Common use of Rent Adjustment Clause in Contracts

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent (100%) of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question to a willing bona fide owner for a lease of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any free rent, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty (30) days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent (100%) of the Fair Market Rent. “Fair Market Rent” shall be reasonably determined by Landlord based on the monthly rent that a willing bona fide tenant would pay at charged to prospective renewing tenants for the time Building and comparable buildings (e.g., buildings of comparable age, physical condition, number of stories, total size, comparable location) in question to a willing bona fide owner for a lease of the area in which the Leased Premises in its then condition and state of repairare located, commencing at that timetaking into account all financial terms, on the same terms and conditions as this Lease. In determining the Fair Market Rentincluding without limitation, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any base rent, free rent, escalations, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into accountcontributions and allowances and leasing and brokerage commissions; provided, however, that unless otherwise agreed to by Landlord, in no event shall the Minimum Annual Rent during any Extension Term be less than ninety-five percent (95%) of the highest Minimum Annual Rent payable during the immediately preceding term. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty ten (3010) business days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Base Rent for the applicable Additional Space Extension Term shall be an amount equal to one hundred ninety-five percent (10095%) of the Fair projected Effective Market Rent. “Fair Base Rent Rate, as at the commencement date of the Additional Space Extension Term which said Effective Market Rent” Base Rent Rate shall be the rent that rate charged to tenants for space of comparable size, location, and conditions in comparable property within a willing bona fide tenant would pay at the time in question to a willing bona fide owner for a lease five (5) mile radius of the Leased Premises in its then condition Building. Said Effective Market Base Rent Rate shall take into consideration the following: location, quality, age, common area factors, finish allowances, rental abatement, parking charges, lease assumptions, moving allowances, space planning allowances, refurbishment allowances, and state of repair, commencing at that time, on the same terms and conditions as this Leaseany other concession or inducement. In determining the Fair Market Rentaddition, the fair market rental value other consideration such as credit standing of untenanted space of similar size Tenant, lease term, and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any free rent, work allowance or other economic terms issues that would be granted relevant in such making a leasemarket rate determination should be considered. If Landlord and Tenant should be unable to agree as to the Effective Market Base Rent Rate for the Additional Space Extension Term within twenty (20) days of receipt by Tenant of Landlord's said notice, then Landlord and Tenant shall each select a qualified real estate appraiser (as well as all other relevant factors hereinafter defined) to determine the Effective Market Base Rent Rate. Said appraisers shall render their written decision within twenty (20) days after the date of their selection. If the difference between the high appraisal and the low appraisal is ten percent (10%) or less of the low appraisal, then the Effective Market Base Rent Rate shall be taken into accountthe average between the low appraisal and the high appraisal and the Minimum Annual Base Rent for the Additional Space Extension Term shall be ninety-five percent (95%) thereof. In the event said difference is in excess of ten percent (10%), then the appraisers shall mutually select a third appraiser who shall render a written decision of the Effective Market Base Rent Rate within twenty (20) days of his/her selection. The Minimum Annual Base Rent during the Additional Space Extension Term shall be ninety-five percent (95%) of the Effective Market Base Rent Rate as established by the third appraiser; provided, however, that in no event said Effective Market Base Rent Rate shall not be greater than the initial high appraisal or be less than the initial low appraisal nor shall the Minimum Annual Base Rent during any for the Additional Space Extension Term be less than the highest Minimum Annual Base Rent payable during by Tenant to Landlord as of the Termination Date of the immediately preceding termOriginal Additional Space Term. Without limiting In the foregoingevent that the two appraisers fail or refuse to select a third appraiser, if Tenant delivers either party may make application, upon written notice to Landlord a written objection the other, to Landlord’s calculation the Chief Judge of the Rent Adjustment within thirty (30) days after Tenant’s receipt United States District Court for the Eastern District of Landlord’s determination of Missouri, Eastern Division, who shall select the Rent Adjustmentthird appraiser. Either party may, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) business days after expiration of such ten the making of application to the Chief Judge, submit a list of not more than five (105) business day period qualified (“Arbitration Notice”). Within ten (10as herein specified) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment real estate appraisers for the Leased Premisesguidance of the Chief Judge. Each party shall pay the appraiser so selected by it and the costs of the third appraiser, if any, shall be borne equally by Landlord and Tenant. If it shall become necessary to select appraisers in accordance with the terms of this Section 4.B, said appraisers shall be either (i) a MAI appraiser or a licensed disinterested commercial real estate broker, each having broker with at least ten (10) years prior professional experience in the appraisal St. Louis, Missouri metropolitan industrial market or leasing of comparable space in the metropolitan area in which the Leased Premises are located and (ii) a disinterested person with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within at least ten (10) days after years professional experience in commercial real estate appraisal in the expiration of such twenty (20) day periodSt. Louis, the two appraisers shall select Missouri metropolitan area, and a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination member in good standing in at least one of the Rent Adjustment. following professional organizations: The average Society of Real Estate Appraisers (holding the two closest determinations SREA designation), or the American Institute of Real Estate Appraisers (holding the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseMAI designation).

