Common use of hereinabove Clause in Contracts

hereinabove. All of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Annual Fixed Rent Rate for such extension period shall be the fair market rate for comparable buildings in the Burlington area (the “Market Rate”) at the commencement of the Extended Term, as designated by Landlord. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its intention to do so not later than one (1) year prior to the expiration of the Original Term of this Lease. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”. Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below. If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the other estimate, then the Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Renewal Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Renewal Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Annual Fixed Rent for the Premises during the Extended Term. For any part of the Extended Term during which the Annual Fixed Rent is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Annual Fixed Rent at the rate per square foot of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rent.

hereinabove. All The all risk coverage insurance maintained by Tenant shall be written so as to provide that the insurer waives all right of recovery by way of subordination against Landlord in connection with any loss or damage covered by the policy, said policy shall name Landlord as additional insured and Tenant shall furnish Landlord with a copy of the termscurrent policy or certificate of insurance. The policy shall provide not less than 30 days written notice of cancellation or material change. Tenant for itself, covenants its successors and provisions assigns, hereby waives and right of this Lease shall apply recovery against Landlord, its successors or assigns, by virtue of any casualty to the Extended Term except that Premises or the Annual Fixed Rent Rate Shopping Center, including but not limited to, compensation or damages for loss of use, inconvenience or annoyance caused by any such extension period damages, destruction, repair or restoration. Coverage's maintained by the Tenant hereunder, shall be considered primary without any right of contribution from Landlord's insurance coverage regardless of whether Landlord is deemed to have any degree of fault or negligence. In addition, Tenant shall keep in force workman's compensation o▇ ▇▇▇▇▇▇▇ insurance to the fair market rate for comparable buildings extent required by law. If equipment that is customarily covered by broad form boiler and machinery insurance is installed in the Burlington area (the “Market Rate”) at the commencement Premises, Tenant shall provide such coverage in an amount of not less than $1,000,000. Tenant shall deliver said insurance policies or certificates thereof to Landlord prior to taking possession of the Extended TermPremises; Landlord having the right, at its sole discretion, to approve the insurance carrier utilized by Tenant in connection with the Premises. Should Tenant fail to effect the insurance the insurance called for herein, Landlord may, but shall not be obligated to, procure said insurance and pay the requisite premiums, in which event, Tenant shall pay all sums so expended plus fifteen percent (15%) as overhead to Landlord, as designated Additional Rent, immediately upon demand. Each insurer under the policies required hereunder shall agree by endorsement on the policy, or by independent instrument furnished to Landlord. If Tenant shall elect to exercise the aforesaid option, that it shall do so by giving will give Landlord written notice (the “Extension Notice”) of its intention to do so not later than one (1) year prior to the expiration of the Original Term of this Lease. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”. Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within at least fifteen (15) days after Landlord gives Tenant Landlord’s determination of prior written notice before any policy or policies affecting the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate Premises shall be determined as provided below. If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the other estimate, then the Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his altered or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Renewal Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Renewal Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Annual Fixed Rent for the Premises during the Extended Term. For any part of the Extended Term during which the Annual Fixed Rent is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Annual Fixed Rent at the rate per square foot of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rentcanceled.

