Common use of Failure to Make Timely Payments Clause in Contracts

Failure to Make Timely Payments. Tenant hereby acknowledges that the late payment of Percentage Rent during the Interim Phase, Concession Space Rent and Marketing Fund Fee or any other sums due hereunder will cause County to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost interest income and other professional services. Accordingly, if any payment of Percentage Rent during Interim Phase, Concession Space Rent, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any other sum due County is not received by County by the due date, a late charge of one and one-half percent (1.5%) of the payment due shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunder. The failure of County to act in the event of a delinquent payment or series of payments shall in no way waive the right of County to act at a subsequent time. County expects all rents, fees, and charges to be paid on time and ▇▇▇▇▇▇ agrees to pay on time. Notwithstanding other provisions of this Lease, and without limiting the other provisions of this Lease concerning, among other things, events deemed to constitute default of Tenant, County may, in County’s reasonably exercised discretion, terminate this Lease upon written notice to Tenant if there are recurring instances in which ▇▇▇▇▇▇’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable.

Failure to Make Timely Payments. Tenant hereby acknowledges that Immediately upon Concessionaire's receipt of monies from sales, services, or doing business under this Agreement, the late percentages of said monies belonging to City per this Agreement shall immediately vest in and become the property of City. Concessionaire understands, accepts, and agrees to be responsible as a trustee for said monies until the same are delivered to City. Concessionaire also covenants to pay all compensation, damages, charges, and fees under this Agreement independent of any obligation of City. No breach of this Agreement by City shall relieve Concessionaire of its obligation and duty to pay all such obligations when due. Without waiving any other right or action available to City, in the event Concessionaire is delinquent in the payment of Percentage Rent during rents, fees, or charges hereunder or rightly due and owing by an audit of Concessionaire’s books and records as provided in Section 5.10, and in the Interim Phaseevent Concessionaire is delinquent in paying to City any such rents, Concession Space Rent and Marketing Fund Fee fees, or any other sums charges for a period of five (5) business days after the payment is due, City reserves the right to charge Concessionaire interest thereon, from the date such rents, fees, or charges became due hereunder will cause County to incur costs not contemplated the date of payment, at the Federal Reserve Bank of New York prime rate in effect on the date the rents, fees, or charges became due plus four percent (FRBNY prime +4%) or 18% per annum, whichever is greater, to the maximum extent permitted by this Leaselaw. In the event of a dispute as to the amount to be paid, City shall accept the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost interest income and other professional services. Accordinglysum tendered without prejudice and, if any a deficiency is determined to exist, interest shall apply only to the deficiency. The right of City to require payment of Percentage Rent during Interim Phaseinterest and the obligation of the Concessionaire to pay same shall be in addition to and not in lieu of the right of City to enforce other provisions herein, Concession Space Rentincluding termination of this Agreement, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any to pursue other sum due County is not received remedies provided by County by the due date, a late charge of one and one-half percent (1.5%) of the payment due shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunderlaw. The failure of County City to act take action in the event of a delinquent payment or series of payments shall in no way waive the right of County City to act take action at a subsequent time. County City expects all rents, fees, fees and charges to be paid on time and ▇▇▇▇▇▇ Concessionaire agrees to pay on time. Further, any endorsements or statements on a check or letter accompanying such payment for compensation or other charges shall not be deemed an accord and satisfaction or otherwise recognized for any purpose whatsoever. Notwithstanding other provisions of this LeaseAgreement, and without limiting the other provisions of this Lease Agreement concerning, among other things, events deemed to constitute default of TenantConcessionaire, County may, in County’s reasonably exercised discretion, City may terminate this Lease Agreement upon written notice to Tenant Concessionaire, in accordance with section 13.03, if (i) there are recurring instances in which ▇▇▇▇▇▇Concessionaire’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable; or (ii) Concessionaire fails to maintain adequate records and accounts reflecting its business operations at DEN and calculation of Gross Receipts under this Agreement; or (iii) Concessionaire fails or refuses to submit the formal supporting paperwork as required herein.

