Common use of Installment Expenses Clause in Contracts

Installment Expenses. (a) Subject to the further provisions of this Section 4.5, from and after the Commencement Date, on each Payment Date for each individual Demised Premises, Tenant shall deposit with Landlord an amount equal to one-twelfth (1/12th) of the sum of the reasonable estimate of Landlord of annual Impositions, Operating Expenses, CAM Expenses, Property Document CAM Expenses, Landlord’s Insurance Costs and all other recurrent Property Charges (each an “Installment Expense”, and collectively, “Installment Expenses”) with respect to such individual Demised Premises, and in light of Tenant’s Proportionate Share, as determined from time to time based on (i) reasonably available information existing as at the Commencement Date, with respect to the first Lease Year, and (ii) thereafter, the prior Lease Year’s estimates (as adjusted for facts or circumstances known to Landlord and/or Tenant). Landlord will apply the amounts so deposited to the payment of Installment Expenses as the same shall become due and payable. (b) The monthly installments on account of Installment Expenses shall be payable by Tenant as follows: (i) Tenant’s Proportionate Share of all Impositions on an annual basis shall be paid to Landlord in equal monthly installments on each Payment Date in an amount based on one hundred five percent (105%) of the prior calendar year tax xxxx for all of the Demised Premises, or Landlord may elect, at its sole option, to xxxx such amounts in arrears; provided, that in the event Landlord is required under any mortgage covering the Property to escrow real estate taxes, Landlord may, but shall not be obligated to, use the amount so paid as a basis for its estimate of the monthly installments due from Tenant hereunder. Tenant shall pay initially, and until further notice by Landlord, the estimated amounts of Impositions set forth in Schedule 4.5 to the Side Letter. On an annual basis, no later than April 1 of each calendar year, Landlord shall furnish Tenant with a written statement of the actual amount of Tenant’s Proportionate Share of Impositions (“Tax Statement”) and a copy of any and all tax bills and statements received from the taxing authority which serve as a basis for the determination of Impositions and Tenant’s Proportionate Share of Impositions. In the event no tax xxxx is available, Landlord will reasonably compute the amount of such tax and provide a copy of the tax xxxx when the same becomes available. If the total amount paid by Tenant under this Section 4.5(b)(i) for any calendar year during the Lease Term, or any Renewal Term, shall be less than the actual amount due from Tenant for such year, as shown on the applicable Tax Statement, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the actual amount due, such deficiency to be paid within forty-five (45) days after Landlord’s delivery of such statement; and if the total amount paid by Tenant hereunder for any such calendar year shall exceed such actual amount due from Tenant for such calendar year, such excess shall be credited against the next installment of Impositions and assessments due from Tenant to Landlord hereunder. If the Term shall have expired and no further Impositions shall be due, Landlord shall refund difference to Tenant when Landlord sends the final Tax Statement. (ii) Landlord shall reasonably estimate by Notice to Tenant given not less than sixty (60) days in advance of each calendar year the amounts Tenant shall owe for Installment Expenses other than Impositions for any full or partial calendar year of the Term. Tenant shall pay such estimated amounts in equal monthly installments on or before each Payment Date. Tenant shall pay initially, and until further notice by Landlord, the estimated amounts of Installment Expenses other than Impositions set forth in Schedule 4.5 to the Side Letter. Within a reasonable time following such Notice of estimated Installment Expenses, the Parties shall promptly confirm in writing a revision of Schedule 4.5 applicable to the next succeeding calendar year reflecting Landlord’s reasonable estimate. (iii) Within ninety (90) days after the end of each calendar year, Landlord shall provide a statement to Tenant showing: (x) the amount of actual Installment Expenses by category of Installment Expense (i.e., Operating Expenses, CAM Expenses, etc.), for such year, with a listing of amounts for major items or categories of such Installment Expenses (“Installment Expense Statement”) (in the event no expense information is available for a particular Installment Expense, Landlord will reasonably compute the amount of such Installment Expense and provide a general ledger broken down by each individual Demised Premises and each category with which specific Installment Expenses apply and provide a copy of the Installment Expense Statement when such information becomes available), (y) any amount paid by Tenant towards Installment Expenses during such calendar year on an estimated basis, and (z) any revised estimate of Tenant’s obligations for Installment Expenses for the current calendar year (the “Statement”). (iv) If the Statement shows that Tenant’s estimated payments were less than Tenant’s actual obligations for Installment Expenses for such year, Tenant shall pay the difference. If the Statement shows an increase in Tenant’s estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the foregoing Statement is sent, within thirty (30) days of Tenant’s receipt of the