublessee shall remove at the end of the Term, at Sublessee’s expense, the Sublessee Apparatus and restore the Subleased Premises and any common areas impacted by the removal of the Sublessee Apparatus; (iii) Sublessee shall reimburse Sublessor for any costs reasonably incurred by Sublessor if the Sublessee Apparatus cannot be completely “dis-entangled” from the systems currently serving the Building; and (iv) to the extent that there is not a 50% reduction in costs associated with the ongoing use of the utilities and UPS serving the Building at the time the Sublessee Apparatus is installed or thereafter, Sublessee shall pay all costs in excess of 50% of the utility charges immediately preceding installation of the Sublessee Apparatus (adjusted to the extent necessary to reflect differentials in usage by Sublessor and rate increases). Any dispute relating to the proper amount of costs to be passed through to Sublessee under this Section 4(a) that is not resolved by the parties within thirty (30) days shall be resolved by arbitration held in a mutually agreeable location in Saint Cloud, Minnesota before a single arbitrator acceptable to both parties, which arbitration shall be in accordance with the Commercial Arbitration rules of the American Arbitration Association (“AAA”), as such rules are in effect on the date of this Sublease. Each party shall pay its own attorneys’ fees and other costs connected with the presentation of such party’s case, and the costs of the arbitrator and the arbitration shall be divided equally between the parties. (b) Each amount due pursuant to Subsection 4(a) above and each other amount payable by Sublessee hereunder, unless a date for payment of such amount is provided for elsewhere in this Sublease, shall be due and payable on the later to occur of (i) the tenth day following the date on which Lessor or Sublessor has given notice to Sublessee of the amount thereof, or (ii) the fifth day prior to the date on which any such amount is due and payable under the Prime Lease. (c) All amounts other than Base Rent payable to Sublessor under this Sublease shall be deemed to be “Additional Rent” due under this Sublease. All past due installments of Base Rent and Additional Rent shall bear interest from the date due until paid at the “Interest Rate,” as defined in the Prime Lease.

Additional Rent; Payments; Interest. (a) Sublessee In addition to the Base Rent described above, commencing on January 1, 2015, Subtenant shall pay to Sublessor Sublessee’s Proportionate Share (defined below) of all (i) utilities relating Sublandlord additional rent with respect to the Leased Subleased Premises as provided on account of Operating Expenses and Real Estate Taxes in Section 15 accordance with the provisions of the Prime Lease unless Lease; provided, however, that Subtenant shall be liable only for increases in Operating Expenses and Real Estate Taxes above a calendar year 2014 base year. Subtenant’s share of the same are separately metered Operating Expenses and paid for by Lessee Real Estate Taxes shall be determined in accordance with Section 4 (aa) below, (ii) CAM Costs (as defined in Section 16(c4.1(b) of the Prime Lease), (iii) maintenance and repair costs except that the term “Premises” as provided in Section 16 (a) and (b) of the Prime Lease (amortized, if at all, as provided in the Prime Lease), and (iv) those Facility Enhancements (as defined in Section 32 of the Prime Lease) listed in the attached Exhibit E (amortized, if at all, as provided in the Prime Lease). Sublessee’s Proportionate Share used therein shall be fifty percent (50%). If Lessor shall issue deemed to Sublessor any credit or refund in respect of any amount due pursuant refer to this Subsection relating to any part of the Term of this Sublease, Sublessor shall (a) provide Sublessee with a copy of the supporting documentation received by Sublessor pursuant to Section 16 (d) of the Prime Lease and (b) give to Sublessee a credit or refund equal to Sublessee’s Proportionate Share of the portion of such credit or refund. (aa) Subject to subsection (ee) below, Sublessee may at any time, by notice to Sublessor, elect to submeter the electricity or any other utility provided to the Subleased Premises. In such case, Sublessee shall, at Sublessee’s expense, install and maintain any submeter and other equipment in order for such utility to be separately measured, Sublessee’s charges under this Sublease for such submetered utility shall be reduced accordingly, and Sublessee shall pay directly for Sublessee’s submetered utility usage. In the event that the usage of any utility by either Sublessor or Sublessee is materially disproportionate to its Proportionate Share and such disproportionate usage will continue for a material period, either party may request a reasonable and equitable adjustment of the allocation of the charges for such utility under this Sublease. In the event that the parties are unable to resolve such issue within thirty (30) days after written request, the matter will be resolved by arbitration as hereafter provided. (bb) Subject to Section 10(a), each party shall be solely responsible for the cost to