Common use of CPI Adjustment Clause in Contracts

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, ,with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (( as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall Index”_shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the TenantTenant (the “Estimated CPI Percentage Increase”), and the Tenant shall deliver written notice (“CPI Notice”) to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the Estimated CPI Percentage Increase, then the Landlord shall deliver to the Tenant written noticenotice (“CPI Disagreement Notice”), describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”)detail, not later than thirty (30) days after delivery to it of the CPI Notice, and the Parties shall thereafter promptly negotiate in good faith to agree on a final CPI Percentage Increase. If the Parties agree on a CPI Percentage Increase that exceeds the Estimated CPI Percentage Increase, then the Tenant shall include with its next following payment of Rent pursuant to Section 4.1 a true-up amount equal to the product of (a) the positive difference between the agreed CPI Percentage Increase and the Estimated CPI Percentage Increase, expressed as a percentage and (b) the division of (i) the Rent previously paid during such Adjustment Period by (ii) the Estimated CPI Percentage Increase plus one hundred percent (100%). If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI NoticeNotice to it, then the Landlord shall be conclusively deemed to have agreed with the calculation of the Estimated CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (ai) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (bii) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty sixty (3060) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty sixty (3060) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase At the end of the first Lease year (as defined belowhereinafter defined) is more than [***] and every Lease year thereafter (including any renewal periods) the Base Rental provided for the relevant Adjustment Period, then the Rent payable during that Adjustment Period in Paragraph 3 above shall be adjusted upward by a percentage equal adding to Base Rental the CPI Percentage Increase "Add-on Factor". The one (1) year periods are each hereinafter referred to as defined below) applicable to such an "Adjustment Period". As used herein, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” the "Add- on Factor" shall mean the unadjusted Consumer Price Index for All Urban Workers"Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, U.S. City Averageand "Adjustment Factor" shall mean a fraction, All Items, 1982-84= 100, calculated the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published by immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Department of LaborAverage (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The “CPI Percentage Increase” Adjusted Rental shall meanbe the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to any Adjustment Periodthe month(s) already expired, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation excess of the CPI Percentage Increase, then required monthly rentals spedfied in the Landlord shall deliver to notice over the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticemonthly amounts actually paid by Tenant.

CPI Adjustment. If the CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than [***] greater than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 10084=100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. Such notice shall also inform the LANDLORD that this Section 4.2 provides that if the LANDLORD does not deliver a CPI Disagreement notice within 30 days it shall forfeit its right to contest it. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Notice.

CPI Adjustment. If CPI Percentage Increase (as defined below) If, at the commencement of the Interim Date or applicable Extension Term, there is more than [***] for the relevant Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to change in the CPI Percentage Increase (as defined below) applicable to or any comparable successor or substitute index reasonably designated by the Landlord, appropriately adjusted, and approved by Tenant, such Adjustment Period, but approval not to exceed be unreasonably withheld) reflecting an adjustment during any Adjustment Period increase in the cost of greater than [***]. The term “Consumer Price Index” shall mean living over and above the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 100, calculated and published cost of living as reflected by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall meanin effect on the first Rent Commencement Date to occur (or, with respect to the First Extension Term, the CPI for the month in which the Interim Date occurred, or with respect to the Second Extension Term, the CPI for the month in which the First Extension Term commenced) (hereinafter called the “Base Price Index”), the “Adjustment” of the Base Rent shall be calculated as follows for the purposes set forth in Section 1.16 and 3.03(c): the Base Rent shall be multiplied by a fraction, the numerator of which shall be the CPI for the month in which the Interim Date occurs or the applicable Extension Term commences, as applicable, and the denominator of which (for each such fraction) shall be the Base Price Index (provided, however, that in no event shall the CPI be deemed to increase during such period by an amount in excess of four percent (4%) per year compounded annually). In the event that Landlord determines, and Tenant agrees, that the CPI ceases to use the 1982-84 average of 100 as the basis of calculation, or if a substantial change is made in the terms or number of items contained in the CPI, then the CPI shall be adjusted to the figure that the parties agree in good faith would have been arrived at had the manner of computing the CPI in effect at the date of this Lease not been changed. In the event that within one (1) year following the date that the CPI figure for any Adjustment Period, [***]. For month used in calculating the avoidance of doubt, no CPI Adjustment shall have been published, the federal government shall revise such figure, then: (x) such revised CPI figure shall thereafter be made deemed to be the correct CPI figure for all purposes (unless the federal government shall yet again revise such figure, in which case the most recently revised CPI figure shall be deemed to be correct); and (y) any payment due under this Ground Lease for any Adjustment Period if retroactive adjustment or recomputation resulting from such revised CPI figure shall be limited to encompass only the result year immediately preceding the date upon which the revision of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period figure shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticefirst been published.

