Annual Fixed Rent and Additional Rent. A. Subtenant covenants and agrees that, from and after the date that is thirteen (13) months after the Commencement Date (the “Rent Commencement Date”) and through and including the Expiration Date, Subtenant shall pay to Sublandlord fixed rent (“Fixed Rent”) at the rates set forth on Schedule 1. Fixed Rent shall be payable in equal monthly installments in advance on the first day of each calendar month during the Term, without any deduction, offset, abatement, defense and/or counterclaim whatsoever, except as otherwise expressly set forth in this Sublease. Simultaneously with the execution and delivery of this Sublease, Subtenant shall pay the sum of Fifty Five Thousand Three Hundred Sixty-Two and 50/100 Dollars ($55,362.50), which shall be applied to the first full monthly installment of Fixed Rent due on the Rent Commencement Date (i.e., Month 14). The monthly installment of Fixed Rent payable on account of any partial calendar month during the Term, if any, shall be prorated (based on the actual number of days in the month). If the Rent Commencement Date occurs on a date other than the first day of a calendar month, then on the Rent Commencement Date, Subtenant shall pay to Sublandlord the monthly installment of Fixed Rent for such partial month on a pro rata basis (based on the actual number of days in the commencement month). Subtenant’s obligations to pay all other charges due pursuant to this Sublease shall commence on the Commencement Date. B. In addition to the Fixed Rent payable hereunder, Subtenant covenants to pay to Sublandlord, for periods occurring wholly or in part within the Term, as additional rent (“Additional Rent”), without any deduction, offset, abatement, defense and/or counterclaim whatsoever, except as otherwise expressly set forth in this Sublease, (i) Subtenant’s Share of Sublease Operating Expenses (as defined and in accordance with the terms set forth in Paragraph 4 below), (ii) all amounts that are required to be paid to Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ (other than the basic rent under the ▇▇▇▇▇▇▇▇▇) with respect to the Sublease Premises, as calculated and payable in the manner provided for in the ▇▇▇▇▇▇▇▇▇, including, but not limited to the Management Fee described in Paragraph 4E of the ▇▇▇▇▇▇▇▇▇ and (iii) within thirty (30) days of written demand from Sublandlord, after Sublandlord’s delivery of a written invoice therefor, all amounts payable with respect to any utilities furnished to the Sublease Premises and that are paid by Sublandlord (if any such amounts are not sub-metered, they will be reasonably allocated by Sublandlord). The parties agree that the Sublease Premises comprise one hundred percent (100%) of the Premises. C. In the event that Subtenant fails to make timely payment to Sublandlord of any installment of Fixed Rent or Additional Rent, Subtenant shall pay to Sublandlord, as Additional Rent, a late fee equal to three percent (3%) of the late payment and interest at the same rate and in the same manner as provided in Paragraph 18 of the ▇▇▇▇▇▇▇▇▇ with respect to the late payment of Rent (as defined below). Notwithstanding the foregoing, on the first occasion during any calendar year that any installment of Fixed Rent or Additional Rent is not timely paid when due hereunder, no late fee or interest will be assessed until Sublandlord has delivered a notice regarding such late installment to Subtenant and Subtenant has failed to cure the same within three (3) business days of such notice. D. All payments of (i) Fixed Rent and Additional Rent (with Fixed Rent and Additional Rent being collectively referred to herein as “Rent”) shall be made by wire transfer of immediately available federal funds as directed by ▇▇▇▇▇▇▇▇▇▇▇ (or as otherwise directed by Sublandlord in writing) and (ii) in the case of all other sums, either by wire transfer as aforesaid or as otherwise directed by ▇▇▇▇▇▇▇▇▇▇▇ in writing. Notwithstanding the foregoing, to the extent Overlandlord requires that Subtenant make payment of Rent directly to Overlandlord as a condition of granting Overlandlord’s consent hereto, then with respect to any such payments, Subtenant shall make payment of Rent to Overlandlord in the form and method required by Overlandlord. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease. E. In the event that any sums are due under the ▇▇▇▇▇▇▇▇▇ with respect to any period that precedes the Commencement Date or follows the Expiration Date, Subtenant’s obligations hereunder on account of such sums shall be appropriately prorated. F. Notwithstanding anything to the contrary contained in this Sublease, all sums of money, other than Fixed Rent, as shall become due and payable by Subtenant to Sublandlord under this Sublease shall be deemed to be Additional Rent, and Sublandlord shall have the same rights and remedies in the event of non-payment of Additional Rent as are available to Sublandlord for the non-payment of Fixed Rent. G. Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Sublandlord hereunder for those items that also are owed by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ directly to Overlandlord, provided (a) Subtenant has reasonable written evidence that Sublandlord has failed to make any payment required to be made by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ and Sublandlord fails to provide adequate proof of payment within ten (10) business days after Subtenant’s written demand requesting such proof; and (b) Subtenant has demanded, in writing, that Sublandlord confirm within ten (10) business days following such demand that such amounts are under dispute between Sublandlord and Overlandlord and Sublandlord has failed to confirm that such amounts are under dispute. Subtenant shall provide to Sublandlord concurrently with any payment to Overlandlord reasonable evidence of such payment. Any sums paid directly by Subtenant to Overlandlord in accordance with this paragraph shall be credited toward the amounts payable by Subtenant to Sublandlord under this Sublease. In the event Subtenant tenders payment directly to Overlandlord in accordance with this paragraph and Overlandlord refuses to accept such payment, Subtenant shall have the right to deposit such funds in an account with a national bank for the benefit of Overlandlord and Sublandlord, and the deposit of said funds in such account shall discharge Subtenant’s obligation under this Sublease to make the payment in question.
Appears in 1 contract
Annual Fixed Rent and Additional Rent. A. 2.1. Subtenant covenants and agrees that, from and after to pay Sublandlord “annual fixed rent” for each Sublease Year during the date that is thirteen (13) months after Term in the Commencement Date (the “Rent Commencement Date”) and through and including the Expiration Date, Subtenant shall pay to Sublandlord fixed rent (“Fixed Rent”) at the rates amounts set forth on Schedule 1. Fixed Rent shall be payable A in equal monthly installments in advance advance, on the first day of each calendar month during the Termmonth. Annual fixed rent and all additional rent (collectively “Rent”) shall be paid by Subtenant to Sublandlord at Sublandlord’s office (or such other location as Sublandlord shall designate by written notice to Subtenant) by good and sufficient check (subject to collection) or by wire or electronic transfer (pursuant to instructions provided by Sublandlord), in each case without any deductionset-off, offsetoff-set, abatement, defense and/or counterclaim abatement or reduction whatsoever, except as otherwise expressly set forth in this Sublease. Simultaneously with the execution and delivery of this Sublease, Subtenant shall pay the sum of Fifty Five Thousand Three Hundred Sixty-Two and 50/100 Dollars ($55,362.50), which shall be applied to that the first full monthly installment of Fixed Rent annual fixed rent shall be paid by Subtenant upon execution of this Lease. For purposes of Schedule A, “Sublease Year” means each successive period of twelve (12) months during the Term commencing on the Commencement Date; provided, however, that if the Commencement Date is not the first day of a month the first Sublease Year shall commence on the Commencement Date and shall end on the last day of the month immediately preceding the month in which the first anniversary of the Commencement Date occurs, and the final Sublease Year shall end on the Expiration Date.
2.2. Provided that Subtenant is not in default beyond applicable notice and cure under this Sublease, the monthly installment of annual fixed rent due on the first day of the first full month of the Term shall be abated. The first day of the second full month of the Term shall be the “Rent Commencement Date.” If the Commencement Date (i.e.shall occur on a day which is not the first day of a calendar month, Month 14). The monthly installment of Fixed Rent payable on account of any partial calendar month during the Term, if any, annual fixed rent shall be prorated (based on upon the actual number of days in the such month). If the Rent Commencement Date occurs on a date other than the first day of a calendar month, then the annual fixed rent for such partial calendar month shall be paid on the Rent Commencement Date, Subtenant shall pay to Sublandlord Date together with the first full monthly installment of Fixed Rent for such partial month on a pro rata basis (based on the actual number of days in the commencement month)annual fixed rent. Subtenant’s obligations to pay all other charges due pursuant to this Sublease shall commence on the Commencement Date.
