Fill and Sign the Lease of Store in Hotel Form

Lease of Store in Hotel This lease agreement made on the _________________ (date) , between ______________________ (Name of Landlord) , referred to herein as Landlord , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ __________________ (street address, city, state, zip code) , and _____________________ (Name of Tenant) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ ___________________________________________________ (street address, city, state, zip code) , referred to herein as Tenant . Whereas, it is the desire of the parties that Landlord will lease to Tenant a certain portion of the building known as the ___________________________ (Name of Hotel) , hereinafter called the Hotel , located at ______________________________________________________ ______________________________ (street address, city, state, zip code) , for the purposes stated below. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Leased Premises Landlord leases to Tenant, and Tenant leases from Landlord, approximately _________ (number) square feet of space located on the _______ (number) floor of the Hotel, as shown on the floor plan attached as Exhibit A , hereafter called the Leased Premises , together with the right to use the parking and common facilities which may be furnished by Landlord, in common with Landlord, the guests, occupants, and tenants (their agents, employees, customers, and invitees) of the Hotel. Landlord reserves the right to build an additional structure or structures on the parking areas presently surrounding the Hotel and the Leased Premises, subject to furnishing sufficient parking as required by the ___________________________ (Name of City and State) Building Ordinances through parking structures or otherwise. Tenant agrees not to interfere with this construction in any manner whatever and waives any claim for damages during the period of construction, or as a result of it. Landlord has the right to make reasonable rules and regulations governing the use of the parking and common facilities. 2. Term The term of this Lease is for a period of ______ (number) years, commencing on ____________________ (date of commencement of term) (the commencement date ), to expire on ____________________ (date of end of term) , fully to be completed and ended. If Landlord fails to deliver the Leased Premises on the commencement date because the Leased Premises are not then ready for occupancy, or because the previous occupant of the Leased Premises is holding over, or for any other cause beyond Landlord's control, the Landlord will not be liable to Tenant for any damages as a result of the Landlord's delay in delivering the Leased Premises, nor will any delay affect the validity of this Lease, and the commencement date of this Lease will be postponed until the Leased Premises are ready for Tenant's occupancy. If permission is given to Tenant to enter into possession of the Leased Premises, or to occupy premises other than the Leased Premises, prior to the date specified as the commencement date of the term of this Lease, Tenant agrees that occupancy will be deemed to be under all the terms, covenants, conditions, and provisions of this Lease. Tenant must furnish Landlord on request, on or before occupancy of the Leased Premises, a letter addressed to Landlord stating: That Tenant has accepted the Leased Premises for occupancy and setting forth the commencement and expiration dates of this Lease and any other information as either Landlord or the mortgagee of the Leased Premises requests. 3. Rent Tenant must pay to Landlord as rent for the Leased Premises, during each year of the term of the Lease, $_________________, payable in advance, in equal monthly installments of $_______________, on the first day of each month throughout the term of this Lease; provided, however, that if the Lease term commences on a day other than the first day of a calendar month or ends on a day other than the last day of the calendar month, the rental for the first or last fractional month will be that proportion of the monthly rental as the number of days in the fractional month bears to the total number of days in the calendar month. If Tenant fails to pay when the rent is due and payable any rent or any additional rent, the unpaid amounts will bear the interest from the due date to the date of payment at the rate of ______% per year, but in no event higher than the legal limit. Lease Year is a fiscal year consisting of 12 consecutive monthly periods commencing on the commencement date of this Lease. 