CPI Adjustment. If If, at the commencement of the applicable Extension Term, there is a change in the CPI Percentage Increase (or any comparable successor or substitute index reasonably designated by the Landlord, appropriately adjusted, and approved by Tenant, such approval not to be unreasonably withheld,) reflecting an increase in the cost of living over and above the cost of living as defined below) is more than [***] reflected by the CPI for the relevant Adjustment Period, then month in which the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase Lease Commencement Date occurs (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall meanor, with respect to the Second or Third Extension Tram, the CPI for the month in which the prior Extension Term commenced) (hereinafter called the “Base Price Index”), the “Adjustment” of the Base Rent shall be calculated as follows for the purposes set forth in Section 3.03(d), clause (y): the Base Rent shall be multiplied by a fraction, the numerator of which shall be the CPI for the month in which the applicable Extension Term commences, and the denominator of which (for each such fraction) shall be the Base Price Index. In the event that Landlord determines, and Tenant agrees, that the CPI ceases to use the 1982-84 average of 100 as the basis of calculation, or if a substantial change is made in the terms or number of items contained in the CPI, then the CPI shall be adjusted to the figure that the parties agree in good faith would have been arrived at had the manner of computing the CPI in effect at the date of this Lease not been changed. In the event that within one (1) year following the date that the CPI figure for any Adjustment Period, [***]. For month used in calculating the avoidance of doubt, no CPI Adjustment shall have been published, the federal government shall revise such figure, then: (x) such revised CPI figure shall thereafter be made deemed to be the correct CPI figure for all purposes (unless the federal government shall yet again revise such figure, in which case the most recently revised CPI figure shall be deemed to be correct); and (y) any payment due under this Ground Lease for any Adjustment Period if retroactive adjustment or recomputation resulting from such revised CPI figure shall be limited to encompass only the result year immediately preceding the date upon which the revision of such CPI Adjustment would be to figure shall have first been published. Notwithstanding the foregoing, any such increase in CPI shall not exceed four percent (a4%) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver to the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticeper year compounded annually.

CPI Adjustment. If CPI Percentage Increase (as defined below) is more than [***] for In addition to the relevant Adjustment Periodforegoing, then the Rent Basic Monthly Rental payable during that Adjustment Period by Lessee shall be adjusted upward each May 14th (the "Anniversary Date") during the Term, commencing May 14,1997, by a adding to it thirty percent (30%) of the amount computed by multiplying said Basic Monthly Rental by the percentage equal to increase, if any, in the CPI Percentage Increase (index now known as defined below) applicable to such Adjustment Period"United States Bureau of Labor Statistics, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban WorkersConsumers (CPI-U), U.S. City Averagefor the Washington, All ItemsD.C. Standard Metropolitan Statistical Area (SMSA), "all items" (1982-84= 10084=100)" (the "Index"). Any such percentage increase in the Index shall be determined by dividing the amount, calculated if any, by which the Index published for the month of March immediately preceding the relevant Anniversary Date exceeds the corresponding Index published for the period that includes the month of March immediately preceding the Anniversary Date for the prior year, by said latter corresponding Index. Lessor shall provide Lessee, during each April during the Term written notice of the adjustment to the Basic Monthly Rental due to increases in the Index, and published by Lessee shall begin paying the United States Department adjusted Basic Monthly Rental with the next payment of LaborBasic Monthly Rent due, Bureau retroactive, if necessary, to the Anniversary Date. Thereafter Lessee shall pay the new Basic Monthly Rental until receipt of Labor Statisticsthe next written notice of the adjustment to Basic Monthly Rental from Lessor. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease amount payable by Lessee as Basic Monthly Rental for any Adjustment Period if the result of such CPI Adjustment would annual period hereunder, as adjusted according this Article 4, shall in no case be to (a) reduce the amount of such payment to an amount that is less than the amount of Basic Monthly Rental, as so adjusted, payable during the preceding annual period, and shall not affect in any way Lessee's continuing obligation to pay any and all sums payable as additional rent under this Lease. If such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period Index shall be calculated by discontinued, with no successor or comparable successor index, the Tenant, and parties shall attempt to agree upon a substitute formula; but if the Tenant shall deliver written notice parties are unable to the Landlord describing such calculation in reasonable detail (agree upon a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increasesubstitute formula, then the Landlord matter shall deliver to be determined by arbitration in accordance with the Tenant written notice, describing the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery rules of the CPI NoticeAmerican Arbitration Association then prevailing. 6. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30Effective May 14, 1996, Articles 26(a) days after delivery of any CPI Notice, then the Landlord and 30 shall be conclusively deemed to have agreed with deleted. Article 30 shall be replaced by the calculation of the CPI Percentage Increase set forth in such CPI Notice.following:

CPI Adjustment. If CPI Percentage Increase (as defined belowi) is more than [***] In the event that the Consumer Price Index published for the relevant Adjustment Period, then the Rent payable during that Adjustment Period Base Month shall be adjusted upward by a percentage equal to less than the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workersany Comparison Month, U.S. City Averagethen Tenant shall pay to Landlord or Landlord's Agent, All Itemsas Additional Rent for and during the next CPI Year, 1982commencing on the first day of the next CPI Year, an amount (the "CPI ADJUSTMENT") equal to the product obtained by multiplying thirty-84= 100five percent (35%) of the actual Base Rent payable for those respective portions of the Premises identified on Exhibit N for such CPI Year by a fraction, calculated the numerator of which is the Consumer Price Index for the Comparison Month minus the Consumer Price Index for the Base Month and published by the United States Department denominator of Laborwhich is the Consumer Price Index for the Base Month, Bureau provided, however, that in no event shall such fraction described above and used in computing the CPI Adjustment for any Comparison Year exceed those amounts set forth on the attached Exhibit N. No CPI Adjustment payment shall be payable for any Base Year. (ii) No CPI Adjustment payment shall be payable for a period of Labor Statisticssixteen (16) consecutive months commencing on the Commencement Date. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment for each CPI Year shall be paid during the CPI Year in advance on the first day of each calendar month in installments each equal to 1/12th of the CPI Adjustment, except in the second year of the Term, when such payments shall be made in eight (8) equal monthly installments during the last eight (8) months of such year. Prior to any payment due under this Ground Lease such time as the Consumer Price Index shall be available for any the Comparison Month, Landlord shall be entitled to reasonably estimate what the Consumer Price Index will be for the Comparison Month on a uniform basis for all Building tenants, and Tenant shall make monthly CPI Adjustment Period payments in accordance with such estimate. As soon as the Consumer Price Index for the Comparison Month is published. Landlord shall advise Tenant in writing of the actual Consumer Price Index for the Comparison Month and if the result of such estimated CPI Adjustment would be payments made to (a) reduce the amount of such payment to an amount that is date by Tenant have been less than the amount CPI Adjustment payments due through such date, Tenant shall within ten (10) days of such payment due for notice pay such difference to Landlord. If the immediately preceding estimated CPI Adjustment Period or payments made by Tenant to that date have been more than the actual CPI Adjustment payments due, Landlord shall within ten (b10) to raise the amount days of such payment notice pay such difference to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period Tenant. (iii) If the manner in which the Consumer Price Index as determined by the Department of Labor shall be calculated substantially revised, or if the 1982-1984 average shall no longer be used as an index of 100, an equitable adjustment shall be made in such revised index so as to obtain the result that would have been obtained if the Consumer Price Index had not been so revised or if said average was still in use. If the Consumer Price Index shall become unavailable to the public because publication is discontinued, or otherwise, Landlord will substitute therefor a comparable index based upon changes in the cost of living or purchasing power of the consumer dollar published by the Tenantanother governmental agency or, and the if no such index shall then be available, a comparable index published by a major bank or other financial institution or by a university or a recognized financial publication. If Tenant shall deliver written notice of Tena▇▇'▇ ▇bjection to the a substitute index selected by Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement of any Adjustment Period. If the Landlord disagrees with the Tenant’s calculation of the CPI Percentage Increase, then the Landlord shall deliver dispute as to the Tenant written notice, describing the basis for such disagreement what index should be substituted may be submitted to arbitration in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed accordance with the calculation of the CPI Percentage Increase set forth in such CPI NoticeParagraph 33 hereof.