B. In addition to the Fixed Rent payable hereunder, Subtenant covenants to pay to Sublandlord, for periods occurring wholly or in part within the Term, as additional rent (“Additional Rent”), without any deduction, offset, abatement, defense and/or counterclaim whatsoever, except as otherwise expressly The abatement set forth in this SubleaseSection 2.2 shall not apply to additional rent.
2.3. In addition to annual fixed rent, (i) Subtenant’s Share of Sublease Operating Expenses (as defined and Sublessee shall pay Sublessor additional rent, in accordance with the terms set forth in Paragraph 4 below), Section 2.1 hereof as follows:
(iia) all amounts that are required to be paid to Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ (other than the basic rent under the ▇▇▇▇▇▇▇▇▇) with respect to the Sublease Premises, as calculated and payable in the manner provided for in the ▇▇▇▇▇▇▇▇▇, including, but not limited to the Management Fee described in Paragraph 4E of the ▇▇▇▇▇▇▇▇▇ and (iii) within thirty (30) days of written demand from Sublandlord, after Sublandlord’s delivery of a written invoice therefor, all amounts payable with respect to any utilities furnished to the Sublease Premises and that are paid by Sublandlord (if any such amounts are not sub-metered, they will be reasonably allocated by Sublandlord). The parties agree that the Sublease Premises comprise one hundred percent (100%) of the Premises.
C. In the event that Subtenant fails to make timely payment to Sublandlord of any installment of Fixed Rent or Additional Rent, Subtenant shall pay to Sublandlord, as Additional Rent, a late fee an amount (“Subtenant’s Tax Payment”) equal to three percent (3%) 16.67% of the late payment and interest at the same rate and any increase in the same manner as provided in Paragraph 18 of the ▇▇▇▇▇▇▇▇▇ with respect to the late payment of Rent (as defined below). Notwithstanding the foregoing, on the first occasion during any calendar year that any installment of Fixed Rent or Additional Rent is not timely paid when due hereunder, no late fee or interest will be assessed until Sublandlord has delivered a notice regarding such late installment to Subtenant and Subtenant has failed to cure the same within three (3) business days of such notice.
D. All payments of (i) Fixed Rent and Additional Rent (with Fixed Rent and Additional Rent being collectively referred to herein as “Rent”) shall be made by wire transfer of immediately available federal funds as directed by ▇▇▇▇▇▇▇▇▇▇▇ (or as otherwise directed by Sublandlord in writing) and (ii) in the case of all other sums, either by wire transfer as aforesaid or as otherwise directed by ▇▇▇▇▇▇▇▇▇▇▇ in writing. Notwithstanding the foregoing, Taxes to the extent Overlandlord requires that Subtenant make payment the same exceed, in any Tax Year, an amount equal to the average of Rent directly to Overlandlord as a condition of granting Overlandlord’s consent heretothe Taxes for the Tax Year commencing on July 1, then with respect to any such payments2018 and ending on June 30, Subtenant shall make payment of Rent to Overlandlord in 2019 and the form Tax Year commencing on July 1, 2019 and method required by Overlandlordending on June 30, 2020 (the “Base Year Taxes”). Subtenant’s covenant to pay Rent Tax Payment shall be independent of every other covenant in this Sublease.
E. In the event that any sums are due under the ▇▇▇▇▇▇▇▇▇ with respect to any period that precedes the Commencement Date or follows the Expiration Date, Subtenant’s obligations hereunder on account of such sums shall be appropriately prorated.
