Common use of Rent Adjustment Clause in Contracts

Rent Adjustment. Basic Assumptions Incorrect. Except to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) of the Code, notwithstanding anything herein (other than Article 19) to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "Repositioning"), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) days.

Rent Adjustment. Basic Assumptions IncorrectChange in Franchise Affiliation or Change in Scope of Work. Except to the extent that doing so would cause Lessor to recognize income other than "“rents from real property" ” as defined in Section 856(d) of the Code, notwithstanding anything herein (other than Article 19) to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, Rent and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the HotelHotel (that were not planned as of the Commencement Date), or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "“Repositioning"”), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 25.1 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) days.

Rent Adjustment. Basic Assumptions IncorrectChange in Franchise Affiliation or Change in Scope of Work. Except to the extent that doing so would cause Lessor to recognize income other than "“rents from real property" ” as defined in Section 856(d) of the Code, notwithstanding anything herein (other than Article 19) to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, Rent and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the HotelHotel (that were not planned as of the Commencement Date)l, or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "“Repositioning"”), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint Rent and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 25.1 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) days.

Rent Adjustment. Basic Assumptions Incorrect. Except In case of termination pursuant to Sections 19.2 or 19.3 above, the Base Rent and Operating Expenses shall be reduced by a proportionate amount based upon the extent to which such damage interferes with Tenant’s ability to operate in the Premises, and Tenant shall pay such reduced Base Rent and Operating Expenses up to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) date of vacation of the Code, notwithstanding anything herein (other than Article 19) Premises; provided that Landlord receives all proceeds of Tenant’s business interruption insurance up to the contraryamount by which Base Rent and Operating Expenses are so reduced, less any rental loss insurance proceeds payable to Landlord from Landlord’s insurance coverage on account of such casualty. If Landlord is required or elects to make repairs, and Tenant does not terminate this Lease pursuant to Section 19.3, this Lease shall remain in full force and effect except that Tenant shall be entitled to a proportionate reduction of Base Rent and Operating Expenses from the date of such casualty and during the period such repairs are being made by a proportionate amount based upon the extent to which such damage interferes with Tenant’s ability to operate in the Premises; provided that Landlord receives all proceeds of Tenant’s business interruption insurance up to the amount by which Base Rent and Operating Expenses are so reduced less any rental loss insurance proceeds payable to Landlord from Landlord’s insurance coverage on account of such casualty. The full amount of Base Rent and Operating Expenses shall again become payable immediately upon the completion of such work of repair, reconstruction or restoration that Landlord is obligated to complete; provided however that, if the damage includes Tenant Improvement Work that Tenant is obligated to repair or replace, the full amount of Base Rent and Operating Expenses shall again become payable on the earlier of (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope when Tenant completes Tenant’s repairs or cost of substantial renovations or other capital improvements to the Hotelreplacements, or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "Repositioning"), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days after the completion by Landlord of such work of repair, reconstruction or restoration that Landlord is obligated to thirty (30) dayscomplete and the delivery of the Premises to Tenant for its repair and restoration work. The repairs to be made by Landlord under this Article shall not include, and Landlord shall not be required to repair, any casualty damage to the Tenant Improvement Work, Tenant’s Property or any Alterations.

Rent Adjustment. Basic Assumptions Incorrect. Except to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) of the Code, notwithstanding anything herein (other than Article 19) to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions (as set forth in the Master Hotel Agreement or the schedules thereto) upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Room Revenue Breakpoint, Breakpoint and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a material change occurring after the Commencement Date in the timing (whether as to the commencement, duration and/or completion date) of any Contemplated Renovations that were planned as of the Commencement Date, (B) a decision to re-brand the Hotel that is made after the Commencement Date, (BC) the scope or cost of substantial renovations or other capital improvements (other than Contemplated Renovations that were planned as of the Commencement Date) to the Hotel, or (CD) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "RepositioningREPOSITIONING"), and (ii) Lessor and Lessee so agree in writingwriting (or, with respect to Repositionings (i) during the years 1999 and 2000 or (ii) that are approved by both Lessor and Lessee, are directed to do so by an arbitrator, as set forth below), then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Room Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Room Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Room Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, exists as to the existence of the occurrence of a Repositioning during 1999 or 2000, or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Room Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioningRepositioning, the dispute may be submitted by either party to arbitration under Section 25.2 22.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 22.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) days.