CPI Adjustment. If CPI Percentage Increase (a) On the first day of the fifth, tenth, and fifteenth anniversary of the Lease (each such day being the "Adjustment Date"), the Base Rent shall be the sum of: (i) the then Base Rent for the month immediately preceding the Adjustment Date, plus (ii) the product obtained by multiplying said Base Rent by the percentage increase in the Index (as defined belowhereinafter defined) which is measured from (A) the Index published for the month which is sixty (60) months (not including the month of the Adjustment Date) immediately preceding the Adjustment Date to (B) the Index published for the month immediately preceding the Adjustment Date. Notwithstanding anything to the contrary contained in this paragraph 1.5.2, the adjusted Base Rent shall not be more than [***] fifteen percent (15%) of the Base Rent for the relevant month immediately preceding the Adjustment Period, then Date and not less than the Base Rent immediately preceding the Adjustment Date. The Base Rent payable during that following an adjustment under the terms of this paragraph 1.5.2 shall continue at the adjusted level until the next Adjustment Period Date. Once determined, Lessor shall give Lessee written notice of the Base Rent adjusted pursuant to this paragraph 1.5.2, subject to retroactive adjustment to account for the adjusted Base Rent due for the period between the Adjustment Date and the date notice is given by Lessor to Lessee. Notwithstanding anything contained in this Lease to the contrary, only the Base Rent shall be adjusted upward by a percentage equal pursuant to this paragraph 1.5.2 and there shall be no adjustment to the CPI Percentage Increase Additional Base Rent (as defined belowhereinafter). (b) applicable to such Adjustment PeriodFor purposes herein, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “"Index" shall be the "Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban WorkersIndexes, Pacific Cities and U.S. City AverageAverage All Items Indexes, All Items1982- ▇▇▇▇=▇▇▇, 1982▇▇▇ ▇▇▇▇▇▇▇▇▇-84= 100, calculated and ▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇," as published by the United States Department of Labor, 's Bureau of Labor Statistics. The “CPI Percentage Increase” shall meanIn the event the Index for the month immediately preceding the Adjustment Date, with respect to any is not available on the Adjustment PeriodDate, [***]. For the avoidance of doubt, no CPI Adjustment adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result of such CPI Adjustment would be to (a) reduce the amount of such payment to an amount that is less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice retroactive to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after Adjustment Date as soon as it is available. Should the commencement Bureau of any Adjustment Period. If Labor Statistics discontinue the Landlord disagrees with the Tenant’s calculation publication of the CPI Percentage Increaseabove Index, or publish same less frequently, or alter same in some manner, then the Landlord Lessor shall deliver to the Tenant written noticeadopt a substitute Index or substitute procedure which reasonably reflects and monitors consumer prices, describing the basis without necessity for such disagreement in reasonable detail (a “CPI Disagreement Notice”), not later than thirty (30) days after delivery amendment of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticethis Lease.

CPI Adjustment. If (a) The Fair Market Value of the Premises and each Phase thereof shall be adjusted by the CPI Percentage Adjustment as of each CPI Adjustment Date during the Initial Term. (b) If, as of any CPI Adjustment Date, there exists any CPI Adjustment Carryover Increase (as defined below) is more than [***] for the relevant from any prior CPI Adjustment Period, then the Rent payable during that Adjustment Period shall be adjusted upward by a percentage equal to the CPI Percentage Increase (as defined below) applicable to such Adjustment Period, but not to exceed an adjustment during any Adjustment Period of greater than [***]. The term “Consumer Price Index” shall mean the unadjusted Consumer Price Index for All Urban Workers, U.S. City Average, All Items, 1982-84= 100, calculated and published by the United States Department of Labor, Bureau of Labor Statistics. The “CPI Percentage Increase” shall mean, with respect to any Adjustment Period, [***]. For the avoidance of doubt, no CPI Adjustment shall be made to any payment due under this Ground Lease for any Adjustment Period if the result increased by application of all or a portion of such CPI Adjustment would Carryover Increase to the CPI Adjustment to be to (a) reduce the amount applied as of such payment CPI Adjustment Date, but only to an amount the extent that such increase would not cause such CPI Adjustment to exceed the Maximum CPI Adjustment. If less than all of any CPI Adjustment Carryover Increase is applied as of any CPI Adjustment Date, then the remainder of such CPI Adjustment Carryover Increase shall be carried over to the next succeeding CPI Adjustment Dates until fully applied. CPI Adjustment Carryover Increases may be accumulated over successive CPI Adjustment Periods, to the extent not applied as herein provided. (c) If, as of any CPI Adjustment Date, there exists any CPI Adjustment Carryover Decrease from any prior CPI Adjustment Period, then the CPI Adjustment shall be decreased by application of all or a portion of such CPI Adjustment Carryover Decrease to the CPI Adjustment to be applied as of such CPI Adjustment Date, but only to the extent that such increase would not cause such CPI Adjustment to be less than the amount of such payment due for the immediately preceding Adjustment Period or (b) to raise the amount of such payment to an amount that is greater Minimum CPI Adjustment. If less than [***]. For illustrative purposes only, [***]. The CPI Percentage Increase for any Adjustment Period shall be calculated by the Tenant, and the Tenant shall deliver written notice to the Landlord describing such calculation in reasonable detail (a “CPI Notice”) no later than thirty (30) days after the commencement all of any CPI Adjustment Period. If the Landlord disagrees with the Tenant’s calculation Carryover Decrease is applied as of the any CPI Percentage IncreaseAdjustment Date, then the Landlord remainder of such CPI Adjustment Carryover Decrease shall deliver be carried over to the Tenant written noticenext succeeding CPI Adjustment Dates until fully applied. CPI Adjustment Carryover Decreases may be accumulated over successive CPI Adjustment Periods, describing to the basis for such disagreement in reasonable detail (a “CPI Disagreement Notice”), extent not later than thirty (30) days after delivery of the CPI Notice. If the Landlord fails to deliver a CPI Disagreement Notice within thirty (30) days after delivery of any CPI Notice, then the Landlord shall be conclusively deemed to have agreed with the calculation of the CPI Percentage Increase set forth in such CPI Noticeapplied as herein provided.