Failure to Make Timely Payments. Tenant hereby acknowledges (a) In the event that (A) WMT fails to pay an Installment or make an Earn-out Payment (each an "Outstanding Obligation" and collectively, the late "Outstanding Obligations") on the applicable Due Date, and (B) reasonably believes it does not have sufficient working capital to pay such Outstanding Obligations, and (C) after using all reasonable efforts cannot obtain the funds necessary to pay any such Outstanding Obligations, WMT shall execute and deliver to each Stockholder to whom such Outstanding Obligation is owed the following: (i) on the applicable Due Date with respect to each such Outstanding Obligation, a subordinated promissory note, in substantially the form of Exhibit J hereto, in the principal amount of the Outstanding Obligation then owed (each, a "Promissory Note"). Such Promissory Note shall bear simple interest from the applicable Due Date at the rate per annum equal to the Prime Rate as listed in the Money Rates section of The Wall Street Journal on the business day immediately preceding the applicable Due Date, plus four percent (4%), or the maximum rate allowable by applicable law, whichever is less (the "Default Rate"). Such Promissory Note shall have a term of six (6) months from the applicable Due Date, with accrued interest due and payable at the end of such term. To the extent the Promissory Note has not been paid in full when due, and conditioned upon payment of Percentage Rent during the Interim Phase, Concession Space Rent and Marketing Fund Fee or any other sums due hereunder will cause County to incur costs not contemplated by this Leaseall accrued interest on such Promissory Note at such time, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost Promissory Note shall automatically renew for additional six (6) month periods with accrued interest income due (and other professional services. Accordingly, if any such renewal being conditioned upon payment of Percentage Rent during Interim Phasesuch interest) at the end of each six (6) month period. In the event that WMT subsequently obtains sufficient working capital or is able to obtain the financing necessary to pay such obligations, Concession Space RentWMT shall pay such portion of the amount due under the Promissory Note as is reasonably possible under the circumstances; and (ii) on the applicable Due Date with respect to each such Outstanding Obligation, a warrant, in substantially the form of Exhibit K hereto (the "Warrant"), granting such Stockholder the right to purchase the number of shares of WMT Common equal to (x) ten percent (10%) of the principal amount then owed to such Stockholder pursuant to the Promissory Note issued in accordance with Section 2.7(a)(i) above, divided by (y) the Average Market Price of WMT Common on the applicable Due Date with respect to the Outstanding Obligation underlying such Promissory Note, at an exercise price equal to seventy-five percent (75%) of the Average Market Price of WMT Common at the Due Date of the Outstanding Obligation with respect to which such Promissory Note was issued. (b) If the amount due to a Stockholder under any Promissory Note provided for in Section 2.7(a)(i) above (including accrued interest) is not paid in full when due, and Marketing Fund Fee as specified the term of the Promissory Note is extended by six (6) months in accordance with the provisions of Section 4.06 in this Lease2.7(a)(i), or WMT shall execute and deliver to the Stockholder on such six (6) month anniversary an additional Warrant exercisable for that number of any other sum due County is not received by County by the due date, a late charge shares of one WMT Common equal to (x) twelve and one-half percent (1.512.5%) of the payment due aggregate principal amount then outstanding pursuant to such promissory note, divided by (y) the Average Market Price of WMT Common on such date, at an exercise price equal to sixty percent (60%) of the Average Market Price of WMT Common on the date of issuance of the Warrant. Whenever the term of the Promissory Note is extended thereafter (at six (6) month intervals), the grant of additional Warrants exercisable for an additional number of shares shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure increased in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge increments of one two and one-half percent (1.52.5%) (over the Warrant coverage percentage applicable to the previous Warrant) of said paymentthe amount then owed, excluding late charges, and the exercise price of such additional Warrants shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate set at fifteen percentage points below the percentage exercise price of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunderpreviously issued Warrant. The failure issuance of County to act any additional Warrants shall not have any effect upon Warrants then outstanding, which shall remain in full force and effect in accordance with the event of a delinquent payment or series of payments shall in no way waive the right of County to act at a subsequent time. County expects all rents, fees, and charges to be paid on time and ▇▇▇▇▇▇ agrees to pay on time. Notwithstanding other provisions of this Lease, and without limiting the other provisions of this Lease concerning, among other things, events deemed to constitute default of Tenant, County may, in County’s reasonably exercised discretion, terminate this Lease upon written notice to Tenant if there are recurring instances in which ▇▇▇▇▇▇’s payments required hereunder are not timely or are insufficient to cover sums actually due and payableterms thereof.