Rent Adjustment. Basic Assumptions Incorrect. Except The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(done hundred percent (100%) of the CodeFair 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, notwithstanding anything herein (other than Article 19) to commencing at that time, on the contrary, if (i) the facts same terms and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in conditions as this Lease. In determining the Base Fair Market Rent, the Suite Revenue Breakpointfair 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, and 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 Percentage Minimum Annual Rent during any Extension Term be less than the highest Minimum Annual Rent payable hereunder become materially incorrect solely as during the immediately preceding term. Without limiting the foregoing, if Tenant delivers to Landlord a result of (A) a decision written objection to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned as Landlord’s calculation of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "Repositioning"), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, Adjustment within thirty (30) days after the date Tenant’s receipt of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence Landlord’s determination of the occurrence 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 a Repositioning its option to extend, or Tenant may choose arbitration to determine the adjustments Rent Adjustment. If Tenant chooses arbitration, Tenant shall give Landlord written notice of its desire to be made 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 amounts or percentages Rent Adjustment for the Base RentLeased Premises. Each appraiser so selected shall be either a MAI appraiser or a licensed real estate broker, Suite Revenue Breakpoint 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 Percentage with a working knowledge of current rental rates and practices. If the two appraisers cannot agree upon the Rent hereunder as a result Adjustment for the Leased Premises within twenty (20) days after their appointment, then, within ten (10) days after the expiration of any repositioningsuch twenty (20) day period, the dispute may 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 submitted by either party 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 arbitration under Section 25.2 hereof for resolution (during which period Lessee provide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease)be deemed retracted; provided, however, that for purposes of applying the procedures in Section 25.3 if Tenant’s right to such arbitrationretract its option to extend is null and void pursuant to Article 9 above, the target deadline therein for concluding the arbitration then Tenant shall be shortened from ninety deemed to have provided the Arbitration Notice. The Monthly Rental Installments shall be an amount equal to one-twelfth (901/12) days to thirty (30) daysof 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. Basic Assumptions Incorrect. Except to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) of the Code, notwithstanding anything herein (other than Article 19) to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage The Minimum Annual Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "Repositioning"), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using applicable Extension Term shall be shall be reasonably determined by Landlord based on the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable monthly rent charged to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages prospective renewing tenants for the Base RentBuilding and comparable buildings (e.g., Suite Revenue Breakpoint buildings of comparable age, physical condition, number of stories, total size, comparable location) in the area in which the Leased Premises are located, taking into account all financial terms, including without limitation, base rent, free rent, escalations, work contributions and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent allowances and Percentage Rent as required under Section 3.1 of this Lease)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 purposes 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 applying the procedures in Section 25.3 Rent Adjustment within ten (10) 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) days after Tenant’s written objection then Tenant may retract its exercise of its option to such 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) day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, the target deadline therein parties shall each appoint an appraiser to determine the Rent Adjustment for concluding the arbitration Leased Premises. Each appraiser so selected shall be shortened from ninety either a MAI appraiser or a licensed real estate broker, each having at least ten (9010) 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 thirty (30) daysprovide the Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted.

