Common use of Shared Facilities Clause in Contracts

Shared Facilities. The Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a "Burdened Owner") shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the "Benefitted Owners"), of a pro rata share of the total annual costs of maintenance, and operation (collectively, "Operating Costs") of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a "Shared Facility") incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and all systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and paint as applicable), and (xi) a management fee not to exceed 5% of the total of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or monthly in advance (in which case each Benefitted Owner shall pay to the Burdened Owner, on or before the first day of each calendar month, 1/12th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the last received annual statement), and, with said payment for the first month after an annual statement is received, an additional amount equal to the excess of (i) the above-stated pro rata share of the total amount shown on said statement, over (ii) the total amount actually paid during each month covered thereby, provided that in the event said pro rata share is less than said total actually paid, the Benefitted Owner shall be entitled to a credit against future monthly payments in the amount of the difference). For purposes of this Section 8(c), pro rata cost sharing between the Owners of the Benefitted Parcels shall be determined on the basis of the ratio of the total area of the contributing Owner's Parcel(s) to the total area of the Land.

Shared Facilities. The Owners (a) It is acknowledged that the Retained Premises is in part located in buildings and improvements which also contain the Vacated Premises, and that Tenant has granted to Landlord certain cross-usage rights under Section 25.25 of the Parcel burdened Lease (the exterior and structural elements of said buildings and improvements and the railroad tracks, roadways and other areas affected by said cross-usage rights being herein collectively, the Recreational “Shared Facilities”). Notwithstanding any other provisions of this Lease, Tenant shall perform the following obligations for the entirety of the Shared Facilities Easement as if the entirety thereof were part of the Leased Premises: maintenance pursuant to Article 9 and Section 25.25 of each Parcel upon the Lease, all pursuant to the terms and conditions of the Lease as if all of the Shared Facilities were part of the Leased Premises, but recognizing that Tenant shall have no responsibility or obligation with respect to the interior of any improvements which are part of the Vacated Premises. (b) In consideration of the performance of its obligations under clause (a) of this Section 25.26, during such time as the Vacated Space (or any Campus Identification Sign is located (each a "Burdened Owner"part thereof) shall be entitled leased to reimbursement from each Owner an Other Tenant or Tenants (but only during such times), Landlord shall reimburse Tenant for Landlord’s Proportionate Share (as hereafter defined) of each Parcel benefitted all actual costs incurred by such Easement or Tenant in the Owner performance of each other Parcel said obligations with respect to the service Shared Facilities (the “Shared Facilities Costs”). Shared Facilities Costs shall include, without limitation, ordinary and capital costs for labor and materials, equipment costs, utility charges, costs of which such Campus Identification Sign is dedicated security, janitorial services, landscaping and pest control and management and accounting fees and all other costs related thereto. Landlord’s Proportionate Share shall be forty percent (as applicable, 40%) times the "Benefitted Owners"), of a pro rata share percentage of the total annual costs of maintenance, and operation (collectively, "Operating Costs") of the improvements within the Recreational Facilities Easement area Vacated Premises that is leased to an Other Tenant or said Campus Identification Sign (each, as applicable, a "Shared Facility") incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and all systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and paint as applicable), and (xi) a management fee not to exceed 5% of the total of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may Tenants from time to time change such electionand shall be equitably adjusted if the square footage of floor space in the Vacated Premises or Retained Premises shall be increased or decreased from time to time. For example, if fifty percent of the Vacated Premises is leased to an Other Tenant, then the Landlord’s Proportionate Share shall be twenty percent (20%) (i.e. forty percent (40%) times fifty percent (50%)). (c) Subject to the terms of Section 25.26(b), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or monthly in advance (in which case each Benefitted Owner Landlord shall pay to the Burdened Owner, on or before the first day of each calendar month, 1/12th Tenant Landlord’s Proportionate Share of the total amount shown Shared Facilities Costs as and when billed by Tenant (but no more often than monthly), such payments to be made within thirty (30) days after Tenant submits to Landlord a statement therefor from time to time. Landlord shall cause Other Tenants to prepay to Landlord three months of Shared Facilities Costs in order to insure prompt payment thereof. (d) Landlord may examine Tenant’s books and records relative to the Shared Facilities Costs from time to time. Any request for examination must be made by written notice from Landlord to Tenant from time to time, but not more than twice in any calendar year. Tenant’s books and records pertaining to the immediately preceding twelve (12) full calendar months shall be made available to Landlord for inspection at the Leased Premises within thirty (30) days after Tenant receives Landlord’s written notice. If Landlord fails to take written exception to any item of Shared Facilities Costs disclosed in such inspection within sixty (60) days after such inspection, or any item of Shared Facilities Costs reflected in a statement submitted by Tenant within twenty-four (24) months after submission of such statement, Landlord shall be deemed to have accepted such statement and all such items and waived any further audit right with respect thereto. If Landlord takes written exception to an item of Shared Facilities Costs within the applicable period and such exception is not resolved by Tenant and Landlord within twenty (20) days after Landlord’s notice taking exception, Tenant shall submit the dispute to an independent certified public accounting firm selected by Tenant and Landlord. If Landlord and Tenant are unable to agree on an annual budget independent certified public accounting firm, Landlord may select one of the five (5) largest national certified public accounting firms for the period including such month provided by said Burdened Owner purpose. Within sixty (or, in the absence of such a budget60) days following its selection, the last received annual selected accounting firm shall prepare and submit to Tenant and Landlord a certificate as to whether the exception is proper and the amount owed by or to Tenant, which determination shall be final and conclusive. If it is found that Landlord has overpaid any amount required hereunder, Tenant shall refund such overpayment to Landlord within thirty (30) days thereafter. If it is determined that the amount of Shared Facilities Costs or Landlord’s Proportionate Share thereof, as set forth in any statement), andexceeded the amount which Landlord was obligated to pay in respect thereof, with said payment for the first month after an annual statement is received, an additional amount equal to the excess of (i) the above-stated pro rata share by three percent (3%) or more, Tenant shall bear all costs of the total amount shown on said statementLandlord’s accountant or other reviewing entity and of such certification, over and (ii) the total amount actually paid during each month covered thereby, provided that in the event said pro rata share is by less than said total actually paid, the Benefitted Owner shall be entitled to a credit against future monthly payments in the amount of the difference). For purposes of this Section 8(cthree percent (3%), pro rata cost sharing between the Owners Landlord shall bear all costs of the Benefitted Parcels shall be determined on the basis of the ratio of the total area of the contributing Owner's Parcel(s) to the total area of the LandLandlord’s accountant or other reviewing entity and such certification.

