Certain Terms and Conditions of the KDC SGP. 7 and 8 MLA
3.10.1 The term of the KDC SGP 7 and 8 MLA is ten (10) years commencing from the Completion Date.
3.10.2 KDCS3 is required to pay rent on a quarterly basis and such rent shall comprise the following:
(i) a total fixed rent per annum for each year as follows (the “KDC SGP 7 and 8 Fixed Rent”); and First year 11,000,000 9,200,000(1) Second year 11,330,000 11,330,000 Third year 11,669,900 11,669,900 Fourth year 12,019,997 12,019,997 Fifth year 12,380,597 12,380,597 Sixth Year 12,752,015 12,752,015 Seventh Year 13,134,575 13,134,575 Eighth Year 13,528,613 13,528,613 Ninth Year 13,934,471 13,934,471 Tenth Year 14,352,505 14,352,505
(1) The fixed rent for KDC SGP 8 is lower in the first year as Outstanding Fit-out Works are ongoing.
(ii) a total variable rent computed in respect of each financial year (the “KDC SGP 7 and 8 Variable Rent”), based on an amount equivalent to 99.0% of the KDC SGP 7 and 8 EBITDA Amount (as defined herein) (or such larger amount as the parties may agree in writing).
3.10.3 The “KDC SGP 7 and 8 EBITDA Amount” for each financial year will be computed based on the following:
(i) the aggregate of the following payable by customers and received by KDCS3 but excluding certain taxes and governmental charges:
(a) all income, including colocation revenues and work space revenues (whether in the form of recurring or non-recurring/one time charges or otherwise);
(b) ad hoc revenues (being revenues derived from ad hoc services provided to the customers in relation to KDC SGP 7 and KDC SGP 8);
(c) the power service charges; and
(d) the charges for the provision by KDCS3 of additional services; less
(ii) all the operating expenses incurred by KDCS3 in the maintenance, management, operation and marketing of KDC SGP 7 and KDC SGP 8 as well as the provision of total turnkey facility management services in respect of KDC SGP 7 and KDC SGP 8; less
(iii) the KDC SGP 7 and 8 Fixed Rent.
3.10.4 The quantum of the KDC SGP 7 and 8 Variable Rent will be adjusted after the end of each financial year based on the agreed computation of the KDC SGP 7 and 8 Variable Rent based on the KDC SGP 7 and 8 EBITDA Amount for that financial year or (in the event that KDCS3 does not agree with Memphis 1’s computation of the KDC SGP 7 and 8 Variable Rent based on the KDC SGP 7 and 8 EBITDA Amount for that financial year and such dispute fails to be resolved) a jointly- appointed expert’s determination on the KDC SGP 7 and 8 EBITDA Amount for that financial year.
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