Lease Termination Conditions

In regards to the lease above, if the tenant wants to terminate their lease are they allowed or will there be any penalties?

"FRANCHISOR LEASE ADDENDUM ADDENDUM TO LEASE AGREEMENT This Addendum to Lease Agreement (“Addendum”) and the provisions hereof are hereby incorporated into that certain Lease Agreement to which this Addendum is attached (the “Lease”) between RF RETAIL LLC, a Delaware limited liability company (“Landlord”), as lessor, and ULTIMATE HEALTH EXPERIENCE LLC, a North Carolina limited liability company (“Tenant”), as lessee, with respect to certain premises known as * Sandy Rock Place, Suite F, Charlotte, North Carolina, as more particularly described in the Lease (the “Premises”), and the provisions hereof shall be cumulative with those set forth in the Lease, but to the extent of any conflict between any provisions of this Addendum and the provisions of the Lease, this Addendum shall govern and control. *. Acknowledgment of Franchise. Landlord acknowledges that Tenant is a franchisee of NuSpine Franchise Systems, Inc., a Nebraska corporation (“Franchisor”), and that Tenant intends to operate a “NuSpine Chiropractic” clinic at the Premises pursuant to a franchise agreement (“Franchise Agreement”) between Tenant and Franchisor. *. Franchisor’s Right to Cure Defaults. Landlord agrees to provide Franchisor with copies of any notices of default sent to Tenant pertaining to the Lease and the Premises at the same time that such notices are sent to Tenant. Following Franchisor’s receipt of any such notice of default, Franchisor shall have the right (but not the obligation) to cure Tenant’s default under the Lease within the same period of time specified in the Lease for Tenant to cure such default. Any cure by Franchisor shall not be deemed to be an election to assume the terms, covenants, obligations and conditions of the Lease. *. Franchisor’s Assumption of Lease. a. As used herein, the term “Assumption Event” shall mean either of the following events: (i) Tenant defaults under the Lease and Franchisor cures such default and all other then-existing defaults by Tenant under the Lease, in each case to the extent such cure is effectuated during the applicable cure period(s) described in Section * of this Addendum, and (ii) the Franchise Agreement is terminated by Franchisor due to a default by Tenant thereunder. b. Tenant hereby acknowledges and agrees, and Tenant hereby instructs Landlord, and Landlord acknowledges and agrees to such instruction, that if an Assumption Event occurs and within six (*) months after the occurrence of an Assumption Event, Franchisor (i) delivers written notice to Landlord that an Assumption Event has occurred (which written notice shall include a reasonable explanation of the applicable Assumption Event), (ii) delivers to Landlord a written assumption of all obligations and liabilities of Tenant under the Lease, in a form and of a substance reasonably acceptable to Landlord, (iii) delivers written notice to Landlord that Franchisor has taken an assignment of the Lease from Tenant, and (iv) delivers evidence to Landlord reasonably satisfactory to Landlord showing that the tangible net worth of Franchisor is at least equal to the Net Worth Threshold (defined below), then (*) Landlord may, without further investigation, rely on such written notice(s) and written assumption as if it was delivered by Tenant, (*) such notice(s) and written assumption shall have the same force and effect as an assignment and assumption agreement executed between Tenant, as assignor, and Franchisor, 166789157_3 L-* as assignee, and (*) if Landlord timely receives the documents referenced above in this paragraph, Landlord will recognize Franchisor as the “Tenant” under the Lease. c. Landlord shall have no obligation to determine whether the Franchise Agreement has been terminated or to determine which party (between Tenant and Franchisor) has effectuated the cure of any particular default by Tenant under the Lease; and instead, Landlord may rely on any notice of such termination and/or cure provided by Franchisor without any duty to investigate the reason therefor or veracity thereof. d. Notwithstanding anything to the contrary contained herein, Franchisor shall have no right to effectuate an assignment of the Lease to Franchisor or to assume the rights and obligations of the “Tenant” under the Lease pursuant to the terms of this Section * at any time in which there is a default by the “Tenant” under the Lease; and instead, Landlord shall have the right to pursue all rights and remedies available to the Landlord under the Lease, at law or in equity in the event of a default by the “Tenant” under the Lease beyond the expiration of applicable notice and cure periods, without the necessity to afford Franchisor any additional time to cure any such default before pursuing such remedies or exercising such rights. Except as otherwise expressly set forth herein, any assignment of the Lease shall be subject to, and performed in accordance with, the terms of the Lease related thereto. Notwithstanding anything to