Rent Adjustment. The Minimum Annual Rent per square foot of the Leased Premises for the applicable first (1st) Extension Term shall be an amount equal to one hundred percent (100%) of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question to a willing bona fide owner for a lease Minimum Annual Rent per square foot of the Leased Premises in its then condition for the period immediately preceding the applicable Extension Term. The Minimum Annual Rent per square foot of the Leased Premises for the second (2nd) Extension Term and state the third (3rd) Extension Term shall be an amount equal to ninety-five percent (95%) of repairthe base rent per square foot charged to prospective renewing tenants for comparable buildings (e.g.,-age, commencing at that timephysical condition, on the same terms and conditions as this Lease. In determining the Fair Market Rentnumber of stories, the fair market rental value of untenanted space of similar size and similar condition total size, comparable location) in comparable northern New Jersey warehouse buildings transactions (e.g., creditworthiness of tenant, landlord and tenant obligations) in the area in which the Leased Premises are located, taking into account all financial terms, including the Building) available for a comparable term and that reflects adjustments for any without limitation, free rent, escalations, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding termcontributions and allowances and leasing and brokerage commissions. Without limiting the foregoing, if If Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty fifteen (3015) days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three ten (310) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser a broker to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers brokers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers brokers shall select a third appraiser broker meeting the above criteria. Once the third appraiser broker has been selected as provided for above, then such third appraiser broker shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser broker and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent the Minimum Annual Rent then being charged by landlords to renewal tenants in the south and west county submarket for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, or in similar buildings in the Xxxxxx Xxxxx, Xxxxxxxxxx/X-000 market and throughout west and south county (100%) the "Market"), giving appropriate consideration to base rent, rent escalations, tenant concessions (e.g. free rent, tenant improvement allowance and other cash allowances), length of term, size and location of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question to a willing bona fide owner for a lease of the Leased Premises in its then condition premises being leased, and state of repair, commencing at that time, on the same other generally applicable terms and conditions prevailing for comparable space in comparable buildings located in the Market, as this Leaseevidenced by them recently completed lease renewals and lease expansions within the Market. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any free rent, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if If Tenant delivers to Landlord a written objection to Landlord’s 's calculation of the Rent Adjustment within thirty twenty (3020) days after Tenant’s 's receipt of Landlord’s 's determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s 's written objection then Tenant may retract its exercise of its option to extendeither (i) rescind the Tenant's Notice, or Tenant may (ii) choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“"Arbitration Notice”"). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s 's exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasewaived.