4. Use and Occupancy It is agreed by the parties that the Leased Premises, during the continuance of this Lease, will be used and occupied as and for the retail sale of (type of merchandise) ________ ____________________________________________________________________________ . The Leased Premises will not be used for any other purpose or purposes without the written consent of Landlord. It is further agreed that: A. Tenant will pay all license fees, inspection charges, and any other expenses or charges which may be imposed on Landlord or the Leased Premises because of the occupancy or use of the Leased Premises by Tenant. B. Tenant will not make, do, conduct, or suffer or permit any nuisance, noise, or disturbance on or about the Leased Premises, or permit or conduct any other activities or practices on or about the Leased Premises, or in connection with it, which disturb or endanger the Landlord's management or Hotel guests or which injure the Leased Premises or the Hotel or its contents, business, or good reputation. C. Tenant will operate its business as an integral part of the Hotel, in full cooperation with the Hotel's management and so that the condition, cleanliness, and decor of the Leased Premises, and the prices and quality of Tenant's merchandise and service, are all commensurate with the high standards of the Hotel as established by Landlord. Tenant will promptly comply with all the laws, ordinances, and lawful orders and regulations affecting the Leased Premises, and the cleanliness, safety, occupation, and use of the Premises. D. Tenant will (except as prohibited by law or otherwise permitted by Landlord) keep the Leased Premises open for regular business during all regular and customary business hours established by Landlord, and on all business days. E. Tenant's employees must be suitably trained and supervised and must at all times be courteous and clean. Tenant must fully cooperate with the Hotel's management so as to handle the reasonably anticipated volume of business. F. Tenant will not sell any goods, wares, or merchandise of any kind or nature whatever in any way competitive with similar items sold by other tenants of Landlord located in the Hotel without Landlord's prior written consent. G. Tenant will not use the name _________________________ (name of hotel) or any part of it, or any other name to which the name of the Hotel may subsequently be changed, as part of any business name adopted by Tenant without the prior written consent of Landlord. Tenant may, in its advertising, refer to Tenant's place of business as located in the Hotel, giving its address. 5. Repairs It is agreed that: A. Landlord, after receiving written notice from Tenant and having reasonable opportunity to obtain the necessary materials and workers, agrees to keep in good order and repair (to the extent that they directly and immediately affect Tenant's use of the Leased Premises) the foundation, roof and outer walls of the Hotel, but not windows, doors, or glass, casings, frames, appliances or appurtenances or windows or doors, or any attachments or attachments to the Leased Premises; nor is Landlord obligated to repair any property installed or owned by Tenant at or on the Leased Premises, including signs. B. Except for the responsibilities of Landlord under paragraph A above, Tenant during the term of this Lease must maintain the Leased Premises and every part of it in as good repair (and at the expiration of the term yield and deliver up the premises in as good condition) as when taken, reasonable wear and use of it and damage by the elements excepted. Tenant must keep all glass which encloses or is part of the Leased Premises in good repair, and replace any glass which becomes cracked or broken, and must also repair and paper or paint, as the case may be, the interior of the Leased Premises at reasonable times on Landlord's request. Except as mentioned above, Tenant has the right to make only those alterations and changes in and to the Leased Premises as Landlord approves in writing. In particular, but not by way of limitation, all decorations, furnishings, paintings, papering, decor, and equipment made, done, or installed in, to, or about the Leased Premises are subject to Landlord's prior written approval. All above-mentioned repairs, alterations, changes, and other acts by Tenant are at its own expense, do not adversely affect the value or structural strength of the Hotel or other Leased Premises, are made in a workmanlike manner and comply with all applicable laws, and all rules and regulations of ____________________ (city) , and the Board of Insurance Underwriters. C. Prior to the commencement by Tenant of any work in, on, or about the Leased Premises that might result in the creation of mechanics' or materialmens' liens or on the Hotel, or the land on which the Hotel is located, Tenant must either deliver to Landlord waivers and sworn statements sufficient to preclude the creation of liens in connection with that work, or make other arrangements satisfactory to Landlord for payment of the cost of the work. Tenant covenants that all bills for labor, materials, furnishings, and equipment supplied on Tenant's order to the Leased Premises or the Hotel must be fully paid when due, and that if any mechanic's or materialmen's lien or liens are filed, Tenant must, within ______ (number) days after such filing, at its own cost and expense, cause liens to be discharged or, where permitted or required by law, file a bond or bonds for that purpose. Tenant must only use contractors approved by Landlord for permitted alterations to the Leased Premises. D. All movable furniture and movable trade fixtures and equipment placed or installed in or about the Leased Premises by Tenant must be and, except as subsequently otherwise provided, remain the property of Tenant and must be removed by it on the expiration or termination of this Lease and Tenant must promptly, at