the contrary contained in this Addendum, in no event shall Tenant or Franchisor have any right to use the Premises or any use other than the Permitted Use (as defined in the Lease). As used herein, the term “Net Worth Threshold” shall mean an amount equal to the combined tangible net worth of (x) Tenant as of the date of the Lease or as of the date immediately prior to Tenant’s assignment of the Lease to Franchisor, whichever is greater, and (y) Guarantor (as defined in the Lease) as of the date of the Lease or as of the date immediately prior to Tenant’s assignment of the Lease to Franchisor, whichever is greater. *. Further Assignment by Franchisor. If Franchisor elects to assume the obligations of the “Tenant” under the Lease pursuant to Section * of this Addendum, then Franchisor (as the “Tenant” under the Lease) shall have the right to assign the interest of the “Tenant” under the Lease to a bona fide franchisee of Franchisor and the NuSpine Chiropractic system (a “Permitted Franchisee”) provided that Franchisor obtains Landlord’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed so long as (a) at the time of any such assignment, a bona fide franchise agreement exists between such Permitted Franchisee and Franchisor, and Franchisor has authorized such Permitted Franchisee to operate a NuSpine Chiropractic clinic at the Premises (as reasonably evidenced to Landlord); (b) such Permitted Franchisee has a tangible net worth immediately prior to such assignment at least equal to the Net Worth Threshold; (c) such Permitted Franchisee agrees in writing to use the Premises only for the Permitted Use. Any such assignment to a Permitted Franchisee shall be effectuated pursuant to a written agreement in a form and of a substance reasonably acceptable to Landlord. In the event Franchisor assigns the Lease to a Permitted Franchisee pursuant to the terms of this Section *, Franchisor shall be released from all liability under the Lease accruing after the date of such assignment, but neither Tenant nor any other franchisee or previous “Tenant” under the Lease shall be afforded such release unless otherwise agreed by Landlord in its sole discretion. *. Franchisor’s Right to Enter. After the expiration or earlier termination of the Lease, Franchisor shall have the right for a period of ten (*) days after such expiration or termination to enter the Premises to remove Tenant’s signage and other personal property installed by or on behalf of Tenant to the extent necessary to protect the NuSpine Chiropractic system and marks, so long as Franchisor, as its sole expense, 166789157_3 L-* promptly repairs, any damage caused by such removal. Landlord shall not be responsible for any expenses or damages arising from any such action by Franchisor. *. Release by Tenant. Tenant hereby releases, acquits and discharges Franchisor and Landlord, and their respective subsidiaries, affiliates, successors and assigns and the officers, directors, shareholders, partners, employees, agents and representatives of each of them, from any and all claims, demands, accounts, actions and causes of action, known or unknown, vested or contingent, which any of them may have, ever had, now has, or may hereafter have by reason of any event, transaction or circumstance arising out of or relating to the exercise of their respective rights pursuant to this Addendum. *. Notices. Notices sent pursuant to this Addendum shall be sent in the manner set forth in the Lease, and delivery of such notices shall be effective as of the times provided for in the Lease. For purposes of notice under this Addendum, the Franchisor’s mailing address shall be: * North Hayden Road, Suite *, Scottsdale, AZ *, Attention: Franchise Leasing, which address may be changed by written notice to Landlord in the manner provided in the Lease. *. Miscellaneous. This Addendum is to be governed by and interpreted under the laws of the State where the Premises is located. This Addendum may be executed in multiple counterparts, each of which is deemed an original, and all of which when taken together shall constitute one and the same instrument. If any provision of this Addendum is for any reason held to be invalid, illegal, or unenforceable, the invalidity, illegality, or unenforceability will not affect any other provision of this Addendum, and this Addendum will be interpreted and construed as if the invalid, illegal, or unenforceable provision had not been contained in this Addendum. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Lease. No amendment to this Addendum will be valid unless made in writing and signed by the parties hereto. *. Binding Effect. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. *. Authority of Tenant. Tenant hereby represents and warrants to Landlord that Tenant has obtained all consents and approvals required by the Franchise Agreement or any documents related thereto in order for Tenant to enter into the Lease and this Addendum"

Does this state any termination penalties?

what to look for in a lease agreement to figure out the termination rights if the tenant wants to pursue that?

