Common use of Compensation and Other Payments Clause in Contracts

Compensation and Other Payments. (a) Service Recipient shall pay twenty-five million dollars ($25,000,000) to Service Provider for the Services set forth herein and on Exhibit A in equal quarterly installments for the duration of the Initial Term (the “Base Fees”). (b) Service Recipient shall also pay up to an additional maximum aggregate amount of ten million dollars ($10,000,000) (the “Lease Management Fees”) to Service Provider in connection with certain of the Services relating to the individual properties identified on Schedule A (the “Lease Management Services”). All or the applicable portion of the Lease Management Fees shall be payable as follows: (1) The Lease Management Fee allocable to a particular space at a property identified on Schedule A shall become payable upon the execution of a lease for such space that has (A) starting rents of at least ninety percent (90%) of the starting rents identified for such space on Schedule A with market annual rent increases, (B) tenant improvement costs not in excess of one-hundred and fifteen percent (115%) of the specified tenant improvement amount for such space identified on Schedule A, (C) total commissions payable to all brokers for a given lease not to exceed the percentage identified for such space identified on Schedule A, (D) a lease term of at least the number of years identified for such space identified on Schedule A, and (E) a tenant with a credit profile and use requirement that is reasonably appropriate for the applicable space in question (collectively, the “Target Leasing Guidelines”); provided, that, notwithstanding whether a specific lease satisfies the Target Leasing Guidelines, Lease Management Fees shall be payable upon the completion of each of the following with respect to an individual property set forth on Schedule A: (A) the execution by a tenant of a lease for a particular space at the applicable property identified on Schedule A that has been approved in advance by Service Recipient and (B) the delivery of such executed lease by the applicable tenant to Service Recipient prior to the expiration of Term; provided, further, that, (A) Service Provider shall present any and all written offers for a potential lease to Service Recipient for review regardless of whether such terms are within the Target Leasing Guidelines and (B) Service Recipient shall have the sole and absolute discretion over whether to accept or reject a proposed lease transaction; or (2) The aggregate unpaid amount of the Lease Management Fee shall become payable if either of the following conditions are satisfied: (i) in any completed period of six (6) consecutive calendar months during the Term, the average percent leased for all of the Company Properties taken as a whole during such period equals or exceeds ninety-four percent (94%), or (ii) on the last day of the Term, the percent leased for all of the Company Properties taken as a whole equals or exceeds ninety-five percent (95%). The average lease rate pursuant to Section 3.01(b)(2)(i) shall be calculated by averaging the lease rate in effect on the last calendar day of each calendar month for any applicable six (6) consecutive month period during the Term. For purposes of determining the applicable lease rate at any time during the Term, a Company Property shall be considered leased during the Term when a binding lease that is approved by Service Recipient is executed by a tenant and delivered to Service Recipient.

Compensation and Other Payments. (aA) Service Recipient shall pay twenty-five million dollars ($25,000,000) to Service Provider As compensation for the Services Franchise, the Grantee shall pay, or cause to be paid, to the Grantor the amounts set forth herein and on Exhibit A in equal quarterly installments for the duration of the Initial Term (the “Base Fees”this Section 6(A). (b) Service Recipient shall also pay up to an additional maximum aggregate amount of ten million dollars ($10,000,000) (the “Lease Management Fees”) to Service Provider in connection with certain of the Services relating to the individual properties identified on Schedule A (the “Lease Management Services”). All or the applicable portion of the Lease Management Fees shall be payable as follows:– (1) The Lease Management Fee allocable Grantee shall pay to a particular space at a property identified on Schedule A shall become payable upon the execution Grantor franchise fees of a lease for such space that has (A) starting rents of at least ninety five percent (905%) or the maximum amount permitted by the Cable Act if hereafter adopted by resolution of the starting rents identified for such space on Schedule A with market annual rent increases, (B) tenant improvement costs not in excess of one-hundred and fifteen percent (115%) of the specified tenant improvement amount for such space identified on Schedule A, (C) total commissions payable to all brokers for a given lease not to exceed the percentage identified for such space identified on Schedule A, (D) a lease term of at least the number of years identified for such space identified on Schedule A, and (E) a tenant with a credit profile and use requirement that is reasonably appropriate for the applicable space in question (collectively, the “Target Leasing Guidelines”); provided, that, notwithstanding whether a specific lease satisfies the Target Leasing Guidelines, Lease Management Fees shall be payable upon the completion of each of the following with respect to an individual property set forth on Schedule A: (A) the execution by a tenant of a lease for a particular space at the applicable property identified on Schedule A that has been approved in advance by Service Recipient and (B) the delivery of such executed lease by the applicable tenant to Service Recipient prior to the expiration of Term; provided, further, that, (A) Service Provider