01/06/2020 BOARD OF SELECTMEN Agenda Packet

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from replacement tenants over the Rent due hereunder shall belong to Landlord); (c)Landlord may perform any act or pay any sum, the nonperformance or nonpay-nient of which is or would be an Event of Default,and Tenant shall reimburse Landlord upon demand for any cost or expense incurred by Landlord in performing such act or paying Such sum. Exercise of any of the foregoing remedies shall not prevent the concurrent or subsequent exercise of any other remedy provided for herein or otherwise available to Landlord at law or in equity. In any action to enforce any provision of this Lease, Landlord shall be entitled.to recover all costs and expenses, including reasonable attorneys' fees, incurred in connection with such action. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of sin-render of the Prenuses by Tenant, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. For the purposes of this Section, it shall be deemed that Percentage Rent, for any period after any such default and entry by Landlord,would have been at a monthly rate thereafter equal to the average monthly Percentage Rent which Tennant was obligated to pay to Landlord under this Lease either: (i) from the conunencennent hereof to the date of such default; or(ii) during the last three(3) years prior to the date of such default,whichever is the greater. Section 10.3. Landlord's Event of Default. Landlord shall not be in an"event of default"in the performance of any of Landlord's obligations hereunder unless and until Landlord shall have failed to perform such obligations within sixty (60) days (or such additional time as is reasonably required to correct any such failure to perform) after written notice by Tenant to Landlord properly specifying wherein Landlord has failed to perfonu any such obligation. In no event whatsoever shall any such failure to perfornn or `event of default" of Landlord entitle Tenant to terminate this Lease, or set off or withhold Rent, it being understood and agreed that the covenants of Tenant and Landlord are independent of one another, notwithstanding any caselaw to the contrary, and therefore Tenant's sole and exclusive remedy shall be to bring a suit for money damages against Landlord. Section 11. Subordination. Tenant hereby agrees that this Lease and all of Tenant's right,title and interest:hereunder shall be subject, subordinate and hiferior to the lien of any and all mortgages of the Prenuses now on or hereafter to be placed on the Premises,and to any and all tennn.s and conditions thereof, provided that any such mortgagee agrees that so long as Tenant is not in default under this Lease it will not disturb the possession of Tenant under the Lease upon any foreclosure or acceptance of a deed in lieu of foreclosure and that this Lease will survive any exercise of remedies under the inortgage by the mortgagee which might otherwise ter unate, cutoff or modify this Lease. The subordination of this Lease to any such mortgage shall be automatic and self-operative,and no special instrument of subordination shall be necessary., without linzitulg the foregoing, if Landlord requests that Tenant execute any document evi.dencinig such subordination then Tenant shall do so within twenty-one (21) days of such request provided that such document includes conunercially reasonable nondisturbance terms, and any breach of such obligation shall be an automatic:Event of Default hereunder. Tenant agrees that upon request by Landlord, it will execute such amendments to this Lease as Landlord's lender may reasonably require, provided hereunder no change shall be made to the Pernutted Use,Rent,the Term of the Lease,Tenant's Pro-rata Share or description of Prenuses, Section 12. Security Deposit. Landlord nuy, from tin ie to time and without prejudice to any other remedy, use all or a part of the Security Deposit to perfonn any obligation.Tenant fails to perform hereunder. Inn such event, Tenant shall replenish the full axnnount of the Security Deposit upon demand. If Landlord transfers the Security Deposit to Landlord's successor ill interest hereunder,them Landlord thereafter shall have no further liability for the return of the Security Deposit. The Security Deposit shall be retuimed to Tenant thirty(30) days after the date Tenant has vacated the Premmises and surrendered possession thereof to Landlord at the expiration of the Term or any extension thereof as provided herein and has paid Landlord all sums due and owing under this Lease. Tenant shall not be entitled to any interest on the Secmity Deposit. Section 13. No Waiver. Failure on the part of Landlord to complain of any action or non-action on the part of Tenant, no matter how long the same may continue, shall never be deemed to be a waiver by OCT � 10