Rent Adjustment. The Subject to arbitrations as set forth below, the Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent (100%) of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question Minimum Annual Rent then being quoted by Landlord to a willing bona fide owner prospective tenants for a lease of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar comparable size and quality and with similar condition or equivalent improvements as are found in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term , and that reflects adjustments for any free rentif none, work allowance or other economic terms that would be granted then in such a lease, as well as all other relevant factors shall be taken into accountsimilar buildings in the vicinity; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty ten (3010) business days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may may, in its sole and absolute discretion, either retract its exercise of its option to extend, extend or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three five (35) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, howeverMARKED BY BRACKETS, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 aboveHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseAS AMENDED.

Rent Adjustment. The Minimum Annual Rent LESSOR shall, at the end of each five year period of the primary and renewal lease terms, determine the annual rental for the applicable Extension Term following five year period in accordance with MISS. CODE XXX. Sec. 29-I-107(2) or as amended by subsequent legislation. The initial appraisal required by MISS. CODE XXX. Sec. 29-1-107(2) shall be conducted by an amount equal appraiser chosen by LESSOR and shall be completed at least six (6) months prior to one hundred percent (100%) the end of the Fair Market Rentcurrent five year period. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question If LESSEE provides written notice to a willing bona fide owner for a lease of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any free rent, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment LESSOR within thirty (30) days after Tenant’s receipt of Landlord’s determination LESSOR'S appraisal that LESSEE does not agree with the fair market rental value determined by LESSOR'S appraiser, LESSEE shall have the right to select an appraiser to conduct an appraisal of the Rent Adjustment, fair market rental value of SAID PROPERTY. LESSEE'S appraisal shall be completed within sixty (60) days after LESSEE provides the foregoing written notice to LESSOR. If LESSOR'S appraiser and the parties LESSEE'S appraiser cannot agree on a Rent Adjustment the appraised fair market rental value of SAID PROPERTY within ten thirty (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (1030) days after the expiration completion of such twenty (20) day periodLESSEE'S appraisal, the two appraisers LESSOR'S appraiser and LESSEE'S appraiser shall select a third appraiser meeting to conduct an appraisal of the above criteriafair market rental value of SAID PROPERTY. Once The third appraisal shall be completed within sixty (60) days after the third appraiser has been selected as provided is selected. The appraised fair market rental value determined by the agreement of any two of the three appraisers shall constitute the appraised fair market rental value for abovepurposes of determining the annual rental for the following five year period in accordance with the MISS. CODE XXX. Sec. 29-1-107(2). LESSOR and LESSEE each agree to use all reasonable efforts to complete the foregoing appraisal process prior to the beginning of the following five year period. If for any reason the foregoing appraisal process is not completed prior to the beginning of the following five year period, then LESSOR and LESSEE agree that the interim annual rental for the following five year period shall be the annual rental for the preceding five year period adjusted by the All Urban Consumer Price Index-All Items (CPI) pursuant to Miss. Code Xxx. Sec. 29-I-107(2). Upon completion of this appraisal process, if this appraisal process results in an appraised fair market rental in excess of the interim annual rental, LESSEE shall pay to LESSOR such third appraiser shall excess within ten thirty (1030) days after appointment make its determination the completion of this appraisal process. In the event such appraised fair market rental is less than the interim annual rental, the interim annual rental shall be the annual rental for such five year period. LESSOR and LESSEE acknowledge and agree: (a) that SAID PROPERTY is comprised of parcels devoted to three separate uses, (1) as a gaming vessel, (2) as a marina and garage overhang, and (3) as open water; and (b) that, if and when value is assigned based upon use as a part of the Rent Adjustmentappraisal process required by statute, such separate uses shall be recognized. The average LESSOR and LESSEE further acknowledge and agree that any fair market rental value appraisal which may be used to determine rental amounts will deduct the value of any improvements by the LESSEE which substantially enhance the value of SAID PROPERTY. LESSOR and LESSEE further acknowledge and agree that the appraisal of SAID PROPERTY by Xxxxxxxxx & Xxxx, Inc., dated January 20, 1999, shall not be used for any purpose (whether as precedence, support or otherwise) by any appraiser in connection with any subsequent appraisal of SAID PROPERTY. Any appraiser selected by LESSOR or by LESSEE shall be a Member of the two closest determinations of the Rent Adjustment Appraisal Institute (MAI designation), shall be used as the Minimum Annual Rent for the applicable Extension Term disinterested and shall have no personal interest or bias with respect to LESSOR or to LESSEE, and shall not be binding compensated on both Landlord any basis that is contingent on an action or event resulting from any analysis, opinions or conclusions contained in such appraiser's appraisal. LESSOR shall pay for its appraiser, LESSEE shall pay for its appraiser, and Tenant. Landlord LESSOR and Tenant shall each bear the cost of its appraiser and LESSEE shall share the cost of the thirdthird appraiser equally. If Tenant fails to provide In the Arbitration Notice as provided aboveevent LESSOR and LESSEE cannot agree on an adjusted rental amount, then Tenant’s exercise of its option to extend shall the lease may be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid canceled at the same time and in the same manner as provided in the Leaseoption of LESSOR.