Is the termination clause usually in the LOI

What other words to look for in lease agreement when trying to find tenant wanting to terminate early?

"In consideration of Landlord executing and entering into a Lease Agreement dated on or about the date hereof (the "Lease") with ULTIMATE HEALTH EXPERIENCE LLC, a North Carolina limited liability company ("Tenant''), for premises known as * Sandy Rock Place, Suite F, Charlotte, North Carolina and located in the shopping center commonly known as Rea Farms, as such premises is more particularly described in the Lease, the undersigned Guarantor irrevocably and unconditionally guarantees payment when due, whether by acceleration or otherwise, of the rent and other amounts due under the Lease, and in all schedules or leases now or hereafter entered into with Tenant and all the obligations and liabilities due and to become due to Landlord from Tenant under the Lease or any note or other obligation of Tenant to Landlord, together with all interest thereon and all attorneys' fees, costs and expenses of collection incurred by Landlord in enforcing any such obligations and liabilities under this Guaranty. The undersigned Guarantor specifically agrees that this Guaranty is and shall be an open and continuing guaranty and all obligations and liabilities to which it applies or may apply shall be conclusively presumed to have been created in reliance hereon and shall continue in full force and effect, notwithstanding any: (a) change in rentals or other obligations under the Lease; (b) renewals, modifications, additions or extensions thereto; or (c) extensions of time to perform any of the obligations thereunder. Notwithstanding anything to the contrary contained in this Guaranty, provided that no default by the Tenant under the Lease (beyond the expiration of applicable notice and cure periods), or by any Guarantor under this Guaranty, has occurred during the time period commencing on the Delivery Date (as defined in the Lease) and continuing until the fifth (5th anniversary of the Rent Commencement Date (as defined in the Lease), commencing upon the first (*• day following such fifth (5th anniversary of the Rent Commencement Date and continuing throughout the remainder of the term of the Lease (as the same may be renewed or extended), the total obligations and liabilities hereby guaranteed shall be limited to an amount equal to the sum of: (i) the amount of all Rent scheduled to be payable by Tenant under the Lease for a period of twelve (*) full months after the occurrence of any default by Tenant under the Lease or failure by Tenant to perform its obligations thereunder, plus any applicable late charges or interest fees on such amounts, to the extent chargeable pursuant to the terms of this Lease; (ii) the then-unamortized (as of the date of such default or failure) portions of the Construction Allowance and any leasing commissions paid by or incurred by Landlord in connection with the Lease, each amortized on a straight-line basis over the Lease Term (not including any possible extensions of the Lease Term pursuant to Section *.* in the Lease), with interest at the rate of ten percent (*%) per annum; and (iii) any applicable Landlord Enforcement Costs (defined below). Notwithstanding the foregoing or anything to the contrary contained herein, if, at any time during the term of the Lease, the Franchisor (as defined in the Addendum to Lease Agreement attached as Exhibit L to the Lease) (or its successors or assigns) takes an assignment of the interest of the "Tenant" under the Lease due to the occurrence of an Assumption Event (as defined in such Addendum to Lease Agreement), the foregoing limitation on the total obligations liabilities hereby guaranteed shall no longer apply; it being the intent of the undersigned that such limitation shall not exist or be applicable at any time after such an assignment due to an Assumption Event. No invalidity, irregularity or unenforceability of all or any part of the obligations and liabilities hereby guaranteed or of any security therefore shall affect, impair or be a defense to this Guaranty. This Guaranty is a primary obligation of the Guarantor. This instrument shall be deemed to have been made in the County of Mecklenburg, State of North Carolina and shall be interpreted in accordance with the laws of the State of North Carolina. As part of the consideration for Landlord's execution of the Lease, the undersigned Guarantor agrees that any and all actions or proceedings arising directly or indirectly from this Guaranty shall be litigated in courts having a situs within the State of North Carolina. This Guaranty shall bind the respective heirs, executors, administrators, successors, and assigns of each Guarantor, provided that no Guarantor may assign its obligations hereunder to any other person or entity without Landlord's prior written consent, to be given or withheld in Landlord's sole discretion. Any act of Landlord, or the successors, assigns or agent of Landlord, consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent to any manner or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing the obligations of Guarantor hereunder, and shall not be deemed to be a waiver of any other rights of Landlord under this Guaranty or the Lease, or a waiver of or consent to any future term, condition, or act hereunder or thereunder. The obligations of Guarantor hereunder shall not be released by Landlord's receipt, application or release of security given for the performance and observance of covenants and conditions in the Lease contained on Tenant's part to be performed or observed; nor by any modification of the Lease, but in case of any such modification the liability of Guarantor, shall be deemed modified in accordance with the terms of any such modification of the Lease. The liability of Guarantor hereunder shall in no way be affected by: (a) the release or discharge of Tenant in any creditors' receivership, bankruptcy or other proceedings; (b) the impairment, limitation, modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's said liability under the Lease, resulting from the operation of any present or future provision of the Federal Bankruptcy Act or other similar insolvency statutes; (c) the rejection or disaffrrmance of the Lease in any such proceedings; or (d) the assignment or transfer of the Lease by Tenant or Landlord. Until all of the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor, in compliance with the obligations of the Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) waives any rights Guarantor may otherwise have under the provisions of North Carolina General Statutes, Section *-*, et. seq. In the event Landlord incurs any expenses in the enforcement of this Guaranty, whether or not involving litigation and/or appellate, administrative or bankruptcy proceedings, the undersigned agrees to be liable for such expenses which directly relate to the enforcement of this Guaranty (including reasonable attorneys' fees and costs) (collectively, the "Landlord Enforcement Costs") and to pay the same to Landlord promptly upon Landlord's demand therefor. For the avoidance of doubt, each of the undersigned persons hereby acknowledges and agrees that the obligations of such persons hereunder shall be joint and several. "