its sole expense, remedy any damage to the Leased Premises caused by removal. All other alterations, additions, or improvements made by either party on the Leased Premises must be the property of Landlord and must remain on and be surrendered with the Leased Premises on the termination of this Lease, without molestation or injury, except as Landlord otherwise agrees in writing. Tenant must at all times during the term of this Lease provide and maintain on the Leased Premises furniture and trade fixtures reasonably required for the purpose of this Lease. E. Tenant must at all times keep the Leased Premises in a clean, orderly, and sanitary condition, free from rubbish and dirt, and must store all trash and rubbish within the Leased Premises, and must arrange for the regular disposal of trash and rubbish at Tenant's expense. F. Landlord or its authorized agents have the right to enter on the Leased Premises at all reasonable times for the purpose of inspecting the Premises. If any repairs are necessary for which Tenant is responsible, Landlord may demand that Tenant make them. If Tenant refuses or neglects immediately to commence repairs (or other obligations) and complete them with reasonable dispatch, Landlord may, but is not obligated to, make or cause repairs to be made (or other obligations to be performed) and is not responsible to Tenant for any loss or damage that may occur to its stock or business by reason of loss. Tenant must promptly pay to landlord any and all expenses incurred by it in this regard. G. If Landlord deems it necessary, or is required by any governmental authority to repair, alter, remove, reconstruct, or improve any part of the Leased Premises or of the Hotel (unless it results from Tenant's act, neglect, default, or mode of operation, in which event Tenant must make all repairs, alterations, and improvements), then the repairs, alterations, or improvements must be made by Landlord with reasonable dispatch. Should the making of those repairs, alterations, or improvements cause any interference with Tenant's use of the Leased Premises, the interference will not relieve Tenant from the performance of its obligations under this Lease. 6. Signs and Advertising No signs or other advertising of any kind or nature whatever are permitted to be displayed, installed, or maintained by Tenant in, at, or on the Leased Premises or the Hotel except on obtaining Landlord's written consent. Tenant must maintain all of its signs in a good state of repair and must hold Landlord harmless from any damage, cost, or expense resulting from the construction, erection, alteration, maintenance, or removal of signs. All advertising in or any media whatever which in any way refers or relates to the Leased Premises or the Hotel, must at all times be entirely forthright and in good taste. Any advertising which, in the sole opinion of Landlord, reflects discredit on the Hotel must be immediately discontinued on notice from Landlord. 7. Utilities A. Landlord will provide and maintain the necessary distribution systems and other required facilities in order that gas, electricity, water, and sewer facilities may be furnished to the Leased Premises. Tenant accepts the use of utility services as tendered by Landlord during the term of the Lease, and any other utilities which Landlord may elect to furnish, and must promptly pay as additional rent its proportionate share of the total cost and expense to Landlord, as determined by Landlord, of supplying utility services to the ________ (ordinal number) and ___________ (ordinal number) floors of the Hotel. Tenant's proportionate share must be equal to the product obtained by multiplying the total cost and expense of utility services by a fraction, the numerator of which will be the number of square feet of floor area in the Leased Premises, and the denominator of which will be the total number of square feet of floor area in the _______ (ordinal number) and ________ (ordinal number) floors of the Hotel. Landlord's costs and expense of providing utility services include all of those items of expense which, in usual accounting practice, are treated as operating costs, including but not limited to items such as electricity, fuel, water, sewer facilities, supplies, wages, including wages of supervisory personnel, compensation, and other insurance, payroll and personal property taxes, maintenance and repairs to the equipment and housing located on the roof (including the distribution facilities within and without the Leased Premises and other leased areas in the Hotel), to the total amount of which will be added ______% for administration, but operating costs do not include major structural maintenance of the housing facilities located on the roof nor any major replacements or repairs of the type ordinarily charged as capital expenses in usual accounting practices. B. Tenant must pay, as additional rental, the amount due under this Section monthly, in advance, as estimated and determined by Landlord, and Tenant must pay charges within ______ (number) days after the presentation of bills. At the end of each Lease Year, Landlord must furnish to Tenant an annual statement setting forth in reasonable detail the cost and expense of providing utility services. Within _______ (number) days after the rendition of each annual statement to Tenant by Landlord, Tenant must pay to Landlord, or Landlord will pay or credit to Tenant, as the case may be, the difference between the estimated payments made by Tenant for the prior lease year and the actual payment due. C. Landlord may cut off and discontinue on _______ (number) days' notice to Tenant water, gas, electricity, or any other service whenever and during any period for which bills for them or for rent are not promptly paid by Tenant. Landlord is not liable in damages or otherwise should the furnishing of any services by it to the Leased Premises be interrupted by fire, accident, riot, strike, act of God, or the making of necessary repairs or improvements or other causes beyond the control of Landlord, nor will the interruption constitute a constructive or actual eviction or in any way release Tenant from the prompt and punctual performance of its obligations under this Lease. 8. Increased Real Estate Taxes A. Tenant agrees to pay, as additional rental during each Lease Year, its proportionate share of any increase in the real estate ad valorem taxes, special assessments, and any taxes in lieu of ad valorem taxes (the Increased Taxes ) which may be assessed against the land, the Hotel, and permanent improvements of which the Leased Premises are a part, and the parking area servicing the Hotel, for each Lease Year after the Base Year (as subsequently defined) in excess of the real estate ad valorem taxes for the Base Year (as subsequently defined) in excess of the real estate ad valorem taxes for the Base Year. Tenant's proportionate share will be equal to the product obtained by multiplying the Increased Taxes by a fraction, the numerator of which will be the number of square feet of floor area in the Leased Premises and the denominator of which will be the total number of square feet of floor area in the Hotel. B. The Base Year is defined as the Lease Year in which the commencement date occurs. The amount to be paid by the Tenant to Landlord pursuant to this Section 8 must be paid in monthly installments on or before the first day of each calendar month in advance in an amount estimated by Landlord, provided that if Landlord is required under any mortgage covering the Leased Premises to escrow real estate taxes, Landlord may, but is not obligated to, use the amount required to be so escrowed as a basis for its estimate of the monthly installments due from Tenant. On receipt of all tax bills and assessment bills attributable to any Lease Year during the term of this Lease, Landlord will furnish Tenant with a written statement of the actual amount due from Tenant to Landlord pursuant to this Section 8 for that year. If the total amount paid by Tenant under this Section 8 for any Lease Year during the term of this Lease is less than the actual amount due from Tenant for the Lease Year, as shown on a statement, Tenant must pay to Landlord the difference between the amount paid by Tenant and the actual amount due, the amount to be paid within ______ (number) days after demand by Landlord. If the total amount paid by Tenant under this Lease for any Lease Year exceeds the actual amount due from Tenant to Landlord for the Lease Year, the excess must be credited against the next installment of taxes and assessments due from Tenant to Landlord under this Lease. For any Lease Year which is less than 12 full calendar months, the amount required to be paid by Tenant pursuant to this Section 8 is reduced by a fraction, the numerator of which will be the number of days in that year not included in the term of this Lease and the denominator of which will be 365. Should _________________ (state) or any political subdivision of it or any governmental authority having jurisdiction over it levy, assess, or impose: 1. A tax on the rents or other income received from the Tax Parcel, or 2. A license fee measured by the rents receivable by Landlord from the Tax Parcel, or 3. A tax, license, or franchise fee imposed on Landlord which is otherwise measured by or based in whole or in part on the Tax Parcel or any portion of it, either by way of substitution for the taxes levied or assessed against the Tax Parcel, or in addition to it, the tax, assessment, or fee will be deemed to constitute a real estate tax against the Tax Parcel for the purposes of this Section 8 computed as if the amount of the tax, assessment, or fee so payable were due as if the Tax Parcel were the only property of the Landlord subject to it. Tenant must also pay all real and personal property taxes levied or assessed against Tenant's property and improvements on or affixed to the Leased Premises, including taxes attributable to all alterations, additions, or improvements made by Tenant. 