Statement. (v) If the Statement shows that Tenant’s estimated payments exceeded Tenant’s actual obligations for Installment Expenses, Tenant shall receive a credit for the difference against payments of Installment Expenses next due. If the Term shall have expired and no further Rent shall be due, Landlord shall refund such difference when Landlord sends the Statement. (vi) At its option, Tenant may cause at any reasonable time, upon seven (7) days’ prior written notification to Landlord and during normal business hours in Landlord’s corporate office (but not more than once in any Lease Year), a complete review and audit to be made of Landlord’s invoices, bills and documentation justifying the Installment Expenses and Tenant’s share of these costs. Tenant agrees that no contingency fee auditor shall be employed by Tenant for the purpose of conducting any such audit. Any overpayment by Tenant revealed by such audit shall promptly be refunded by Landlord. In addition, if such an audit discloses that Tenant has been charged three percent (3%) or more in excess of the amount actually owed by Tenant, Landlord shall be responsible for and reimburse Tenant for the reasonable cost of the audit within thirty (30) days of Tenant’s demand for the same with all supporting documentation. (vii) Landlord shall adjust the amount of Tenant’s estimated payments of Installment Expenses from time to time to reflect a reduction in Tenant’s Proportionate Share promptly after any Actual Recapture Date, Actual Additional Space Termination Date, and/or other events which result in such reduction, retroactive to the date of such reduction in Tenant’s Proportionate Share, and any overpayments of Installment Expenses based on such reduction shall be credited to the next installment(s) of Installment Expenses. (viii) Notwithstanding the foregoing, prior to the Multi-Tenant Occupancy Date, Installment Expenses shall not include, and Tenant shall not make any monthly deposits for, any amounts for CAM Expenses, Utility Charges or Operating Expenses (it being understood that Tenant shall pay all such expenses directly to the party to whom they are due as and when due and the same shall constitute Property Charges). (c) On the Commencement Date, Tenant shall deposit with Landlord an amount equal to: (1) the Installment Expenses that would have been payable on the first Business Day of the calendar month in which the Commencement Date occurs had the Commencement Date occurred prior to such date, ratably reduced for the number of days in such month prior to the Commencement Date, plus (2) a portion of the reserves required on the Commencement Date under the Landlord Mortgage Documents in respect of Impositions in an amount equal to $23,064,975.69.

Installment Expenses. (a) Subject to the further provisions of this Section 4.5, from and after the Commencement Date, on each Payment Date for each individual Demised Premises, Tenant shall deposit with Landlord an amount equal to one-twelfth one‑twelfth (1/12th) of the sum of the reasonable estimate of Landlord of annual Impositions, Operating Expenses, CAM Expenses, Property Document CAM Expenses, Landlord’s Insurance Costs and all other recurrent Property Charges (each an “Installment Expense”, and collectively, “Installment Expenses”) with respect to such individual Demised Premises, and in light of Tenant’s Proportionate Share, as determined from time to time based on (i) reasonably available information existing as at the Commencement Date, with respect to the first Lease Year, and (ii) thereafter, the prior Lease Year’s estimates (as adjusted for facts or circumstances known to Landlord and/or Tenant). Landlord will apply the amounts so deposited to the payment of Installment Expenses as the same shall become due and payable. (b) The monthly installments on account of Installment Expenses shall be payable by Tenant as follows: (i) Tenant’s Proportionate Share of all Impositions on an annual basis shall be paid to Landlord in equal monthly installments on each Payment Date in an amount based on one hundred five percent (105%) of the prior calendar year tax xxxx for all of the Demised Premises, or Landlord may elect, at its sole option, to xxxx such amounts in arrears; provided, that in the event Landlord is required under any mortgage covering the Property to escrow real estate taxes, Landlord may, but shall not be obligated to, use the amount so paid as a basis for its estimate of the monthly installments due from Tenant hereunder. Tenant shall pay initially, and until further notice by Landlord, the estimated amounts of Impositions set forth in Schedule 4.5 to the Side Letter. On an annual basis, no later than April 1 of each calendar year, Landlord shall furnish Tenant with a written statement of the actual amount of Tenant’s Proportionate Share of Impositions (“Tax Statement”) and a copy of any and all tax bills and statements received from the taxing authority which serve as a basis for the determination of Impositions and Tenant’s Proportionate Share of Impositions. In the event no tax xxxx is available, Landlord will reasonably compute the amount of such tax and provide a copy of the tax xxxx when the same becomes available. If the total amount paid by Tenant under this Section 4.5(b)(i) for any calendar year during the Lease Term, or any Renewal Term, shall be less than the actual amount due from Tenant for such year, as shown on the applicable Tax Statement, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the actual