hereinabove. All 08B INSPECTION OF BOOKS AND RECORDS REGARDING EARN-OUT CONSIDERATION. USSC shall provide each Indemnifying Shareholder, at the address set forth in the Stock Option Agreement or such other address as such Indemnifying Shareholder shall provide to USSC in the manner set forth in Section 25(d) of the termsStock Option Agreement, covenants with a certificate from the accounting firm employed by USSC to conduct its regular annual audit as soon as reasonably practicable following such regular annual audit, such certificate to set forth such accounting firm's determination concerning the Earn-Out Consideration earned in the prior fiscal year (the "Certificate"). In addition, USSC shall maintain records in sufficient detail and, upon reasonable notice, allow an independent certified public accounting firm of nationally recognized standing, appointed by the holders of a majority in interest of the PAS Capital Stock as of the Effective Date ("Majority Shareholders"), and provisions reasonably acceptable to USSC (the "Auditors"), to examine its consolidated books and records, and the books and records of this Lease shall apply its Sublicensees and permitted assigns pertaining to the Extended Term except that Products, which examination must be requested within 30 days of mailing of the Annual Fixed Rent Rate for such extension period Certificate and must be completed within 10 days of USSC furnishing the access and information required to be furnished. Such examinations shall occur on or after February 15 of any calendar year, only during business hours, and not more than once a year, and shall be solely for the fair market rate for comparable buildings in purpose of verifying the Burlington area calculation of Earn-Out Consideration due under this Agreement. A final such examination may occur once during the year immediately succeeding termination of the Earn-Out Period. The fees and expenses of the Auditors performing the examination shall be borne pro-rata by the Majority Shareholders. Unless written objection (the “Market Rate”"Objection") at is made by the commencement Majority Shareholders and delivered to USSC within 10 days after completion of such examination by the Extended TermAuditors, as designated the calculation of Earn-Out Consideration paid by Landlord. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its intention to do so not later than one (1) year USSC prior to the expiration of the Original Term of this Lease. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”. Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below. If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the other estimate, then the Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Renewal Term shall be rendered in writing to both Landlord and Tenant and examination shall be final and binding upon them and on the parties, except insofar as adjusted or corrected as a result of USSC's regular annual audit. It is understood that USSC shall not be required to furnish or permit the examination of the identities, at any time, of customers or prices or other information as to specific sales. Any information provided to the Majority Shareholders or the Auditors pursuant hereto shall be the Annual Fixed Rent for the Renewal Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenanttreated as USSC's confidential information subject to Section 5.08, however, provided that such information shall be borne by held in confidence for five (5) years following disclosure to the party that retained such counsel. Once Majority Shareholders or the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Annual Fixed Rent for the Premises during the Extended Term. For any part of the Extended Term during which the Annual Fixed Rent is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Annual Fixed Rent at the rate per square foot of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rentAuditors.

hereinabove. All It is agreed that, notwithstanding anything to the contrary the Premises herein are leased for the Basic Annual Rental for the lease term hereof, payable at the time of the terms, covenants and provisions making of this Lease shall apply to the Extended Term except and that the Annual Fixed Rent Rate provisions herein contained for the payment of such extension period rent in Monthly Rental Installments (as defined in paragraph 1(g) hereof) are for the convenience of the Tenant only, and that, upon default in the payment of any such Monthly Rental Installment as herein allowed, the whole of the rent hereby reserved for the whole of the lease term herein provided for and then remaining unpaid shall, at the option of the Landlord, become due and payable without any notice or demand. One such Monthly Rental Installment, together with the Security Deposit (as defined in paragraph 1(i) hereof), shall be payable by Tenant to Landlord contemporaneously with the fair market rate execution hereof, and a like Monthly Rental Installment shall be due and payable to Landlord at Landlord's address provided herein (or such other address as may be designated by Landlord in writing from time to time) without demand on or before the first day of each succeeding calendar month during the term hereof. A Monthly Rental Installment for comparable buildings in the Burlington area (the “Market Rate”) any fractional month at the commencement of the Extended Term, as designated by Landlord. If Tenant shall elect to exercise the aforesaid option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its intention to do so not later than one (1) year prior to the expiration of the Original Term of this Lease. If Tenant gives such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” beginning or the “term”. Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below. If Landlord and Tenant are unable to agree on the Market Rate by the end of the lease term shall be promised. Without impairing any of Landlord's rights or remedies herein for the late payments of rent, if any Monthly Rental Installment is not received by the Landlord on or before the 5th day of the month for which said thirty (30)-day periodMonthly Rental Installment is due, then within five (5) days thereafter, Landlord a service charge of 10% of the Monthly Rental Installment owed shall become due and Tenant shall each simultaneously submit payable in addition to the other in a sealed envelope its good faith estimate of the Market Ratemonthly rental installment owed. If the higher of such estimates Said service charge is not more than one hundred five percent (105%) of the other estimate, then the Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate purpose of reimbursing Landlord for the Renewal Term shall be rendered extra costs and expenses incurred in writing to both Landlord connection with the handling and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Renewal Extended Term. The costs processing of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Annual Fixed Rent for the Premises during the Extended Term. For any part of the Extended Term during which the Annual Fixed Rent is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Annual Fixed Rent at the rate per square foot of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rentlate Monthly Rental Installment payments.

