Agmt 2006 Mercy Housing California XXXIII (4)

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3.2 Additional Rent. Tenant also agrees to pay as rent all sums, Impositions (as defined in Section 4.1 below), costs, expenses, and other payments which Tenant in any of the provisions of this Lease assumes or agrees to pay ("Additional Rent"). If Tenant fails to pay timely any Additional Rent, Landlord shall have (in addition to all other rights and remedies) all the rights and remedies provided for herein or by law in the case of non-payment of rent, subject to the terms and conditions of this Lease. 3.3 Payment of Rent. The Base Rent payable pursuant to Section 3.1 and Additional Rent shall be collectively referred to as "Rent" under this Lease. All Rent shall be paid to Landlord in lawful money ofthe United States at the place to which notices are to be delivered to Landlord, unless Landlord designates a different address for the payment of Rent in writing to Tenant. Rent shall payable commencing on June 1 of the year following issuance of the final certificate of occupancy for the Project and on the first day of each June during the term hereof. 3.4 Extension of Affordabilitv Restrictions. For so long as the Project is subject to the affordability requirements set forth in the Regulatory Agreement, as such Regulatory Agreement may be extended pursuant to this Section 3.4, Rent shall be calculated pursuant to Section 3 .1. No later than 90 days prior to the expiration ofthe term of the Regulatory Agreement, Tenant shall provide written notice to Landlord informing Landlord of whether or not Tenant desires to extend the term ofthe Regulatory Agreement. If Tenant elects to extend the term of the Regulatory Agreement, Tenant and Landlord shall execute an amendment to this Lease which shall (i) set forth the term of the Regulatory Agreement as extended, (ii) state that the Rent payable hereunder shall continue to be calculated pursuant to Section 3.1 through the expiration of the Term of the Regulatory Agreement, and (iii) execute an amendment to the Regulatory Agreement setting forth the new term of the affordability requirements. If Tenant elects not to extend the term of the Regulatory Agreement, then commencing upon the date that the Regulatory Agreement expires, annual Rent shall be equal to Ten Percent (10%) ofthe appraised fair market value of the Property, taking into account projected cash flow based upon unrestricted market-rate rents. Landlord and Tenant agree to negotiate in good faith to establish the amount of such Rent taking into consideration market conditions and projected Project cash flow. 3.5 Rent Based on Surplus Cash. For the purpose of calculating Rent pursuant to clause (ii) of Section 3.1, the following definitions and procedures shall apply: 3.5.1 No later than June 10f each year during the term hereof beginning on June 1 of the year following issuance of a final certificate of occupancy for the Project, Tenant shall provide to Agency Tenant's calculation of Surplus Cash for the previous calendar year, accompanied by such supporting documentation as Agency may reasonably request, including without limitation, an independent audit prepared for the Project by a certified public accountant. No later than December 10f each year during the Term beginning on December 1 of the year following issuance ofthe final certificate of occupancy for the Project, Tenant shall provide to Agency a projected budget for the following calendar year which shall include an estimate of Surplus Cash. 3.5.1.1 "Surplus Cash" shall mean for each calendar year during the term hereof, 833368-4 4