9. Insurance and Indemnification With respect to insurance, it is agreed that: A. Tenant must promptly pay as additional rent any increase in premiums which may be charged during the term of this Lease on whatever amount of fire or other casualty insurance Landlord may from time to time carry on the Leased Premises or the Hotel or any property, real or personal, located in it or nearby to the extent that the increase is attributable to Tenant's use of the Leased Premises or its activities, whether or not the use or activity is permitted by Landlord or permitted or required by this Lease. B. Tenant must save Landlord harmless from any loss, damage, or expense resulting from damage or injury to any person or property on or about the Leased Premises from any cause whatever and agrees to procure at its own expense from one or more good and solvent insurance companies satisfactory to Landlord: (i) adequate glass insurance covering doors and windows in or enclosing the Leased Premises, and (ii) public liability and property damage insurance for the benefit of Landlord in the amount of not less than $_______________ for damages resulting to one person, $_______________ for damages resulting from one casualty, and $_______________ for property damage, and to keep insurance in force during the term of this Lease and to deliver the policy or policies to the Landlord. If Tenant fails to procure insurance, Landlord may at its option procure insurance for the account of Tenant, and the cost of it will be paid to Landlord as additional rent on receipt by Tenant of bills for it. 10. Fire If the Leased Premises are damaged or destroyed in whole or in part by fire or other casualty during the term of this Lease, Landlord must, at its own cost and expense, repair and restore the Leased Premises to tenantable condition with reasonable dispatch, and the rent provided for will abate entirely in case the entire Leased Premises are untenantable and pro rata for the portion rendered untenantable, in the event of partial untenantability, until the Leased Premises are restored to tenantable condition. If the Leased Premises cannot be restored to tenantable condition within a period of ______ (number) days, Landlord and Tenant each have the right to terminate this Lease on written notice to the other and any rent paid for any period in advance of the date damage and destruction occurred will be refunded to Tenant. If the Leased Premises are damaged due to fire or other casualty, Tenant must at its own cost and expense remove its furniture and other belongings from the Leased Premises that Landlord requires in order to repair and restore the Leased Premises. Landlord is the sole judge as to the extent of the untenantability of the Leased Premises and of the time required for the repair and restoration of the Leased Premises. If the Hotel is destroyed to the extent of more than one-half of its then value, Landlord has the right to terminate this Lease on written notice to Tenant, in which event any rent paid in advance of the date of destruction will be refunded to Tenant. Landlord and Tenant each release the other from any liability resulting from damage by fire or any other peril covered by extended coverage insurance with waiver of subrogation normally available in _______________ (state) , irrespective of the cause of the fire. 11. Eminent Domain If the whole or any substantial part of the Leased Premises or the Hotel is taken by any public authority under the power of eminent domain, then the term of this Lease ceases on the part so taken on the date possession of that part is required for public use. Any rent paid in advance of that date will be refunded to Tenant, and Landlord and Tenant each have the right to terminate this Lease on written notice to the other, which notice must be delivered within ________ (number) days following the date notice is received of the taking. If neither party terminates this Lease, Landlord will make all necessary repairs to the Leased Premises and the Hotel to render and restore the Leased Premises to a complete architectural unit and Tenant will continue in possession of the portion of the Leased Premises not taken under the power of eminent domain, under the same terms and conditions as are here provided, except that the rent reserved here will be reduced in direct proportion to the amount of the Leased Premises so taken. All damages awarded for the taking belong to and are the property of Landlord, whether damages are awarded as compensation for diminution in the value of the leasehold or to the fee of the Leased Premises; provided, however, Landlord is not entitled to any portion of the award made to Tenant for removal and reinstallation of fixtures, or moving expenses. 12. Subordination Landlord reserves the right to subject and subordinate this Lease to the lien of any mortgage or mortgages now or to be placed on Landlord's interest in the Leased Premises and the Hotel and/or the land of which the Leased Premises are a part; and Tenant must execute and deliver any instruments which will from time to time be reasonably demanded to that end by Landlord, or by any mortgagee. Tenant irrevocably appoints Landlord its Attorney-in-Fact to execute and deliver any instrument for and in the name of Tenant. 13. Quiet Enjoyment Landlord covenants that Tenant, on paying all the above-stated rents and installments and performing all the covenants, will and may peacefully and quietly have, hold, and enjoy the Leased Premises for the stated term without molestation or hindrance by any person holding under or through Landlord. 