F. Notwithstanding anything to the contrary contained in this Sublease, all sums of money, other than Fixed Rent, as shall become due and payable by Subtenant to Sublandlord under this Sublease in two (2) installments (July and January of a calendar year within the Term) within twenty (20) days after Sublandlord gives Subtenant a statement showing the calculation of Subtenant’s Tax Payment including any supporting documentation received by Sublandlord from Overlandlord with respect to same. Any partial year falling within the Term shall be deemed to be Additional Rent, and Sublandlord shall have the same rights and remedies in the event of nonpro-payment of Additional Rent as are available to Sublandlord for the non-payment of Fixed Rentrated.
G. Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Sublandlord hereunder for those items that also are owed by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ directly to Overlandlord, provided (a) Subtenant has reasonable written evidence that Sublandlord has failed to make any payment required to be made by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ and Sublandlord fails to provide adequate proof of payment within ten (10) business days after Subtenant’s written demand requesting such proof; and (b) Subtenant has demandedshall pay to Sublandlord, the sum of $200.00 per month for water charges or water/sewer charges (prorated for any partial month), in writing, that Sublandlord confirm within ten (10) business days following such demand that such amounts are under dispute between Sublandlord advance on the first day of each month during the Term together with the monthly installment of annual fixed rent then due and Overlandlord and Sublandlord has failed to confirm that such amounts are under dispute. Subtenant shall provide to Sublandlord concurrently with any payment to Overlandlord reasonable evidence of such payment. Any sums paid directly by Subtenant to Overlandlord in accordance with this paragraph shall be credited toward the amounts payable by Subtenant to Sublandlord under this Sublease. In the event Subtenant tenders payment directly to Overlandlord in accordance with this paragraph and Overlandlord refuses to accept such payment, Subtenant shall have the right to deposit such funds in an account with a national bank for the benefit of Overlandlord and Sublandlord, and the deposit of said funds in such account shall discharge Subtenant’s obligation under this Sublease to make the payment in questionpayable.
Appears in 1 contract
Annual Fixed Rent and Additional Rent. A. Subject to Subparagraph 2I below, Subtenant covenants and agrees that, from during and after throughout the date that is thirteen entire Term, Subtenant shall pay to Sublandlord annual fixed rent (13"Fixed Rent") months after in the amount of Seven Hundred Sixty One Thousand Nine Hundred Eighty Five and no/100 Dollars ($761,985.00) per annum (in monthly installments of Sixty Three Thousand Four Hundred Ninety Eight and 75/100 Dollars ($63,498.75) during and for the period commencing on the Commencement Date (the “Rent Commencement Date”) and continuing through and including the Expiration Date, which annual amount (including any increases to same pursuant to the terms of this Sublease) shall be increased by the sum of $33,866 on each anniversary of the Commencement Date (with a corresponding increase to each monthly installment (including any increases to same pursuant to the terms of this Sublease) in the sum of $2,822.17 on each anniversary of the Commencement Date). Subtenant shall covenants and agrees to pay to Sublandlord fixed rent (“Fixed Rent”) at the rates set forth on Schedule 1. Fixed Rent shall be payable to Sublandlord, in lawful money of the United States, in equal monthly installments in advance advance, on or prior to the first day of each calendar month during the Term, without any deduction, offset, abatement, defense and/or counterclaim whatsoever, except as otherwise expressly set forth in this Sublease. Simultaneously with the execution and delivery of this Sublease, Subtenant shall pay the sum of Fifty Five Thousand Three Hundred Sixty-Two and 50/100 Dollars ($55,362.50), which shall be applied to the first full monthly installment of Fixed Rent due on the Rent Commencement Date (i.e., Month 14)herein. The monthly installment of Fixed Rent payable on account of any partial calendar month during the Term, if any, shall be prorated (based on the actual number of days in the month). If the Rent Commencement Date occurs on a date other than the first day of a calendar month, then on the Rent Commencement Date, Subtenant shall pay to Sublandlord the monthly installment of Fixed Rent for such partial month on a pro rata basis (based on the actual number of days in the commencement month). Subtenant’s obligations to pay all other charges due pursuant to this Sublease shall commence on the Commencement Dateprorated.
