Reso 2013-2139 - Laserfiche WebLink

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connection with this Sublease, including but not limited to any applicable ad valorem, sales, and excise taxes. 4.5 Sublessor's Lien. To secure the payment of all rent due and to become due hereunder and the faithful performance of this Sublease by Subtenant, Subtenant hereby gives to Landlord an express first and prior contractual lien and security interest on all property now or hereafter acquired (including fixtures, equipment, chattels, and merchandise) which may be placed in the Sublease Premises and also upon all proceeds of any insurance which may accrue to Subtenant or Landlord by reason of destruction of or damage to any such property. Such property shall not be removed from the Sublease Premises without the prior written consent of Landlord until all arrearages in rental and other sums of money then due to Landlord hereunder shall first have been paid. All exemption laws are hereby waived in favor of said lien and security interest. This lien and security interest is given in addition to Landlord's statutory lien and shall be cumulative thereto. Landlord shall, in addition to all of its rights hereunder, also have all of the rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Florida (the "UCC") and Subtenant hereby authorizes Sublessor to file one or more financing statements thereunder. To the extent permitted by law, this Sublease shall constitute a security agreement under Article 9 of the UCC. 5. Right To Examine Books; Audit. Notwithstanding the acceptance by Sublessor or Landlord of payments of Percentage Rent, as hereinafter defined, Sublessor and Landlord shall have the right to Percentage Rents, respectively, and the right to examine, make extracts from and copy, at the Sublease Premises or (at the option of Sublessor) at the corporate headquarters office of Subtenant in the United States, Subtenant's and all concessionaires' books, source documents, accounts, records and sales tax reports filed with applicable government agencies in order to verify the amount of Gross Sales in and from the Sublease Premises. Subtenant shall make all such documents and records available at the Sublease Premises (or at Subtenant's corporate headquarters, if elected by Sublessor) upon five (5) days' prior written notice from Sublessor or Landlord, as the case may be. 5.1 At its option, Sublessor or Landlord may at any time, upon ten (10) days' prior written notice to Subtenant, arrange for an auditor selected by Sublessor or Landlord to conduct a complete audit (including a physical inventory) of the entire records and operations of Subtenant, including those in connection with any concessionaire concerning business transacted upon or includable in Gross Sales from the Sublease Premises during the period covered by any statement issued by Subtenant. Subtenant shall make available to Sublessor or Landlord's auditor at the Sublease Premises (or at Subtenant's corporate headquarters, if elected by Sublessor or Landlord) within ten (10) days following Sublessor or Landlord's notice requiring such audit, all of the books, source documents, accounts and records referred to in Sections 5 and 33 of this Sublease and any other materials which such auditor deems necessary or desirable for the purpose of making such audit. Subtenant shall promptly pay to Sublessor or Landlord the amount of any deficiency in percentage rent payments respectively, disclosed by any such audit. If such audit shall disclose that Subtenant's statement of Gross Sales is at variance to the extent of three percent (3%) or more, Sublessor or Landlord, as the case may be, may bill to Subtenant the amount of any deficiency and 4