Failure to Make Timely Payments. Tenant hereby acknowledges In the event that (A) WMT fails to ------------------------------- pay an Installment or make an Earn-out Payment (each an "Outstanding Obligation" and collectively, the late "Outstanding Obligations") on the applicable Due Date, and (B) reasonably believes it does not have sufficient working capital CONFIDENTIAL TREATMENT to pay such Outstanding Obligations, and (C) after using all reasonable efforts cannot obtain the funds necessary to pay any such Outstanding Obligations, WMT shall execute and deliver to each Stockholder to whom such Outstanding Obligation is owed on the applicable Due Date with respect to each such Outstanding Obligation, a subordinated promissory note, in substantially the form of EXHIBIT J hereto, in the principal amount of the Outstanding Obligation then owed (each, a "Promissory Note"). Such Promissory Note shall bear simple interest from the applicable Due Date at a rate per annum equal to eighteen percent (18%) or the maximum rate allowable by applicable law, whichever is less (the "Default Rate"). Such Promissory Note shall have a term of six (6) months from the applicable Due Date, with accrued interest due and payable monthly. To the extent the Promissory Note has not been paid in full when due, and conditioned upon payment of Percentage Rent during the Interim Phase, Concession Space Rent and Marketing Fund Fee or any other sums due hereunder will cause County to incur costs not contemplated by this Leaseall accrued interest on such Promissory Note at such time, the exact Promissory Note shall automatically renew for additional six (6) month periods with accrued interest due (and such renewal being conditioned upon payment of such interest) monthly. In the event that WMT subsequently obtains sufficient working capital or is able to obtain the financing necessary to pay such obligations, WMT shall pay such portion of the amount of which will be extremely difficult due under the Promissory Note as is reasonably possible under the circumstances." 7. Exhibit K (the "Warrant") and Exhibit L (the "Warrant Registration Rights Agreement") originally attached to ascertain. Such costs includethe Stock Purchase Agreement and all references and provisions in the Stock Purchase Agreement to Exhibit K, Exhibit L, "Warrant" or "Warrant Registration Rights Agreement" (including, but are not limited to, administrative processing such references in Sections 1, 2.8, 2.9 and 5.2) are hereby deleted and shall be of delinquent noticesno further force or effect. 8. Section 2.8(a), increased accounting costs, lost interest income 2.8(h) and other professional services. Accordingly, if any payment the last flush paragraph of Percentage Rent during Interim Phase, Concession Space Rent, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any other sum due County is not received by County by the due date, a late charge of one and one-half percent (1.5%) 2.8 of the payment due shall be added Stock Purchase Agreement are hereby amended to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunder. The failure of County to act in the event of a delinquent payment or series of payments shall in no way waive the right of County to act at a subsequent time. County expects all rents, fees, and charges to be paid on time and ▇▇▇▇▇▇ agrees to pay on time. Notwithstanding other provisions of this Lease, and without limiting the other provisions of this Lease concerning, among other things, events deemed to constitute default of Tenant, County may, in County’s reasonably exercised discretion, terminate this Lease upon written notice to Tenant if there are recurring instances in which ▇▇▇▇▇▇’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable.read as follows:

Failure to Make Timely Payments. Tenant hereby acknowledges that the late payment of Percentage Rent during the Interim Phase, Concession Space Rent and Marketing Fund Fee or any other sums due hereunder will cause County to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost interest income and other professional services. Accordingly, if any payment of Percentage Rent during Interim Phase, Concession Space Rent, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any other sum due County is not received by County by the due date, a late charge of one and one-half percent (1.5%) of the payment due shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) DocuSign Envelope ID: 3D69B7F0-C0A2-48D7-BAEA-EC290E626401 month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunder. The failure of County to act in the event of a delinquent payment or series of payments shall in no way waive the right of County to act at a subsequent time. County expects all rents, fees, and charges to be paid on time and ▇▇▇▇▇▇ agrees to pay on time. Notwithstanding other provisions of this Lease, and without limiting the other provisions of this Lease concerning, among other things, events deemed to constitute default of Tenant, County may, in County’s reasonably exercised discretion, terminate this Lease upon written notice to Tenant if there are recurring instances in which ▇▇▇▇▇▇’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable.