Does any of this state termination clauses for the tenant?

Does any of the above state termination clauses for the tenant?

Does this state termination clauses? ""In consideration of Landlord executing and entering into a Lease Agreement dated on or about the date hereof (the "Lease") with ULTIMATE HEALTH EXPERIENCE LLC, a North Carolina limited liability company ("Tenant''), for premises known as * Sandy Rock Place, Suite F, Charlotte, North Carolina and located in the shopping center commonly known as Rea Farms, as such premises is more particularly described in the Lease, the undersigned Guarantor irrevocably and unconditionally guarantees payment when due, whether by acceleration or otherwise, of the rent and other amounts due under the Lease, and in all schedules or leases now or hereafter entered into with Tenant and all the obligations and liabilities due and to become due to Landlord from Tenant under the Lease or any note or other obligation of Tenant to Landlord, together with all interest thereon and all attorneys' fees, costs and expenses of collection incurred by Landlord in enforcing any such obligations and liabilities under this Guaranty. The undersigned Guarantor specifically agrees that this Guaranty is and shall be an open and continuing guaranty and all obligations and liabilities to which it applies or may apply shall be conclusively presumed to have been created in reliance hereon and shall continue in full force and effect, notwithstanding any: (a) change in rentals or other obligations under the Lease; (b) renewals, modifications, additions or extensions thereto; or (c) extensions of time to perform any of the obligations thereunder. Notwithstanding anything to the contrary contained in this Guaranty, provided that no default by the Tenant under the Lease (beyond the expiration of applicable notice and cure periods), or by any Guarantor under this Guaranty, has occurred during the time period commencing on the Delivery Date (as defined in the Lease) and continuing until the fifth (5th anniversary of the Rent Commencement Date (as defined in the Lease), commencing upon the first (*• day following such fifth (5th anniversary of the Rent Commencement Date and continuing throughout the remainder of the term of the Lease (as the same may be renewed or extended), the total obligations and liabilities hereby guaranteed shall be limited to an amount equal to the sum of: (i) the amount of all Rent scheduled to be payable by Tenant under the Lease for a period of twelve (*) full months after the occurrence of any default by Tenant under the Lease or failure by Tenant to perform its obligations thereunder, plus any applicable late charges or interest fees on such amounts, to the extent chargeable pursuant to the terms of this Lease; (ii) the then-unamortized (as of the date of such default or failure) portions of the Construction Allowance and any leasing commissions paid by or incurred by Landlord in connection with the Lease, each amortized on a straight-line basis over the Lease Term (not including any possible extensions of the Lease Term pursuant to Section *.* in the Lease), with interest at the rate of ten percent (*%) per annum; and (iii) any applicable Landlord Enforcement Costs (defined below). Notwithstanding the foregoing or anything to the contrary contained herein, if, at any time during the term of the Lease, the Franchisor (as defined in the Addendum to Lease Agreement attached as Exhibit L to the Lease) (or its successors or assigns) takes an assignment of the interest of the "Tenant" under the Lease due to the occurrence of an Assumption Event (as defined in such Addendum to Lease Agreement), the foregoing limitation on the total obligations liabilities hereby guaranteed shall no longer apply; it being the intent of the undersigned that such