hereinabove. All For the avoidance of doubt, it is expressly agreed that (i) Licensee shall not deduct any so-called “overhead costs” or other costs from the calculation of Net Profits (including without limitation, salaries, travel costs to the extent not expressly permitted to be deducted above, design fees, sampling costs to create prototypes, etc.) and (ii) Licensee may account for Net Profits on an accrual accounting basis hereunder, provided that any expenses or other charges deducted to calculate Net Profits hereunder are actually paid by Licensee within a reasonable period of time after accounting for the same. • Licensee shall account to Licensor on a quarterly basis and shall pay any Net Profits due and payable to Licensor to the extent actual Net Profits for the relevant quarter exceed the Guarantee payment due for that quarter. Licensee will not be required to continue to make Guarantee payments for a particular Contract Year once the amount of the terms, covenants and provisions of this Lease shall apply to the Extended Term except that the Annual Fixed Rent Rate Guarantee payments already made for such extension period Contract Year plus the applicable Net Profits “overage” paid in such Contract Year equals the annual Guarantee amount payable during such Contract Year. • Licensor shall be have the fair market rate for comparable buildings in right, at its sole cost and expense, to audit Licensee’s books, records, agreements and other documents relating to this Agreement and/or the Burlington area (the “Market Rate”) at the commencement exercise of the Extended Term, as designated by Landlordany rights or performance of any obligations hereunder. If Tenant the auditor concludes that additional amounts were owed during the audited period, Licensee shall elect to exercise the aforesaid option, it shall do so by giving Landlord written notice (the “Extension Notice”) of its intention to do so not later than one (1) year prior to the expiration of the Original Term of this Lease. If Tenant gives pay such notice and satisfies the conditions specified above, the extension of this Lease shall be automatically effected without the execution of any additional documents. The Original Term and the Extended Term are hereinafter collectively called the “Term” or the “term”. Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the Annual Fixed Rent Rate in effect immediately prior to the Extended Term. If Landlord and Tenant are unable to reach agreement on the Market Rate amounts within thirty (30) [**] days after the date on which Landlord first gave Tenant LandlordLicensor delivers to Licensee such auditor’s proposal written report regarding the same. The costs for the Market Rate, then the Market Rate such audit shall be determined as provided below. If Landlord and Tenant paid by Licensor; provided, however, if the audit discloses that the payments payable by Licensee for such period are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Market Rate. If the higher of such estimates is not more than one hundred five [**] percent (105[**]%) of the other estimatepayments actually paid for such period, then Licensee shall pay the Market Rate shall be the average of the two estimates. If the matter is not resolved reasonable fees and expenses charged by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker licensed auditor in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) years’ experience (an “Approved Arbitrator”). If the parties cannot agree on connection with such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). If one party shall fail to timely make such appointment, then the person chosen by the other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, then, as soon thereafter as practicable, but in any case within fourteen (14) days after his or her appointment, the arbitrator shall determine the Market Rate by selecting either the Landlord’s estimate of Market Rate or the Tenant’s estimate of Market Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate shall be the Market Rate for the Renewal Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Renewal Extended Term. The costs of the Final Arbitrator will be equally divided between Landlord and Tenant. Any fees of any counsel engaged by Landlord or Tenant, however, shall be borne by the party that retained such counsel. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Annual Fixed Rent for the Premises during the Extended Term. For any part of the Extended Term during which the Annual Fixed Rent is in dispute, or has not yet been finally determined, Tenant shall make payments to Landlord on account of Annual Fixed Rent at the rate per square foot of the Premises last paid under this Lease. The parties shall adjust for any overpayments or underpayments upon final determination of such rentaudit.