Failure to Make Timely Payments. Tenant hereby acknowledges that If the late Buyer fails to deliver any payment as set forth in Sections 2.4, 2.5, or 2.6, within one hundred twenty (120) days of Percentage Rent during an Earnout Payment Due Date, Incentive Payment Due Date or Ajinomoto Payment Due Date, as applicable, the Interim PhaseBuyer shall issue to the Sellers an aggregate amount of Buyer Common Stock equal to (a) the amount of the Earnout Payment, Concession Space Rent and Marketing Fund Fee Incentive Payment or Ajinomoto Payment due to the Sellers on the Earnout Payment Due Date, Incentive Payment Due Date or Ajinomoto Payment Due Date, as applicable, divided by (b) the average closing price of Buyer Common Stock on the NASDAQ Global Market or any other sums due hereunder will cause County exchange on which Buyer Common Stock is publicly traded for the ten (10) trading days immediately preceding the Earnout Payment Due Date, Incentive Payment Due Date or Ajinomoto Payment Due Date, as applicable. To the extent any such Buyer Common Stock is issued to incur costs not contemplated by the Sellers in accordance with the terms of this LeaseSection 2.8, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost interest income and other professional services. Accordingly, if any payment of Percentage Rent during Interim Phase, Concession Space Rent, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any other sum due County is not received by County by Sellers shall have the due date, a late charge of one and one-half percent (1.5%) of the payment due shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default registration rights set forth on Exhibit 2.8 attached hereto with respect to such overdue payment or prevent County from exercising Buyer Common Stock. Notwithstanding the foregoing, the Buyer shall, prior to the issuance of any Buyer Common Stock, obtain the prior approval of its stockholders if in the opinion of the other rights and remedies granted hereunder. The failure Buyer such approval is legally required, including any requirement of County to act an exchange on which Buyer Common Stock is listed; provided that in the event of a delinquent payment or series any inability of payments the Buyer to obtain such approval, the parties agree that Buyer shall in no way waive the right of County to act at a subsequent time. County expects all rents, fees, and charges to nonetheless be paid on time and ▇▇▇▇▇▇ agrees obligated to pay any payments set forth in Sections 2.4, 2.5, or 2.6, plus interest on timethe unpaid amount accruing at the greater of (i) ten percent (10%) per annum or (ii) the then-prevailing Prime Rate plus five percent (5%) per annum. Notwithstanding other provisions If the amount of any such payment is the subject of a dispute pursuant to Section 2.7, the Buyer’s obligation to issue Buyer Common Stock to the Sellers shall not be triggered until one hundred twenty (120) days following the Disputed Payment Due Date. Any Buyer Common Stock delivered to the Sellers pursuant to this Lease, and without limiting Section 2.8 shall be distributed among the other provisions of this Lease concerning, among other things, events deemed Sellers according to constitute default of Tenant, County may, in County’s reasonably exercised discretion, terminate this Lease upon written notice to Tenant if there are recurring instances in which ▇▇▇▇▇▇’s payments required hereunder are not timely or are insufficient to cover sums actually due and payabletheir Percentage Interests.