14. Assignment and Subletting Tenant covenants not to assign or transfer this Lease or hypothecate or mortgage the Lease or sublet the Leased Premises or any part of it without the prior written consent of Landlord. In the event of any assignment or transfer with Landlord's consent, Tenant remains fully liable to perform all of the obligations under this Lease. In the event of any assignment, transfer (including transfers by operation of law or otherwise), hypothecation, mortgage, or subletting without written consent, in addition to any other right or remedy Landlord may have under the provisions of this Lease, Landlord has the right to terminate this Lease and/or to reenter and repossess the Leased Premises but Landlord's right to damages survives and Tenant will in no way be released from any of its obligations under this Lease. Consent by Landlord to one or more assignments of this Lease or to one or more sublettings of the Leased Premises will not be deemed to be a waiver of the requirement for the consent of Landlord to any future assignment or subletting. The sale or sales aggregating ______% or more of: (i) the capital stock of Tenant (if Tenant is a nonpublic corporation); or (ii) the partnership or joint venture interests of Tenant (if Tenant be partnership or joint venture), will be deemed to be an assignment of this Lease within the meaning of this Section 14. 15. Landlord Remedies A. If any rent becomes due and unpaid or if Tenant is in default on any of the other terms of this Lease, or if the Leased Premises are abandoned or vacated, then Landlord, in addition to its other remedies provided in this Lease or permitted by law, has the right to terminate this Lease. Landlord also has the immediate right of reentry. Should Landlord elect to reenter or take possession pursuant to legal proceedings or any notice provided for by law, Landlord may either terminate this Lease without waiving its right to damages, or from time to time, without terminating this Lease, relet the Leased Premises or any part of it on those terms and conditions as Landlord in its sole discretion deems advisable. The avails of reletting will be applied: first, to the payment of any indebtedness of Tenant to Landlord other than rent due, including all collection and court costs and attorney's fees suffered in recovering and reletting the Leased Premises; second, to the payment of any reasonable costs of reletting, including the cost of any brokerage fees and reasonable alterations and repairs to the Leased Premises; third, to the payment of rent due and unpaid; and the residue, if any, will be held by Landlord and applied to the payment of future rent as rent may become due and payable. If rentals received from reletting during any month are less than that to be paid during that month by Tenant, or if Landlord does not relet the Leased Premises, Tenant must pay any rental deficiency to Landlord. The deficiency will be calculated and paid monthly. No reentry or taking possession of the Leased Premises by Landlord will be construed as an election on its part to terminate this Lease unless a written notice of that intention is given to Tenant or unless the termination is decreed by a court of competent jurisdiction. Notwithstanding any reletting without termination, Landlord may at any time afterward elect to terminate this Lease for the previous breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of breach, including the cost of recovering the Leased Premises, reasonable attorney's fees incidental to recovery, and including the worth at the time of termination of the excess, if any, of the amount of rent and charges equivalent to rent reserved in this Lease for the remainder of the stated term over the then reasonable rental value of the Leased Premises for the remainder of the stated term, all of which amounts will be immediately due and payable by Tenant. B. Landlord or its attorney, representatives, and assigns, may reenter and repossess the Leased Premises, and declare the term of the Lease forfeited if the Leased Premises are deserted or vacated by Tenant for _______ (number) days or more. Landlord may pursue all remedies available to it under this Lease or at law for a forfeiture by Tenant. C. If Tenant vacates or abandons the Leased premises in violation of this Lease, any property or sign, interior or exterior, that Tenant leaves on the Leased premises will be deemed to have been abandoned, and may either be retained by Landlord as the property of Landlord or may be disposed of at public or private sale as Landlord sees fit. The proceeds from the sale of any property of Tenant sold at public or private sale or the then current fair market value of property as may be retained by Landlord will be applied by Landlord against: (1) the expenses of Landlord for removal, storage, or sale of the personalty, (2) the arrears of rent or future rent payable under this Lease, and (3) any other damages to which Landlord may be entitled under this Lease. The balance of the amounts, if any, must be given to Tenant. D. Landlord has the option to treat as abandoned and retain all personal property or movable trade fixtures belonging to Tenant that Tenant fails to remove by the ending date of the term of this Lease specified in Section 2 above, or Landlord may remove those items from the Leased Premises and store the property at the expense of Tenant. C. All rights and remedies of Landlord under this Lease are cumulative and none are exclusive of any other rights and remedies allowed by law. 16. Holding Over In the event of Tenant holding over after termination of this Lease, a tenancy from month to month will exist in the absence of a written agreement to the contrary, and Tenant will pay to Landlord a daily occupancy charge equal to ______% of the monthly rental under Section 3 (plus all other charges payable by Tenant under this Lease) for each day after the expiration or termination of this Lease until the date the Leased Premises are delivered to Landlord in the condition required here, and Landlord's right to damages for illegal occupancy survives. 