B. In addition to the Fixed Rent payable hereunder, Subtenant covenants to pay to Sublandlordpay, for periods occurring wholly or in each Calendar Year, any part within of which shall occur during the Term, as additional rent (“"Additional Rent”Charges"), without any deduction, offset, abatement, defense and/or counterclaim whatsoever, whatsoever (except as otherwise expressly set forth in this Subleaseherein), (i) Subtenant’s Share of Sublease Operating Expenses (as defined and in accordance with the terms charges that are set forth in Paragraph 4 below)herein, (ii) including, without limitation, all amounts that are required to be paid as Additional Rent to Overlandlord pursuant to the terms of the Overlease that are incorporated in this Sublease pursuant to the t▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (other than the basic rent under the ▇▇▇▇▇▇▇▇▇) of and which are payable with respect to the Sublease Premises, as calculated and Premises for periods occurring wholly or in part within the Term.
C. Subtenant shall pay all Additional Charges payable in the manner provided for in the ▇▇▇▇▇▇▇▇▇, including, but not limited under said Subparagraph 2B directly to Sublandlord at least five (5) Business Days prior to the Management Fee described in Paragraph 4E respective due dates under the Overlease for the payment of the ▇▇▇▇▇▇such charges.
D. Subj▇▇▇ and (iii) within thirty (30) days ▇▇ ▇▇e provisions of written demand from Sublandlord, after Sublandlord’s delivery of a written invoice thereforSubparagraph 2E below, all amounts payable with respect to any utilities furnished to the Sublease Premises and that are paid by Sublandlord (if any such amounts are not sub-metered, they will be reasonably allocated by Sublandlord). The parties agree that the Sublease Premises comprise one hundred percent (100%) of the Premises.
C. In the event that Subtenant fails to make timely payment to Sublandlord of any installment of Fixed Rent or Additional Rent, Subtenant shall pay to Sublandlord, as Additional Rent, a late fee equal to three percent (3%) of the late payment and interest at the same rate and in the same manner as provided in Paragraph 18 of the ▇▇▇▇▇▇▇▇▇ with respect to the late payment of Rent (as defined below). Notwithstanding the foregoing, on the first occasion during any calendar year that any installment of Fixed Rent or Additional Rent is not timely paid when due hereunder, no late fee or interest will be assessed until Sublandlord has delivered a notice regarding such late installment to Subtenant and Subtenant has failed to cure the same within three (3) business days of such notice.
D. All payments of (i) Fixed Rent and Additional Rent Charges (with Fixed Rent and Additional Rent being Charges are collectively referred to herein as “"Rent”") shall be made by good and sufficient check (subject to collection) currently dated, drawn on a bank which is a member of the New York Clearing House or any successor thereto, issued directly from Subtenant, without endorsements, to the order of Lehman Brothers Holdings Inc.
E. Upon at least thi▇▇▇ (▇0) days prior written notice to Sublandlord, Subtenant may elect to pay monthly installments of Fixed Rent and/or Additional Charges at a domestic bank identified by Sublandlord, by wire transfer of immediately available federal funds as directed by ▇▇▇▇▇▇▇▇▇▇▇ (or as otherwise directed by Sublandlord in writing) and (ii) in the case of all other sums, either by wire transfer as aforesaid or as otherwise directed by ▇▇▇▇▇▇▇▇▇▇▇ in writing. Notwithstanding the foregoingfunds, to the extent Overlandlord requires that Subtenant make payment of Rent directly to Overlandlord as a condition of granting Overlandlord’s consent hereto, then with respect to any such payments, Subtenant shall make payment of Rent to Overlandlord in the form and method required by Overlandlord. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease.
E. In the event that any sums are due under the ▇▇▇▇▇▇▇▇▇ with respect to any period that precedes the Commencement Date or follows the Expiration Date, Subtenant’s obligations hereunder on account of such sums shall be appropriately prorated.