Rent Adjustment. The Minimum Annual Upon the later to occur of (i) full payment of the Agency Loan Note or (ii) the twentieth (20th) anniversary of the Commencement Date, the Rent due under this Ground Lease shall be reset based on the fair market value of the remaining leasehold interest under this Ground Lease (taking into account the restrictions set forth in the Regulatory Agreement, hereinafter referred to as the "Recorded Restrictions" as independently appraised and at an annual rental based on a percentage of such appraised value as determined by a qualified, independent appraiser (conducted by a certified appraiser reasonably acceptable to Executive Director and Tenant), who shall take into account the cumulative amounts which have been actually paid to the Landlord as Rent under this Ground Lease, including without limitation taking into consideration the remaining balance, if any, on the Agency Loan as of the time of the appraisal, and including a reasonable return on investment of between six percent (6%) and eight percent (8%). Such independent appraisal shall determine the fair market value of the Property, at its highest and best use (but taking the Recorded Restrictions into account), at the time of such appraisal but shall also take into consideration an overall fair market ground lease rent over the 55-year Term of this Ground Lease with an objective that Landlord receive over such 55-year term cumulatively a fair market value ground lease rent (taking the Recorded Restrictions into account), under this Ground Lease. In such regard, if the Rent paid to date has underpaid, cumulatively, toward achieving a fair market ground lease rent (taking the Recorded Restrictions into account), over the 55-year Term of this Ground Lease, then the appraiser shall take that fact into consideration when determining an adjusted fair market Rent for the applicable Extension remainder of the Term. Likewise, if the Rent paid to date has been overpaid, cumulatively, toward achieving a fair market ground lease rent (taking the Recorded Restrictions into account) over the 55-year Term, then the appraiser shall take that fact into consideration when determining the adjusted Rent for the remainder of the Term. This adjusted annual rent for the remaining Term of this Ground Lease, as determined by the independent appraiser as described above, with the Rent due and required to be paid annually under this Ground Lease shall be an re-adjusted to the lesser of (1) such appraised rent for the Property (to be increased by 20% every five (5) years to account for inflation), or (2) fifty percent (50%) of the Residual Receipts for the Housing Development. In any year, if the appraised value rent (to be increased by 20% every five (5) years to account for inflation) exceeds fifty percent (50%) of the Residual Receipts for the Housing Development, the amount equal by which such appraised value rent (increased by 20% every five (5) years to account for inflation) exceeds 50 percent (50%) of the Residual Receipts for the Housing Development to be paid pursuant to this Section 4.1 in a given year shall accrue and be carried over and added to the amount of the Rent to be paid in later years by Tenant. Additionally, the adjusted annual rent shall include all of the following: (i) fifty percent (50%) of the Refinancing Net Proceeds immediately upon any refinancing of the loans secured by the Property (or any part thereof), and (ii) one hundred percent (100%) of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time Transfer Net Proceeds immediately upon any transfer in question to a willing bona fide owner for a lease whole or in part of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any free rent, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty (30) days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseHousing Development.