amount due, such deficiency to be paid within forty-five forty‑five (45) days after Landlord’s delivery of such statement; and if the total amount paid by Tenant hereunder for any such calendar year shall exceed such actual amount due from Tenant for such calendar year, such excess shall be credited against the next installment of Impositions and assessments due from Tenant to Landlord hereunder. If the Term shall have expired and no further Impositions shall be due, Landlord shall refund difference to Tenant when Landlord sends the final Tax Statement. (ii) Landlord shall reasonably estimate by Notice to Tenant given not less than sixty (60) days in advance of each calendar year the amounts Tenant shall owe for Installment Expenses other than Impositions for any full or partial calendar year of the Term. Tenant shall pay such estimated amounts in equal monthly installments on or before each Payment Date. Tenant shall pay initially, and until further notice by Landlord, the estimated amounts of Installment Expenses other than Impositions set forth in Schedule 4.5 to the Side Letter. Within a reasonable time following such Notice of estimated Installment Expenses, the Parties shall promptly confirm in writing a revision of Schedule 4.5 applicable to the next succeeding calendar year reflecting Landlord’s reasonable estimate. (iii) Within ninety (90) days after the end of each calendar year, Landlord shall provide a statement to Tenant showing: (x) the amount of actual Installment Expenses by category of Installment Expense (i.e., Operating Expenses, CAM Expenses, etc.), for such year, with a listing of amounts for major items or categories of such Installment Expenses (“Installment Expense Statement”) (in the event no expense information is available for a particular Installment Expense, Landlord will reasonably compute the amount of such Installment Expense and provide a general ledger broken down by each individual Demised Premises and each category with which specific Installment Expenses apply and provide a copy of the Installment Expense Statement when such information becomes available), (y) any amount paid by Tenant towards Installment Expenses during such calendar year on an estimated basis, and (z) any revised estimate of Tenant’s obligations for Installment Expenses for the current calendar year (the “Statement”). (iv) If the Statement shows that Tenant’s estimated payments were less than Tenant’s actual obligations for Installment Expenses for such year, Tenant shall pay the difference. If the Statement shows an increase in Tenant’s estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the foregoing Statement is sent, within thirty (30) days of Tenant’s receipt of the Statement. (v) If the Statement shows that Tenant’s estimated payments exceeded Tenant’s actual obligations for Installment Expenses, Tenant shall receive a credit for the difference against payments of Installment Expenses next due. If the Term shall have expired and no further Rent shall be due, Landlord shall refund such difference when Landlord sends the Statement. (vi) At its option, Tenant may cause at any reasonable time, upon seven (7) days’ prior written notification to Landlord and during normal business hours in Landlord’s corporate office (but not more than once in any Lease Year), a complete review and audit to be made of Landlord’s invoices, bills and documentation justifying the Installment Expenses and Tenant’s share of these costs. Tenant agrees that no contingency fee auditor shall be employed by Tenant for the purpose of conducting any such audit. Any overpayment by Tenant revealed by such audit shall promptly be refunded by Landlord. In addition, if such an audit discloses that Tenant has been charged three percent (3%) or more in excess of the amount actually owed by Tenant, Landlord shall be responsible for and reimburse Tenant for the reasonable cost of the audit within thirty (30) days of Tenant’s demand for the same with all supporting documentation. (vii) Landlord shall adjust the amount of Tenant’s estimated payments of Installment Expenses from time to time to reflect a reduction in Tenant’s Proportionate Share promptly after any Actual Recapture Date, Actual Additional Space Recapture Termination Date, and/or other events which result in such reduction, retroactive to the date of such reduction in Tenant’s Proportionate Share, and any overpayments of Installment Expenses based on such reduction shall be credited to the next installment(s) of Installment Expenses. (viii) Notwithstanding the foregoing, prior to the Multi-Tenant Multi‑Tenant Occupancy Date, Installment Expenses shall not include, and Tenant shall not make any monthly deposits for, any amounts for CAM Expenses, Utility Charges or Operating Expenses (it being understood that Tenant shall pay all such expenses directly to the party to whom they are due as and when due and the same shall constitute Property Charges). (c) On Within three (3) Business Days of the Commencement Date, Tenant shall deposit with Landlord an amount equal to: (1) to the Installment Expenses that would have been payable on the first Business Day of the calendar month in which the Commencement Date occurs had the Commencement Date occurred prior to such date, ratably reduced for the number of days in such month prior to the Commencement Date, plus (2) a portion of the reserves required on the Commencement Date under the Landlord Mortgage Documents in respect of Impositions in an amount equal to $23,064,975.69.