F. Notwithstanding anything to the contrary contained in this Sublease, all sums of money, other than Fixed Rent, as shall become due and payable by Subtenant to Sublandlord under this Sublease shall be deemed to be Additional Rent, and Sublandlord shall have the same rights and remedies in the event of non-payment of Additional Rent as are available to Sublandlord for the non-payment of Fixed Rent.
G. Sublandlord. If Subtenant shall have the right elected to pay all rent and other sums owing Fixed Rent and/or Additional Charges by Subtenant to Sublandlord hereunder for those items that also are owed by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ directly to Overlandlordwire transfer, provided (a) Subtenant has reasonable written evidence that Sublandlord has failed to make any payment required to be made by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ and Sublandlord fails to provide adequate proof of payment within ten (10) business days after Subtenant’s written demand requesting such proof; and (b) Subtenant has demanded, in writing, that Sublandlord confirm within ten (10) business days following such demand that such amounts are under dispute between Sublandlord and Overlandlord and Sublandlord has failed to confirm that such amounts are under dispute. then Subtenant shall provide not be in default of Subtenant's obligation to Sublandlord concurrently pay Fixed Rent and/or Additional Charges, nor shall any interest be imposed, if and for so long as Subtenant shall timely comply with any payment to Overlandlord reasonable evidence of Sublandlord's wire instructions in connection with such paymentpayments. Any sums paid directly by Subtenant to Overlandlord in accordance with this paragraph shall be credited toward the amounts payable by Subtenant to Sublandlord under this Sublease. In the event Subtenant tenders payment directly to Overlandlord in accordance with this paragraph and Overlandlord refuses to accept such paymentAccordingly, if Subtenant shall have timely complied with Sublandlord's instructions pertaining to a wire transfer, but the right to deposit such funds in an account with a national shall thereafter have been misdirected or not accounted for properly by the recipient bank for the benefit of Overlandlord and designated by Sublandlord, and then the deposit of said funds in such account same shall discharge not relieve Subtenant’s 's obligation under this Sublease to make the payment so wired, but shall toll the due date for such payment until the wired funds shall have been located. Except as expressly provided to the contrary in questionthis Subparagraph 2E, in no event shall Subtenant's wiring of any Rent to Sublandlord as provided herein be deemed any waiver of Sublandlord's rights and remedies under this Sublease.
Appears in 1 contract
Annual Fixed Rent and Additional Rent. A. Subtenant covenants and agrees that, from during and after throughout the date that is thirteen entire Term, Subtenant shall pay to Sublandlord annual fixed rent (13"FIXED RENT") months after in the amounts more particularly set forth on SCHEDULE 1 annexed hereto and made a part hereof, during and for the period commencing on the Commencement Date (the “Rent Commencement Date”) and continuing through and including the Expiration Date, ; which Subtenant shall covenants and agrees to pay to Sublandlord fixed rent (“Fixed Rent”) at Sublandlord, in lawful money of the rates set forth on Schedule 1. Fixed Rent shall be payable United States, in equal monthly installments in advance advance, on the fifth (5th) business day prior to the first day of each calendar month during the Term, without any demand, deduction, offset, abatement, defense defense, and/or counterclaim whatsoever, except as otherwise expressly set forth in this Sublease. Simultaneously that Subtenant shall pay the first monthly installment of Fixed Rent simultaneously with the execution and delivery of this Sublease, Subtenant shall pay the sum of Fifty Five Thousand Three Hundred Sixty-Two and 50/100 Dollars ($55,362.50), which shall be applied to the first full monthly installment of Fixed Rent due on the Rent Commencement Date (i.e., Month 14). The monthly installment of Fixed Rent payable on account of