Failure to Make Timely Payments. Tenant hereby acknowledges that ‌ Immediately upon Concessionaire's receipt of monies from sales, services, or doing business under this Agreement, the late percentages of said monies belonging to City per this Agreement shall immediately vest in and become the property of City. Concessionaire understands, accepts, and agrees to be responsible as a trustee for said monies until the same are delivered to City. Concessionaire also covenants to pay all compensation, damages, charges, and fees under this Agreement independent of any obligation of City. No breach of this Agreement by City shall relieve Concessionaire of its obligation and duty to pay all such obligations when due. Without waiving any other right or action available to City, in the event Concessionaire is delinquent in the payment of Percentage Rent during rents, fees, or charges hereunder or rightly due and owing by an audit of Concessionaire’s books and records as provided in Section 5.10, and in the Interim Phaseevent Concessionaire is delinquent in paying to City any such rents, Concession Space Rent and Marketing Fund Fee fees, or any other sums charges for a period of five (5) business days after the payment is due, City reserves the right to charge Concessionaire interest thereon, from the date such rents, fees, or charges became due hereunder will cause County to incur costs not contemplated the date of payment, at the Federal Reserve Bank of New York prime rate in effect on the date the rents, fees, or charges became due plus four percent (FRBNY prime +4%) or 18% per annum, whichever is greater, to the maximum extent permitted by this Leaselaw. In the event of a dispute as to the amount to be paid, City shall accept the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost interest income and other professional services. Accordinglysum tendered without prejudice and, if any a deficiency is determined to exist, interest shall apply only to the deficiency. The right of City to require payment of Percentage Rent during Interim Phaseinterest and the obligation of the Concessionaire to pay same shall be in addition to and not in lieu of the right of City to enforce other provisions herein, Concession Space Rentincluding termination of this Agreement, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any to pursue other sum due County is not received remedies provided by County by the due date, a late charge of one and one-half percent (1.5%) of the payment due shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunderlaw. The failure of County City to act take action in the event of a delinquent payment or series of payments shall in no way waive the right of County City to act take action at a subsequent time. County City expects all rents, fees, fees and charges to be paid on time and ▇▇▇▇▇▇ Concessionaire agrees to pay on time. Further, any endorsements or statements on a check or letter accompanying such payment for compensation or other charges shall not be deemed an accord and satisfaction or otherwise recognized for any purpose whatsoever. Notwithstanding other provisions of this LeaseAgreement, and without limiting the other provisions of this Lease Agreement concerning, among other things, events deemed to constitute default of TenantConcessionaire, County may, in County’s reasonably exercised discretion, City may terminate this Lease Agreement upon written notice to Tenant Concessionaire, in accordance with section 13.02, if (i) there are recurring instances in which ▇▇▇▇▇▇Concessionaire’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable; or (ii) Concessionaire fails to maintain adequate records and accounts reflecting its business operations at DEN and calculation of Gross Receipts under this Agreement; or (iii) Concessionaire fails or refuses to submit the formal supporting paperwork as required herein.

Failure to Make Timely Payments. Tenant hereby acknowledges that the late payment of Percentage Rent during the Interim Phase, Concession Space Rent and Marketing Fund Fee or any other sums due hereunder will cause County to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, administrative processing of delinquent notices, increased accounting costs, lost interest income and other professional services. Accordingly, if any payment of Percentage Rent during Interim Phase, Concession Space Rent, and Marketing Fund Fee as specified in Section 4.06 in this Lease, or of any other sum due County is not received by County by the due date, a late charge of one and one-half percent (1.5%) of the payment due shall be added to any amount that remains unpaid after such amount was due and payable hereunder; provided, however, with regard to the first such failure in any twelve (12) month period beginning at DBO through Accounting Year and every Accounting Year thereafter, such late charge shall be waived to the extent tenant cures such failure. following ▇▇▇▇▇▇’s receipt of written notice from County that the same was not received when due. The unpaid shall be added to the payment, and the total sum shall become immediately due and payable to County. An additional charge of one and one-half percent (1.5%) of said payment, excluding late charges, shall be added for each additional month that said payment remains unpaid. DocuSign Envelope ID: C3FE23DB-91BD-434E-8B72-DA0A11B2473D Tenant and County hereby agree that such late charges represent a fair and reasonable estimate of the costs that County will incur by reason of Tenant’s late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by County shall in no event constitute a waiver of Tenant’s default with respect to such overdue payment or prevent County from exercising any of the other rights and remedies granted hereunder. The failure of County to act in the event of a delinquent payment or series of payments shall in no way waive the right of County to act at a subsequent time. County expects all rents, fees, and charges to be paid on time and ▇▇▇▇▇▇ agrees to pay on time. Notwithstanding other provisions of this Lease, and without limiting the other provisions of this Lease concerning, among other things, events deemed to constitute default of Tenant, County may, in County’s reasonably exercised discretion, terminate this Lease upon written notice to Tenant if there are recurring instances in which ▇▇▇▇▇▇’s payments required hereunder are not timely or are insufficient to cover sums actually due and payable.