Installment Expenses. (a) Subject to the further provisions of this Section 4.5, from and after the Commencement Date, on each Payment Date for each individual Demised Premises, Tenant shall deposit with Landlord an amount equal to one-twelfth (1/12th) of the sum of the reasonable estimate of Landlord of annual Impositions, Operating Expenses, CAM Expenses, Property Document CAM Expenses, Landlord’s Insurance Costs and all other recurrent Property Charges (each an “Installment Expense”, and collectively, “Installment Expenses”) with respect to such individual Demised Premises, and in light of Tenant’s Proportionate Share, as determined from time to time based on (i) reasonably available information existing as at the Commencement Date, with respect to the first Lease Year, and (ii) thereafter, the prior Lease Year’s estimates (as adjusted for facts or circumstances known to Landlord and/or Tenant). Landlord will apply the amounts so deposited to the payment of Installment Expenses as the same shall become due and payable. (b) The monthly installments on account of Installment Expenses shall be payable by Tenant as follows: (i) Tenant’s Proportionate Share of all Impositions on an annual basis shall be paid to Landlord in equal monthly installments on each Payment Date in an amount based on one hundred five percent (105%) of the prior calendar year tax xxxx for all of the Demised Premises, or Landlord may elect, at its sole option, to xxxx such amounts in arrears; provided, that in the event Landlord is required under any mortgage covering the Property to escrow real estate taxes, Landlord may, but shall not be obligated to, use the amount so paid as a basis for its estimate of the monthly installments due from Tenant hereunder. Tenant shall pay initially, and until further notice by Landlord, the estimated amounts of Impositions set forth in Schedule 4.5 to the Side Letter. On an annual basis, no later than April 1 of each calendar year, Landlord shall furnish Tenant with a written statement of the actual amount of Tenant’s Proportionate Share of Impositions (“Tax Statement”) and a copy of any and all tax bills and statements received from the taxing authority which serve as a basis for the determination of Impositions and Tenant’s Proportionate Share of Impositions. In the event no tax xxxx is available, Landlord will reasonably compute the amount of such tax and provide a copy of the tax xxxx when the same becomes available. If the total amount paid by Tenant under this Section 4.5(b)(i) for any calendar year during the Lease Term, or any Renewal Term, shall be less than the actual amount due from Tenant for such year, as shown on the applicable Tax Statement, Tenant shall pay to Landlord the difference between the amount paid by Tenant and the actual amount due, such deficiency to be paid within forty-five (45) days after Landlord’s delivery of such statement; and if the total amount paid by Tenant hereunder for any such calendar year shall exceed such actual amount due from Tenant for such calendar year, such excess shall be credited against the next installment of Impositions and assessments due from Tenant to Landlord hereunder. If the Term shall have expired and no further Impositions shall be due, Landlord shall refund difference to Tenant when Landlord sends the final Tax Statement. (ii) Landlord shall reasonably estimate by Notice to Tenant given not less than sixty (60) days in advance of each calendar year the amounts Tenant shall owe for Installment Expenses other than Impositions for any full or partial calendar year of the Term. Tenant shall pay such estimated amounts in equal monthly installments on or before each Payment Date. Tenant shall pay initially, and until further notice by Landlord, the estimated amounts of Installment Expenses other than Impositions set forth in Schedule 4.5 to the Side Letter. Within a reasonable time following such Notice of estimated Installment Expenses, the Parties shall promptly confirm in writing a revision of Schedule 4.5 applicable to the next succeeding calendar year reflecting Landlord’s reasonable estimate. (iii) Within ninety (90) days after the end of each calendar year, Landlord shall provide a statement to Tenant showing: (x) the amount of actual Installment