any partial calendar month during the Term, if any, Term shall be prorated (based on prorated. Notwithstanding anything to the actual number of days contrary contained herein, in the monthevent (a) Sublandlord files a voluntary petition under the United States Bankruptcy Code (or any other federal or state bankruptcy or insolvency law) (the "CODE"). If , or (b) any direct or indirect member, shareholder, partner, principal, affiliate, employee, officer, director, agent or representative of Sublandlord (each, a "RELATED PARTY") commences, files, solicits, participates in or joins in the Rent Commencement Date occurs on a date filing of, an involuntary petition against Sublandlord under the Code, or (c) Sublandlord files an answer consenting to or acquiescing in (actual as distinguished from implied or constructive consent) any involuntary petition filed it by any other than person under the first day of a calendar monthCode, then on the Fixed Rent Commencement Datefrom and after the date of such filing (until such bankruptcy is discharged provided this Sublease is not as a result of such bankruptcy, rejected, modified or terminated) shall be an amount equal to the Base Rent payable by Sublandlord to Overlandlord under the Overlease. Upon the occurrence of any of the events set forth in cla▇▇▇▇ (▇), (b) or (c) of the immediately preceding sentence (and until such bankruptcy is discharged, provided this Sublease is not as a result of such bankruptcy, rejected, modified or terminated), Subtenant shall may pay the Base Rent payable by Sublandlord to Sublandlord Overlandlord under the monthly installment of Fixed Rent for such partial month on a pro rata basis (based on the actual number of days in the commencement month). Subtenant’s obligations Overlease, directly to pay all other charges due pursuant to this Sublease shall commence on the Commencement DateOverlandlord.
B. In addition to the additi▇▇ ▇▇ ▇▇▇ Fixed Rent payable hereunder, Subtenant covenants to shall be liable for, and shall pay to Sublandlord, for periods occurring wholly Sublandlord on or in part within before the Term, as additional rent date which is five (“Additional Rent”), without 5) business days prior to the date upon which any deduction, offset, abatement, defense and/or counterclaim whatsoever, except as otherwise expressly set forth in this Sublease, (i) Subtenant’s Share of Sublease Operating Expenses (as defined and in accordance with the terms set forth in Paragraph 4 below), (ii) all such amounts that are required to be paid payable by Sublandlord to Overlandlord pursuant to Sections 3(b) and 3(h) of the ▇▇▇▇▇▇▇▇▇ (other than the basic rent under the Overlease, 95.1% of any and all amounts payable by Sublandlord to Ov▇▇▇▇▇▇▇▇▇d pursuant to Sections 3(b) with respect to the Sublease Premises, as calculated and payable in the manner provided for in the ▇▇▇▇▇▇▇▇▇, including, but not limited to the Management Fee described in Paragraph 4E 3(h) of the ▇▇▇Overlease.
C. All payments of Fixed Rent and addi▇▇▇▇▇▇ and (iii) within thirty (30) days of written demand from Sublandlord, after Sublandlord’s delivery of a written invoice therefor, all amounts payable with respect to any utilities furnished to the Sublease Premises and that are paid by Sublandlord (if any such amounts are not sub-metered, they will be reasonably allocated by Sublandlord). The parties agree that the Sublease Premises comprise one hundred percent (100%) of the Premises.
C. In the event that Subtenant fails to make timely payment to Sublandlord of any installment of Fixed Rent or Additional Rent, Subtenant shall pay to Sublandlord, as Additional Rent, a late fee equal to three percent (3%) of the late payment and interest at the same rate and in the same manner as provided in Paragraph 18 of the ▇▇▇▇▇▇▇▇▇ with respect to the late payment of Rent nt (as defined below). Notwithstanding the foregoing, on the first occasion during any calendar year that any installment of Fixed Rent or Additional Rent is not timely paid when due hereunder, no late fee or interest will be assessed until Sublandlord has delivered a notice regarding such late installment to Subtenant and Subtenant has failed to cure the same within three (3) business days of such notice.