repair all damage to the Leased Premises or the Building caused by the abuse or misuse by such party or any of its employees, agents, contractors, or invitees. (cc) Subject to approval by Sublessor and Lessor as to the manner, method and location of installation and subsection (ee) below, Sublessee shall have the right to install, maintain and remove a generator or UPS serving the Subleased Premises. (ddb) Sublessee Subtenant shall have the right pay to inspect and audit any CAM Costs or Sublandlord all other charges passed through to Sublessee amounts payable by Sublandlord under this Section 4(a) in the same manner as provided in Section 16(d) of the Prime Lease. (ee) Notwithstanding anything Lease which are attributable to the contrary in subsections (aa) and (cc) above, Subtenant’s right to separate its utilities and/or install, maintain, and remove a generator or UPS serving the Subleased Premises (collectively as distinguished from the “Sublessee Apparatus”Master Premises generally) is conditioned upon (i) or attributable to Subtenant, its agents, employees, customers or invitees. By way of example and not by way of limitation, charges by Landlord for furnishing air conditioning or heating to the constructionSubleased Premises at times in addition to those certain times specified in the Prime Lease, installationcharges by Landlord for supplemental heating, maintenance ventilating and removal air conditioning equipment or the use thereof, costs incurred by Landlord in repairing damage to the Building caused by an employee of the Sublessee Apparatus not interfering with SublessorSubtenant, increased insurance premiums due as a result of Subtenant’s use of the Leased Premises in Sublessor’s reasonable opinion; (ii) Sublessee repairing any damage to the common areas in the Building in connection with the constructionSubleased Premises, installation, maintenance and removal of the Sublessee Apparatus; (iii) upon Sublessor’s request, Sublessee shall remove at the end of the Term, at Sublessee’s expense, the Sublessee Apparatus and restore the Subleased Premises and any common areas impacted by the removal of the Sublessee Apparatus; (iii) Sublessee shall reimburse Sublessor for any costs reasonably amounts expended or incurred by Sublessor if Landlord on account of any default by Subtenant which gives rise to a default under the Sublessee Apparatus cannot Prime Lease would be completely “dis-entangled” from the systems currently serving the Building; and (iv) amounts payable by Subtenant pursuant to the extent that there is not a 50% reduction in costs associated with the ongoing use of the utilities and UPS serving the Building at the time the Sublessee Apparatus is installed or thereafter, Sublessee shall pay all costs in excess of 50% of the utility charges immediately preceding installation of the Sublessee Apparatus (adjusted to the extent necessary to reflect differentials in usage by Sublessor and rate increases). Any dispute relating to the proper amount of costs to be passed through to Sublessee under this Section 4(a) that is not resolved by the parties within thirty (30) days shall be resolved by arbitration held in a mutually agreeable location in Saint Cloud, Minnesota before a single arbitrator acceptable to both parties, which arbitration shall be in accordance with the Commercial Arbitration rules of the American Arbitration Association (“AAA”4(b), as such rules are in effect on the date of this Sublease. Each party shall pay its own attorneys’ fees and other costs connected with the presentation of such party’s case, and the costs of the arbitrator and the arbitration shall be divided equally between the parties. (bc) Each amount due pursuant to Subsection Section 4(a) and 4(b) above and each other amount payable by Sublessee Subtenant hereunder, unless a date for payment of such amount is provided for elsewhere in this Sublease, shall be due and payable on the later to occur of (i) the tenth day following the date on which Lessor Landlord or Sublessor Sublandlord has given notice to Sublessee Subtenant of the amount thereof, or (ii) the fifth day prior to but in no event later than the date on which any such amount is due and payable under the Prime Lease. (cd) All amounts other than Base Rent payable to Sublessor Sublandlord under this Sublease shall be deemed to be “Additional Rent” additional rent due under this Sublease. All past due installments of Base Rent and Additional Rent additional rent shall bear interest from the date due until paid at the “Interest Rate,” rate per annum equal to three (3) percentage points in excess of any interest rate that is applicable to late payments pursuant to the Prime Lease, unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event said lesser rate shall be charged. All past due installments of Base Rent and additional rent shall be subject to the same late charges as defined in are applicable to late payments under the Prime Lease. (e) Subtenant shall pay directly to Landlord on or before the applicable due dates for all services requested by Subtenant that are billed by Landlord directly to Subtenant rather than through Sublandlord.