Expenses by category of Installment Expense (i.e., Operating Expenses, CAM Expenses, etc.), for such year, with a listing of amounts for major items or categories of such Installment Expenses (“Installment Expense Statement”) (in the event no expense information is available for a particular Installment Expense, Landlord will reasonably compute the amount of such Installment Expense and provide a general ledger broken down by each individual Demised Premises and each category with which specific Installment Expenses apply and provide a copy of the Installment Expense Statement when such information becomes available), (y) any amount paid by Tenant towards Installment Expenses during such calendar year on an estimated basis, and (z) any revised estimate of Tenant’s obligations for Installment Expenses for the current calendar year (the “Statement”). (iv) If the Statement shows that Tenant’s estimated payments were less than Tenant’s actual obligations for Installment Expenses for such year, Tenant shall pay the difference. If the Statement shows an increase in Tenant’s estimated payments for the current calendar year, Tenant shall pay the difference between the new and former estimates for the period from January 1 of the current calendar year through the month in which the foregoing Statement is sent, within thirty (30) days of Tenant’s receipt of the Statement. (v) If the Statement shows that Tenant’s estimated payments exceeded Tenant’s actual obligations for Installment Expenses, Tenant shall receive a credit for the difference against payments of Installment Expenses next due. If the Term shall have expired and no further Rent shall be due, Landlord shall refund such difference when Landlord sends the Statement. (vi) At its option, Tenant may cause at any reasonable time, upon seven (7) days’ prior written notification to Landlord and during normal business hours in Landlord’s corporate office (but not more than once in any Lease Year), a complete review and audit to be made of Landlord’s invoices, bills and documentation justifying the Installment Expenses and Tenant’s share of these costs. Tenant agrees that no contingency fee auditor shall be employed by Tenant for the purpose of conducting any such audit. Any overpayment by Tenant revealed by such audit shall promptly be refunded by Landlord. In addition, if such an audit discloses that Tenant has been charged three percent (3%) or more in excess of the amount actually owed by Tenant, Landlord shall be responsible for and reimburse Tenant for the reasonable cost of the audit within thirty (30) days of Tenant’s demand for the same with all supporting documentation. (vii) Landlord shall adjust the amount of Tenant’s estimated payments of Installment Expenses from time to time to reflect a reduction in Tenant’s Proportionate Share promptly after any Actual Recapture Date, Actual Additional Space Termination Date, and/or other events which result in such reduction, retroactive to the date of such reduction in Tenant’s Proportionate Share, and any overpayments of Installment Expenses based on such reduction shall be credited to the next installment(s) of Installment Expenses. (viii) Notwithstanding the foregoing, prior to the Multi-Tenant Occupancy Date, Installment Expenses shall not include, and Tenant shall not make any monthly deposits for, any amounts for CAM Expenses, Utility Charges or Operating Expenses (it being understood that Tenant shall pay all such expenses directly to the party to whom they are due as and when due and the same shall constitute Property Charges). (c) On the Commencement Date, Tenant shall deposit with Landlord an amount equal to: (1) the Installment Expenses that would have been payable on the first Business Day of the calendar month in which the Commencement Date occurs had the Commencement Date occurred prior to such date, ratably reduced for the number of days in such month prior to the Commencement Date, plus (2) a portion of the all reserves required on the Commencement Date under the Landlord Mortgage Documents in respect of Impositions in Installment Expenses that would be for the account of Tenant hereunder, which deposit shall constitute an amount equal to $23,064,975.69advance against Installment Payments otherwise due hereunder.