17. Right to Show Premises Tenant agrees that, during the ______ (number) months next preceding the expiration of the term of this Lease, it will at all reasonable hours permit Landlord or its authorized agent to show the Leased Premises to persons who might desire to lease the premises, and to place a notice which will not interfere with the business of Tenant on the front of the Leased Premises offering the Leased Premises To Rent or For Sale and Tenant agrees to permit the notice to remain without hindrance or molestation. 18. Landlord’s Lien This Lease constitutes a security agreement (as security for any rentals and other amounts due to Landlord and for the performance of all of Tenant's obligations) covering Tenant's present and future interest in all furniture, fixtures, and equipment now owned or to be acquired and may be enforced in the manner provided by law. Notice of default and sale will be made as required by the Uniform Commercial Code as adopted in ________________ (state) . 19. Nonliability A. In the event of any sale or transfer of the Leased Premises (including any transfer by operation of law), Landlord (and in case of any subsequent transfers or conveyances the then transferor or grantor) will be automatically freed and relieved from and after the date of the transfer or conveyance of all personal liability as to the performance of any covenants or obligations on the part of Landlord contained in this Lease to be performed, provided that any funds in the hands of Landlord or the then- transferor or grantor at the time of transfer or conveyance, in which Tenant has an interest, will be turned over to the transferee or grantee and any amount then due and payable to Tenant by Landlord or the then-transferor or grantor under any provision of this Lease, will be paid to Tenant, it being intended that the covenants and obligations contained in this Lease on the part of Landlord will, subject as above, be binding on Landlord, its successors and assigns, only during and in respect of their respective successive periods of ownership. Notwithstanding any other provisions of this Lease, neither Landlord nor any of its officers, directors, agents, or employees will in any manner or to any extent be liable or responsible to Tenant or any other person: B. For any loss or damage (or injury to person or property) caused by stoppage, failure, malfunction, or other defect of or in utilities, or any other aspect or facility of the Leased Premises or the Hotel, such as (but not limited to) leakage, overflow or backing up of or from plumbing, heating, air-conditioning, gas lines, water mains, sewers, or other drainage facilities. C. For loss or damage (or injury to person or property) resulting from accidents, explosions, leaks, or other causes attributable to Tenant's use of the Leased Premises or arising in or about the Leased Premises, and Tenant will be solely responsible. D. For loss or damage (or injury to person or property) occasioned by or through acts or omissions of other tenants or guests of the Hotel or other persons occupying or using adjoining or nearby portions of the Hotel. E. For damage to, or shortages in, Tenant's merchandise, equipment, or other property from any cause whatever. 20. Landlord Liability If Landlord fails to perform any covenant, term, or condition of this Lease, and if as a consequence of default Tenant recovers a money judgment against Landlord, the judgment must be satisfied only out of the proceeds of sale received on execution of the judgment and levied against the right, title, and interest of Landlord in the Hotel and out of rents or other income from the property receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of the Landlord's right, title, and interest in the Hotel, and Landlord will not be liable for any deficiency. 