CITY COUNCIL REGULAR MEETING AGENDA PACKET

12 4859-3312-3005v4 Cash (as defined in and calculated pursuant to the Note) generated by the Project during the previous calendar year; provided however, the first such payment shall include thirty-three and 33/100 percent (33.33%) of Surplus Cash accrued prior to the Conversion Date. Commencing upon the earlier of (a) the commencement of the sixteenth (16th) year following the Conversion Date, and (b) the date that any deferred developer fee has been fully paid, Lessee’s annual Rent payment obligation shall increase to equal fifty percent (50%) of Surplus Cash generated by the Project during the previous calendar year. At such time that Aggregate Rent has been paid in full: (i) Lessor shall apply Lessee’s payments of Surplus Cash toward the balance payable under the Note, and (ii) Lessee will not be obligated to pay additional sums as annual Rent. Any unpaid balance of Aggregate Rent shall be due and payable by not later than June 30, 2081. Section 4.2 Payments. All Rent, Additional Rent, and other sums, if any, due Lessor hereunder shall be paid by Lessee to Lessor at the address of Lessor set forth hereinafter for notices, or to such other person and/or at such other address as Lessor may direct by written notice to Lessee, without notice or demand, and without abatement, deduction or set off. ARTICLE 5. TAXES AND OTHER IMPOSITIONS; UTILITIES Section 5.1 Payment of Impositions. As and when the same shall become due, Lessee will pay all of the Impositions, except that if any Imposition that Lessee is obligated to pay in whole or in part is permitted by law to be paid in installments, Lessee may pay or cause to be paid such Imposition (or its proportionate part thereof) in installments as and when such installments become due. Upon the written request of Lessor, Lessee shall provide to Lessor evidence satisfactory to Lessor of payment of all Impositions. During the first and last years of the Term, all Impositions shall become payable during each calendar, fiscal, tax or Lease Year, as applicable, shall be ratably adjusted on a per diem basis between Lessor and Lessee in accordance with the respective portions of such calendar, fiscal, tax, assessment or Lease Year during the Term. If any special assessments are payable in installments, Lessee shall pay only those installments that are due and payable during the Term. Section 5.2 Possessory Interest Taxes. Notwithstanding any contrary provision of this Lease, Lessee shall be responsible for payment of any possessory interest taxes payable in connection with this Lease and the Leasehold Estate. Section 5.3 Contested Taxes and Other Impositions. (a) Lessee, in its own name or in the name of Lessor if prior written consent of Lessor is obtained by Lessee, may contest the validity or amount of any Imposition relating to all or any portion of the Leased Premises, in which event the payment thereof, if authorized by applicable law, may be deferred during the pendency of such contest, if diligently prosecuted. Page 92 of 428