Rent Adjustment. The Minimum Annual Rent Adjustment for the applicable Extension Term shall be an amount equal to one hundred percent (100%) the Base Rent then being paid by renewal tenants of the Fair Market Rent. Building for office and/or R&D space and by tenants of other Class A brick and beam buildings in the nearby submarket of comparable size and quality and with similar or equivalent improvements as are found in the Building (“Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question to a willing bona fide owner for a lease of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease”). In determining the The Fair Market Rent, Rent shall include an escalation of a fixed net rental rate (based on a fixed step or index) then prevailing in the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for market. Tenant shall not be subject to any free rent, work allowance artificial caps or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; providedrent floors. If, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Fair Market Rent Adjustment within thirty (30) days after Tenant’s receipt of Landlord’s determination of the Rent AdjustmentFair Market Rent, and the parties cannot agree on a Fair Market Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent AdjustmentFair Market Rent. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three five (35) business days after expiration of such ten (10) business day 10)-day period (“Arbitration Notice”)) . Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Fair Market Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years years’ prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Fair Market Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day 20)-day period, the two appraisers shall select a third appraiser meeting the above criteriacriteria and who is independent of both parties. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent AdjustmentFair Market Rent. The average of the two closest determinations of the Fair Market Rent Adjustment shall be used as the Minimum Annual Base Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.Exhibit “D”

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred ninety-five percent (10095%) of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question Minimum Annual Rent then being quoted by Landlord to a willing bona fide owner for a lease prospective renewal tenants of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted Building for space of similar comparable size and quality and with similar condition or equivalent improvements as are found in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term , and that reflects adjustments for any free rentif none, work allowance or other economic terms that would be granted then in such a leasesimilar buildings in the Park, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty (30) days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. In the determination of the Rent Adjustment, each appraiser shall take into account the then existing condition of the Building and Leased Premises, an arms-length transaction between a willing landlord and tenant in the office space market (taking into account the Building and Common Areas only) at the time of the commencement of the Extension Term, and considering (i) the size, location, area and view of the Leased Premises, (ii) the creditworthiness of Tenant, (iii) the five (5) year nature of the Extension Term, (iv) the Additional Rent and other provisions of this Lease, other than Minimum Annual Rent, (v) the absence of tenant improvement allowances, brokerage fees, moving costs or expenses, free rent or any other tenant concessions which might otherwise be afforded by landlords to tenant in connection with new lease or renewals in the market, the absence of the benefits of which market tenant concessions shall instead be factored into the determination of Rent Adjustment, and (vi ) the location and quality of the Building. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Notwithstanding anything contained herein to the contrary, in no event shall the Minimum Annual Rent for the Extension Term be less than the Minimum Annual Rent for the last year of the initial Lease Term. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent (100%) the Minimum Annual Rent then being quoted by Landlord to prospective renewal tenants of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question to a willing bona fide owner Building for a lease of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar comparable size and quality and with similar condition or equivalent improvements and occupancy rates as are found in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term , and that reflects adjustments for any free rentif none, work allowance or other economic terms that would be granted then in such a leasesimilar buildings in the Park, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty ten (3010) business days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal reasonably determined by Landlord based on the monthly rent charged to one hundred percent prospective renewing tenants for the Building and comparable buildings (100%e.g., buildings of comparable age, physical condition, number of stories, total size, comparable location) of in the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time area in question to a willing bona fide owner for a lease of which the Leased Premises in its then condition and state of repairare located, commencing at that timetaking into account all financial terms, on the same terms and conditions as this Lease. In determining the Fair Market Rentincluding without limitation, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any base rent, free rent, escalations, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding termcontributions and allowances and leasing and brokerage commissions. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s 's calculation of the Rent Adjustment within thirty ten (3010) business days after Tenant’s 's receipt of Landlord’s 's determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s 's written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) business days after expiration of such ten (10) business day period (“"Arbitration Notice”"). Within ten (10) business days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located Weston, Florida submarket and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) business days after their appointment, then, within ten (10) business days after the expiration of such twenty (20) business day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) business days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s 's exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent (100%) the Minimum Annual Rent then being quoted by Landlord to prospective renewal tenants of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at the time in question to a willing bona fide owner Building for a lease of the Leased Premises in its then condition and state of repair, commencing at that time, on the same terms and conditions as this Lease. In determining the Fair Market Rent, the fair market rental value of untenanted space of similar comparable size and quality and with similar condition or equivalent improvements as are found in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term , and that reflects adjustments for any free rentif none, work allowance or other economic terms that would be granted then in such a leasesimilar buildings in the Park, as well as all other relevant factors shall be taken into account; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s 's calculation of the Rent Adjustment within thirty five (305) business days after Tenant’s 's receipt of Landlord’s 's determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s 's written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“"Arbitration Notice”"). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest three (3) determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s 's exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred percent (100%) of the Fair Market Rent. “Fair Market Rent” shall be the rent that a willing bona fide tenant would pay at charged for comparable buildings (e.g., age, physical condition, number of stories, total size, comparable location) in the time area in question to a willing bona fide owner for a lease of which the Leased Premises in its then condition and state of repairare located, commencing at that timetaking into account all financial terms, on the same terms and conditions as this Lease. In determining the Fair Market Rentincluding without limitation, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any base rent, free rent, escalations, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into accountcontributions and allowances and leasing and brokerage commissions; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s calculation of the Rent Adjustment within thirty five (305) business days after Tenant’s receipt of Landlord’s determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a an MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (10) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Rent Adjustment. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to one hundred ninety-eight percent (10098%) of the Fair Market Rent. “Fair Market Rent” shall be fair market rent rate as reasonably determined by Landlord based on the monthly rent that a willing bona fide tenant would pay at charged to prospective renewing tenants for the time Building and comparable buildings (e.g., buildings of comparable age, physical condition, number of stories, total size, comparable location) in question to a willing bona fide owner for a lease of the area in which the Leased Premises in its then condition and state of repairare located, commencing at that timetaking into account all financial terms, on the same terms and conditions as this Lease. In determining the Fair Market Rentincluding without limitation, the fair market rental value of untenanted space of similar size and similar condition in comparable northern New Jersey warehouse buildings (including the Building) available for a comparable term and that reflects adjustments for any base rent, free rent, escalations, work allowance or other economic terms that would be granted in such a lease, as well as all other relevant factors shall be taken into accountcontributions and allowances and leasing and brokerage commissions; provided, however, that in no event shall the Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable during the immediately preceding term. The Monthly Rental Installments shall be an amount equal to one-twelfth (1112) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease. Without limiting the foregoing, if Tenant delivers to Landlord a written objection to Landlord’s 's calculation of the Rent Adjustment within thirty five (305) business days after Tenant’s 's receipt of Landlord’s 's determination of the Rent Adjustment, and the parties cannot agree on a Rent Adjustment within ten (10) business days after Tenant’s 's written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to seek arbitration within three (3) days after expiration of such ten (10) business day period (“"Arbitration Notice”"). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the parties shall each appoint an appraiser to determine the Rent Adjustment for the Leased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, each having at least ten (10) years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located and with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10I 0) days after the expiration of such twenty (20) day period, the two appraisers shall select a third appraiser meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall within ten (101 0) days after appointment make its determination of the Rent Adjustment. The average of the two closest determinations of the Rent Adjustment shall be used as the Minimum Annual Rent for the applicable Extension Term and shall be binding on both Landlord and Tenant. Landlord and Tenant shall each bear the cost of its appraiser and shall share the cost of the third. If Tenant fails to provide the Arbitration Notice as provided above, then Tenant’s 's exercise of its option to extend shall be deemed retracted; provided, however, if Tenant’s right to retract its option to extend is null and void pursuant to Article 9 above, then Tenant shall be deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.