21. Bankruptcy or Insolvency A. If the estate created by this Lease will be taken in execution or by other process of law, or if Tenant will be adjudicated insolvent or bankrupt pursuant to the provisions of any state or federal insolvency or bankruptcy act, or if a receiver or trustee of the property of Tenant will be appointed by reason of Tenant's insolvency or inability to pay its debts, or if any assignment is made of Tenant's or for the benefit of creditors, then and in any event, Landlord may at its option terminate this Lease and all rights of Tenant under it by giving to Tenant notice in writing of the election of Landlord to so terminate. B. Neither Tenant will cause or give cause for the institution of legal proceedings seeking to have Tenant adjudicated bankrupt, reorganized, or rearranged under the bankruptcy laws of the United States, and will not cause or give cause for the appointment of a trustee or receiver for Tenant's assets, and will not make any assignment for the benefit of creditors, or become or be adjudicated insolvent. The allowance of any petition under the bankruptcy law or the appointment of a trustee or receiver of Tenant will be conclusive evidence that Tenant, or gave cause, unless the allowance of the petition or the appointment of a trustee or receiver is vacated within ________ (number) days after the allowance or appointment. Any act described in this Section 21 is deemed a material breach of Tenant's obligation under this Lease, and on breach by Tenant, Landlord may, at its option and in addition to any other remedy available to Landlord, to the extent permitted by law, terminate this Lease and all rights of Tenant under it, by giving to Tenant notice in writing of the election of Landlord to so terminate. 22. Ground Lease Subordination This Lease and the rights of Tenant under it are subject and subordinate at all times to any underlying lease of the underlying fee now existing or subsequently made on the fee including all amendments, renewals, modifications, consolidations, replacements, and extensions of the underlying lease (the Ground Lease ). In the event of the termination of the Ground Lease by the Ground Lessor, Tenant agrees that if requested by the Ground Lessor so to do, Tenant will attorn to the Ground Lessor (Fee Owner) on termination of the Ground Lease. 23. Estoppel Certificates Tenant agrees at any time and from time to time on not less than _______ (number) days' prior written request by Landlord to execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications that the Lease is in full force and effect as modified), and stating the dates to which the basic rent and other charges have been paid in advance, if any, it being intended that any statement delivered pursuant to this paragraph may be relied on by prospective purchasers or mortgagees of Landlord's interest in the Leased Premises or the Hotel. 24. Preventing Remote Vesting Notwithstanding any other provisions of this Lease, if the term of this Lease does not commence within _______ (number) years from the date of this Lease, then this Lease will be deemed canceled and terminated ________ (number) years from the date of this Lease without the necessity of any notice or act by Landlord or Tenant. It is agreed that the provisions of the preceding sentence are intended to prevent this Lease from becoming unenforceable by reason of claim that, without the provisions, this Lease might violate the rule against perpetuities, and the provision will not operate to relieve Landlord or Tenant from performing and observing their respective obligations which are to be performed prior to the expiration of the ______ (number) - year period. 25. Severability: The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 26. No Waiver: The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 27. Governing Law: This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 28. Notices: Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 29. Attorney’s Fees: In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 30. Entire Agreement: This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 31. Modification of Agreement: Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 32. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 33. Compliance with Laws: In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. 34. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ___________________________ ______________________________ (Name of Landlord) (Name of Tenant) By:______________________________ By:_______________________________ _____________________________ ______________________________ (Printed Name & Office in Corporation) (Printed name & Office in Corporation) _____________________________ ______________________________ (Signature of Officer) (Signature of Officer) Acknowledgments may vary by state. STATE OF _________________ COUNTY OF ________________ Personally appeared before me, the undersigned authority in and for the said county and state, on this ______ day of ________________, 20______, within my jurisdiction, the within named _________________ (Name of Officer) , who acknowledged that he is ____________________ (Name of Office) of ______________________________ (Name of Corporation) , a _______________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________ STATE OF __________________ COUNTY OF __________________ Personally appeared before me, the undersigned authority in and for the said county and state, on this ______ day of ______________, 20______, within my jurisdiction, the within named ____________________ (Name of Officer) , who acknowledged that he is ____________________ (Name of Office) of _________________________ (Name of Corporation) , a _____________________ (name of state) corporation, and that for and on behalf of the said corporation, and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do. ________________________________ NOTARY PUBLIC My Commission Expires: ____________________