Additional Rent; Payments; Interest. (a) Sublessee In addition to the Base Rent described above, Subtenant shall pay to Sublessor Sublessee’s Proportionate Share (defined below) of all (i) utilities relating Sublandlord additional rent with respect to the Leased Subleased Premises as provided on account of Operating Expenses and Real Estate Taxes in Section 15 accordance with the provisions of the Prime Lease unless Lease. Subtenant’s share of the same are separately metered Building’s Operating Expenses and paid for by Lessee Real Estate Taxes shall be determined in accordance with Section 4 (aa) below, (ii) CAM Costs (as defined in Section 16(c4.1(b) of the Prime Lease), (iii) maintenance and repair costs except that the term “Premises” as provided in Section 16 (a) and (b) of the Prime Lease (amortized, if at all, as provided in the Prime Lease), and (iv) those Facility Enhancements (as defined in Section 32 of the Prime Lease) listed in the attached Exhibit E (amortized, if at all, as provided in the Prime Lease). Sublessee’s Proportionate Share used therein shall be fifty percent (50%). If Lessor shall issue deemed to Sublessor any credit or refund in respect of any amount due pursuant to this Subsection relating to any part of the Term of this Sublease, Sublessor shall (a) provide Sublessee with a copy of the supporting documentation received by Sublessor pursuant to Section 16 (d) of the Prime Lease and (b) give to Sublessee a credit or refund equal to Sublessee’s Proportionate Share of the portion of such credit or refund. (aa) Subject to subsection (ee) below, Sublessee may at any time, by notice to Sublessor, elect to submeter the electricity or any other utility provided refer to the Subleased Premises. In such case, Sublessee shall, at Sublessee’s expense, install and maintain any submeter and other equipment in order for such utility to be separately measured, Sublessee’s charges under this Sublease for such submetered utility the Proportionate Share of Subtenant shall be reduced accordingly, and Sublessee shall pay directly for Sublessee’s submetered utility usage. In adjusted accordingly to reflect only the event that the usage of any utility by either Sublessor or Sublessee is materially disproportionate to its Proportionate Share and such disproportionate usage will continue for a material period, either party may request a reasonable and equitable adjustment rentable area of the allocation Subleased Premises. Sublandlord shall deliver to Subtenant, within ten (10) business days of receipt of the charges for such utility under this Sublease. In the event that the parties are unable Landlord’s Operating Expense Statement, a like statement pertaining solely to resolve such issue within thirty (30) days after written request, the matter will be resolved by arbitration as hereafter provided. (bb) Subject to Section 10(a), each party shall be solely responsible for the cost to repair all damage to the Leased Premises or the Building caused by the abuse or misuse by such party or any of its employees, agents, contractors, or invitees. (cc) Subject to approval by Sublessor and Lessor as to the manner, method and location of installation and subsection (ee) below, Sublessee shall have the right to install, maintain and remove a generator or UPS serving the Subleased Premises. (ddb) Sublessee Subtenant shall have the right pay to inspect and audit any CAM Costs or Sublandlord all other charges passed through to Sublessee amounts payable by Sublandlord under this Section 4(a) in the same manner as provided in Section 16(d) of the Prime Lease. (ee) Notwithstanding anything Lease which are attributable to the contrary in subsections (aa) and (cc) above, Subtenant’s right to separate its utilities and/or install, maintain, and remove a generator or UPS serving the Subleased Premises (collectively as distinguished from the “Sublessee Apparatus”Master