limitation shall not exist or be applicable at any time after such an assignment due to an Assumption Event. No invalidity, irregularity or unenforceability of all or any part of the obligations and liabilities hereby guaranteed or of any security therefore shall affect, impair or be a defense to this Guaranty. This Guaranty is a primary obligation of the Guarantor. This instrument shall be deemed to have been made in the County of Mecklenburg, State of North Carolina and shall be interpreted in accordance with the laws of the State of North Carolina. As part of the consideration for Landlord's execution of the Lease, the undersigned Guarantor agrees that any and all actions or proceedings arising directly or indirectly from this Guaranty shall be litigated in courts having a situs within the State of North Carolina. This Guaranty shall bind the respective heirs, executors, administrators, successors, and assigns of each Guarantor, provided that no Guarantor may assign its obligations hereunder to any other person or entity without Landlord's prior written consent, to be given or withheld in Landlord's sole discretion. Any act of Landlord, or the successors, assigns or agent of Landlord, consisting of a waiver of any of the terms or conditions of the Lease, or the giving of any consent to any manner or thing relating to the Lease, or the granting of any indulgences or extensions of time to Tenant, may be done without notice to Guarantor and without releasing the obligations of Guarantor hereunder, and shall not be deemed to be a waiver of any other rights of Landlord under this Guaranty or the Lease, or a waiver of or consent to any future term, condition, or act hereunder or thereunder. The obligations of Guarantor hereunder shall not be released by Landlord's receipt, application or release of security given for the performance and observance of covenants and conditions in the Lease contained on Tenant's part to be performed or observed; nor by any modification of the Lease, but in case of any such modification the liability of Guarantor, shall be deemed modified in accordance with the terms of any such modification of the Lease. The liability of Guarantor hereunder shall in no way be affected by: (a) the release or discharge of Tenant in any creditors' receivership, bankruptcy or other proceedings; (b) the impairment, limitation, modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant's said liability under the Lease, resulting from the operation of any present or future provision of the Federal Bankruptcy Act or other similar insolvency statutes; (c) the rejection or disaffrrmance of the Lease in any such proceedings; or (d) the assignment or transfer of the Lease by Tenant or Landlord. Until all of the covenants and conditions in the Lease on Tenant's part to be performed and observed are fully performed and observed, Guarantor: (a) shall have no right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor, in compliance with the obligations of the Guarantor hereunder; (b) waives any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) waives any rights Guarantor may otherwise have under the provisions of North Carolina General Statutes, Section *-*, et. seq. In the event Landlord incurs any expenses in the enforcement of this Guaranty, whether or not involving litigation and/or appellate, administrative or bankruptcy proceedings, the undersigned agrees to be liable for such expenses which directly relate to the enforcement of this Guaranty (including reasonable attorneys' fees and costs) (collectively, the "Landlord Enforcement Costs") and to pay the same to Landlord promptly upon Landlord's demand therefor. For the avoidance of doubt, each of the undersigned persons hereby acknowledges and agrees that the obligations of such persons hereunder shall be joint and several. ""