D. All payments of (i) Fixed Rent and Additional Rent (with Fixed Rent and Additional Rent being additional rent are collectively referred to herein as “Rent”) shall be made by wire transfer of immediately available federal funds as directed by ▇▇▇▇▇▇▇▇▇▇▇ (or as otherwise directed by Sublandlord in writing) "rent" and (ii) in the case of all other sums, either by wire transfer as aforesaid or as otherwise directed by ▇▇▇▇▇▇▇▇▇▇▇ in writing. Notwithstanding the foregoing, to the extent Overlandlord requires that Subtenant make payment of Rent directly to Overlandlord as a condition of granting Overlandlord’s consent hereto, then with respect to any such payments, Subtenant shall make payment of Rent to Overlandlord in the form and method required by Overlandlord. Subtenant’s covenant to pay Rent shall be independent of every other covenant in this Sublease.
E. In the event that any sums are due under the ▇▇▇▇▇▇▇▇▇ with respect to any period that precedes the Commencement Date or follows the Expiration Date, Subtenant’s obligations hereunder on account of such sums shall be appropriately prorated.
F. Notwithstanding anything to the contrary contained in this Sublease, all sums of money, other than Fixed Rent, as shall become due and payable by Subtenant to Sublandlord under pursuant to this Sublease other than Fixed Rent shall be deemed to be Additional Rent"additional rent") shall be made by good and sufficient check (subject to collection) currently dated, drawn on a bank which is a member of the New York Clearing House or any successor thereto, issued directly from Subtenant, without endorsements, to the order of Sublandlord (or such other party as Sublandlord may, from time to time, direct) at Sublandlord's office (or such other place as Sublandlord may designate from time to time) Contemporaneously herewith, Sublandlord, Subtenant and Bank of America Securities, L.L.C. (together with any successor thereto, the "LOCK BOX BANK") are entering into a lock-box arrangement. Notwithstanding the provisions of this sub-paragraph C, from and after November 1, 2001, and for so long as such arrangement is in effect, Sublandlord and Subtenant agree that all rent shall be paid to and disbursed by the Lock Box Bank in accordance with the terms of such lock-box arrangement; provided, however, that the foregoing shall not in any way limit Subtenant's obligations hereunder for the payment of rent and additional rent, and Subtenant acknowledges and agrees that the rent and additional rent payable by Subtenant under this Sublease shall not be deemed to have been paid by Subtenant unless and until disbursed and received in accordance with the lock-box arrangement.
D. In the event that additional rent is due under the Overlease with respect to any period which precedes the Commencement ▇▇▇▇ ▇▇ follows the Expiration Date, Subtenant's obligations hereunder on account of such additional rent shall be appropriately prorated.
E. Sublandlord shall have the same rights and remedies in the event of non-payment nonpayment of Additional Rent additional rent as are available to Sublandlord for the non-payment of Fixed Rent.
G. Subtenant shall have the right to pay all rent and other sums owing by Subtenant to Sublandlord hereunder for those items that also are owed by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ directly to Overlandlord, provided (a) Subtenant has reasonable written evidence that Sublandlord has failed to make any payment required to be made by Sublandlord to Overlandlord under the ▇▇▇▇▇▇▇▇▇ and Sublandlord fails to provide adequate proof of payment within ten (10) business days after Subtenant’s written demand requesting such proof; and (b) Subtenant has demanded, in writing, that Sublandlord confirm within ten (10) business days following such demand that such amounts are under dispute between Sublandlord and Overlandlord and Sublandlord has failed to confirm that such amounts are under dispute. Subtenant shall provide to Sublandlord concurrently with any payment to Overlandlord reasonable evidence of such payment. Any sums paid directly by Subtenant to Overlandlord in accordance with this paragraph shall be credited toward the amounts payable by Subtenant to Sublandlord under this Sublease. In the event Subtenant tenders payment directly to Overlandlord in accordance with this paragraph and Overlandlord refuses to accept such payment, Subtenant shall have the right to deposit such funds in an account with a national bank for the benefit of Overlandlord and Sublandlord, and the deposit of said funds in such account shall discharge Subtenant’s obligation under this Sublease to make the payment in question.
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