Premises generally) is conditioned upon (i) or attributable to Subtenant, its agents, employees, customers or invitees. By way of example and not by way of limitation, charges by Landlord for furnishing air conditioning or heating to the constructionSubleased Premises at times in addition to those certain times specified in the Prime Lease, installationcosts incurred by Landlord in repairing damage to the Building caused by an employee of Subtenant, maintenance and removal increased insurance premiums due as a result of the Sublessee Apparatus not interfering with SublessorSubtenant’s use of the Leased Premises in Sublessor’s reasonable opinion; (ii) Sublessee repairing any damage to the common areas in the Building in connection with the constructionSubleased Premises, installation, maintenance and removal of the Sublessee Apparatus; (iii) upon Sublessor’s request, Sublessee shall remove at the end of the Term, at Sublessee’s expense, the Sublessee Apparatus and restore the Subleased Premises and any common areas impacted by the removal of the Sublessee Apparatus; (iii) Sublessee shall reimburse Sublessor for any costs reasonably amounts expended or incurred by Sublessor if Landlord on account of any default by Subtenant which gives rise to a default under the Sublessee Apparatus cannot Prime Lease would be completely “dis-entangled” from the systems currently serving the Building; and (iv) amounts payable by Subtenant pursuant to the extent that there is not a 50% reduction in costs associated with the ongoing use of the utilities and UPS serving the Building at the time the Sublessee Apparatus is installed or thereafter, Sublessee shall pay all costs in excess of 50% of the utility charges immediately preceding installation of the Sublessee Apparatus (adjusted to the extent necessary to reflect differentials in usage by Sublessor and rate increases). Any dispute relating to the proper amount of costs to be passed through to Sublessee under this Section 4(a) that is not resolved by the parties within thirty (30) days shall be resolved by arbitration held in a mutually agreeable location in Saint Cloud, Minnesota before a single arbitrator acceptable to both parties, which arbitration shall be in accordance with the Commercial Arbitration rules of the American Arbitration Association (“AAA”4(b), as such rules are in effect on the date of this Sublease. Each party shall pay its own attorneys’ fees and other costs connected with the presentation of such party’s case, and the costs of the arbitrator and the arbitration shall be divided equally between the parties. (bc) Each amount due pursuant to Subsection Section 4(a) and 4(b) above and each other amount payable by Sublessee Subtenant hereunder, unless a date for payment of such amount is provided for elsewhere in this Sublease, shall be due and payable on the later to occur of tenth (i10th) the tenth business day following the date on which Lessor Landlord or Sublessor Sublandlord has given notice to Sublessee Subtenant of the amount thereof, or (ii) the fifth day prior to but in no event later than the date on which any such amount is due and payable under the Prime Lease. (cd) All amounts other than Base Rent payable to Sublessor Sublandlord under this Sublease shall be deemed to be “Additional Rent” additional rent due under this Sublease. All past due installments of Base Rent and Additional Rent additional rent shall bear interest from the date due until paid at the “Interest Rate,” rate per annum equal to the interest rate that is applicable to late payments pursuant to the Prime Lease, unless a lesser rate shall then be the maximum rate permissible by law with respect thereto, in which event said lesser rate shall be charged. All past due installments of Base Rent and additional rent shall be subject to the same late charges as defined in are applicable to late payments under the Prime Lease.