Shared Facilities. The Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a "“Burdened Owner"”) shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the "“Benefitted Owners"”), of a pro rata share of the total annual costs of maintenance, and operation (collectively, "“Operating Costs"”) of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a "“Shared Facility"”) incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and all systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and paint as applicable), and (xi) a management fee not to exceed 5% of the total of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or monthly in advance (in which case each Benefitted Owner shall pay to the Burdened Owner, on or before the first day of each calendar month, 1/12th 1/2th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the last received annual statement), and, with said payment for the first month after an annual statement is received, an additional amount equal to the excess of (i) the above-stated pro rata share of the total amount shown on said statement, over (ii) the total amount actually paid during each month covered thereby, provided that in the event said pro rata share is less than said total actually paid, the Benefitted Owner shall be entitled to a credit against future monthly payments in the amount of the difference). For purposes of this Section 8(c), pro rata cost sharing between the Owners of the Benefitted Parcels shall be determined on the basis of the ratio of the total area of the contributing Owner's ’s Parcel(s) to the total area of the Land.

Shared Facilities. The Owners of the Parcel burdened by the Recreational Facilities Easement and of each Parcel upon which any Campus Identification Sign is located (each a "“Burdened Owner"”) shall be entitled to reimbursement from each Owner of each Parcel benefitted by such Easement or the Owner of each other Parcel to the service of which such Campus Identification Sign is dedicated (as applicable, the "“Benefitted Owners"”), of a pro rata share of the total annual costs of maintenance, and operation (collectively, "“Operating Costs"”) of the improvements within the Recreational Facilities Easement area or said Campus Identification Sign (each, as applicable, a "“Shared Facility"”) incurred by the Burdened Owner. Each Owner affirms its intention that Operating Costs of such Shared Facilities should be construed inclusively and, for avoidance of doubt but without limiting the generality of the preceding sentence, include costs of (v) insurance, (vi) utility service, (vii) cleaning, (viii) painting or restriping, (ix) maintenance (including preventative maintenance), repair, refurbishment and/or replacement of such improvements and all systems serving it (including lighting), (x) consumables (including light bulbs, cleaning supplies, and paint as applicable), and (xi) a management fee not to exceed 5% of the total of all other Operating Costs hereunder. Costs incurred in relation to or for the benefit of portions of the Land or improvements other than a Shared Facility as well as such Shared Facility (including taxes or insurance for the burdened Parcel) shall be allocated to Operating Costs of such Shared Facility on a pro rata or other reasonable basis, provided that Operating Costs shall in no case include management and overhead costs other than as may be included in the management fee provided for above. The Burdened Owner shall, within a reasonable period of time after the end of its fiscal year, submit to the Benefitted Owners an annual statement including a detailed account of Operating Costs incurred over the preceding 12-month period. The Burdened Owner may elect, in its sole discretion (and may from time to time change such election), to obtain reimbursement either annually in arrears (in which case said invoice for the above-stated pro rata share of the total amount shown on the annual statement shall be due and payable when received by each benefitted Owner) or monthly in advance (in which case each Benefitted Owner shall pay to the Burdened Owner, on or before the first day of each calendar month, 1/12th of the total amount shown on an annual budget for the period including such month provided by said Burdened Owner (or, in the absence of such a budget, the last received annual statement), and, with said payment for the first month after an annual statement is received, an additional amount equal to the excess of (i) the above-stated pro rata share of the total amount shown on said statement, over (ii) the total amount actually paid during each month covered thereby, provided that in the event said pro rata share is less than said total actually paid, the Benefitted Owner shall be entitled to a credit against future monthly payments in the amount of the difference). For purposes of this Section 8(c), pro rata cost sharing between the Owners of the Benefitted Parcels shall be determined on the basis of the ratio of the total area of the contributing Owner's ’s Parcel(s) to the total area of the Land.