shall present any and all written offers for a potential lease to Service Recipient for review regardless of whether such terms are within the Target Leasing Guidelines and (B) Service Recipient shall have the sole and absolute discretion over whether to accept or reject a proposed lease transaction; orGrantor. (2) The aggregate unpaid amount All such payments of franchise fees shall be made on a quarterly basis and shall be remitted simultaneously with the submission of the Lease Management Fee Grantee’s quarterly report required pursuant to Section 6(A)(3). (3) The Grantee shall become submit to the Grantor a report, in such form and containing such detail as the Grantor shall reasonably require, not later than thirty (30) days after the last day of each quarter throughout the term of this Ordinance setting forth the Gross Revenue for the preceding quarter. (4) No acceptance of any franchise fee payment by the Grantor shall be construed as an accord and satisfaction that the amount paid is in fact the correct amount for a release of any claim that the Grantor may have for further or additional sums payable if either under this ordinance, and all amounts paid shall be subject to audit and recomputation by the Grantor. If, as a result of such audit or any other review, the Grantor determines that the Grantee has underpaid its fees in any twelve (12) month period by ten percent (10%) or more, then, in addition to making full payment of the following conditions are satisfied: (i) in any completed period of six (6) consecutive calendar months during the Termrelevant obligation, the average percent leased Grantee shall reimburse the Grantor for all of the Company Properties taken as a whole during such period equals reasonable costs associated with the audit or exceeds ninetyreview, including all reasonable out-four percent of-pocket costs for attorneys, accountants, and other consultants. (94%), or (ii5) If the Grantee collects from Subscribers any amounts to be paid to leased access programmers for the provision of Services on the last day System that would not otherwise be included in the definition of the TermGross Revenue, the percent leased for all of Grantee shall deduct the Company Properties taken same percentage from such amounts as a whole equals or exceeds ninetythe then-five percent (95%). The average lease rate applicable franchise fee percentage pursuant to Section 3.01(b)(2)(i6(A)(1) shall be calculated by averaging and include such deducted amounts in its payment to the lease rate Grantor pursuant to this Section 6(A) and include such payments in effect on the last calendar day of each calendar month for any applicable six its report pursuant to Section 6(A)(3). (6) consecutive month period during The Grantee shall ensure, through contract or other arrangement, that any Person other than the TermGrantee who collects from Subscribers amounts that would constitute Gross Revenue if received directly by the Grantee (e.g., from a Person who leases a channel pursuant to Section 612 of the Cable Act) is required to remit to the Grantor quarterly a percentage of such amounts collected which is equal to the then-applicable franchise fee. For purposes Such contract or arrangement must also require the Person to submit a quarterly report which meets the requirements of determining Section 6(A)(3) and must entitle the Grantor to enforce the fee and reporting requirements directly against the Person. (B) The parties agree that the compensation and other payments to be made pursuant to this Section 6 and any other provision of this Ordinance are not a tax and are not in the nature of a tax and are in addition to any and all taxes of general applicability or other fees or charges (including any fees or charges which may be imposed on the Grantee for the use of poles, conduits or similar facilities that may be owned or controlled by the Grantor) which the Grantee or any Affiliated Person shall be required to pay to the Grantor. (C) If any payment required by this Ordinance is not actually received by the Grantor on or before the applicable lease date fixed in this Ordinance or by the Grantor, the Grantee shall pay interest thereon, from the due date to the date paid at a rate at of one percent (1%) per month, compounded monthly, for the period of delinquency. (D) In the event the Grantee continues to operate all or any time during part of the TermSystem after the term of the Franchise, then the Grantee shall continue to comply with all applicable provisions of this Ordinance, including, without limitation, all compensation and other payment provisions of this Ordinance, throughout the period of such continued operation, provided that any such continued operation shall in no way be construed as a renewal or other extension of the Franchise. (E) The Grantee has paid or arranged to pay, in a manner satisfactory to the Grantor, a Company Property grant in the amount of Fifty Thousand Dollars ($50,000.00) to be used to reimburse the reasonable costs incurred by the Grantor for the services and expenses of third parties (including, but not limit to, attorneys and other consultants) in connection with the award of the Franchise effected by this Ordinance, or by Grantor for any other lawful purpose. The Grantee shall be considered leased during pay, in a manner satisfactory to the Term when a binding lease that Grantor, an amount equal to the costs and expenses which the Grantor incurs in the future for the services of third parties (including, but not limited to, attorneys and other consultants) in connection with any future renegotiation, transfer, amendment, renewal or other modification of this Ordinance or the Franchise (where such action is approved initiated or supported by Service Recipient is executed by a tenant the Grantee or an Affiliated Person) at such time and delivered to Service Recipientin such manner as the Grantor shall specify.