Rent Adjustment. Basic Assumptions Incorrect. Except In the event of a taking of the ------------- --------------- character referred to in Section 14.03, this Lease shall terminate as to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) portion of the Code, notwithstanding anything herein (other than Article 19) to Leased Premises so taken. No such partial taking shall affect the contrary, if Rent payable hereunder unless (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope taking includes or cost of substantial renovations affects leasable or other capital improvements to the Hotelincome producing space, or (Cii) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting taking has or will have, in significant disruption of Tenant's reasonable judgment, an adverse effect upon the operations of the Hotel Leased Premises or Improvements. In either of such events, upon the request of Tenant (collectivelyand payment to Landlord of the payment, a "Repositioning"if any, agreed upon pursuant to Section 14.03), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions payable for the affected periods, using balance of the same methodology Term of this Lease shall be equitably and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after proportionately reduced from the date of written certification from either Lessee such taking. If Landlord and Tenant cannot agree upon the amount of such reduction in Base Rent (or Lessor payment out of Condemnation Proceeds pursuant to Section 14.03), they shall be determined on a consistent basis by an independent appraiser with M.A.I. credentials selected by agreement of Landlord and Tenant or, in the other party that absence of agreement on a good faith dispute existssingle appraiser, as to the existence by an independent appraiser with M.A.I. credentials selected by agreement of the occurrence appraisers appointed (one each) by Landlord and Tenant. Until the amount of a Repositioning or the adjustments to be made to the amounts or percentages for reduction in the Base RentRent has been determined, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee Tenant shall continue to pay Landlord the Base Rent and Percentage provided for herein. Upon determination of the reduction in Base Rent, Tenant shall be entitled to credit the amount by which any Base Rent theretofore paid by Tenant for such period exceeds the amount of the Base Rent for such period as required so reduced against the first installments of Base Rent thereafter payable under Section 3.1 of this the Lease); provided, however, that for purposes if at the time of applying such determination the procedures in Section 25.3 Term has ended or such credit exceeds the amount of all future installments of Base Rent payable hereunder, Landlord shall pay to Tenant an amount equal to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) daysexcess upon demand.

Rent Adjustment. Basic Assumptions Incorrect. Except to the extent that doing so would cause Lessor to recognize income other than "“rents from real property" ” as defined in Section 856(d) of the Code, notwithstanding anything herein (other than Article 19) to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "“Repositioning"”), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) days.

Rent Adjustment. Basic Assumptions IncorrectThe minimum rent provided for in Article III below shall be adjusted on the first day of , and at the beginning of each five-year period thereafter, including option periods, if exercised and permitted. Except The rent adjustments are due to changes in the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) purchasing power of the Code, notwithstanding anything herein United States Dollar. It is necessary to establish a base in order to provide for this adjustment. This base has been the Consumer Price Index (other than Article 19CPI) to the contrary, if for All Urban Consumers (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned as of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "Repositioning"All Items), and (ii) Lessor this base shall be retained for the purposes of this Amended Lease. The rent has been under the original Lease, and Lessee so agree shall be adjusted at the end of each five year or sixty month period, including any exercised option period, that this Amended Lease remains in writingeffect. The rent adjustment will be equal to the percentage change in the index from the effective date of the original Lease. As an example, if the index increased by ten percent during the first five year period of the Lease, then Lessor beginning with the sixty first month of the Lease, the rent would have increased by ten percent per year and Lessee shall, in good faith, negotiate modifications remain at that figure until the end of the 120th month. At that time the rent would have again been adjusted according to the Base Rentchange in the index. This adjustment procedure shall continue until this Lease is terminated, Suite Revenue Breakpoint and Percentage Rent shall apply during all periods when the Lease term may be extended. Such term "Index" shall include any substitute or successor of the relevant CPI whether prepared by the Department of Labor or by any other department or bureau of the United States Government. If there is any change in the rent payable under the Amended Lease due to adjust (i.e.changes in the Consumer Price Index for All Urban Consumers as outlined above, increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change is to be considered merely an "adjustment" and not as any increase in basic assumptions for rent, and, therefore, it is not to be subject to any Government rent control rules or other law that might subsequently be promulgated. The Consumer Price Index referred to is entitled: The Consumer Price Index - All Urban Consumers, United States City Average, (1982-84 = 100) under expenditure Category "All Items", reflecting the affected periodschange in prices of goods and services published by the Bureau of Labor Statistics, using United States Department of Labor. Periodically, depending upon the same methodology and other basic assumptions as were initially utilized violence in determining the Base Rentfluctuation in the value of the United States Dollar, Suite Revenue Breakpoint and Percentage Rent hereundera new base period with an index of 100.0 is established by the U.S. Department of Labor. If Lessor and Lessee are unable When this is done a Conversion Factor is also established to agree, within thirty (30) days after be used in converting the date of written certification from either Lessee or Lessor New Consumer Price Index to the other party that a good faith dispute exists, as former one. This factor shall be used to convert to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) daysNew Price Index.

Rent Adjustment. Basic Assumptions Incorrect. Except On or prior to Closing Date, (a) each of the Lessees has paid any amounts that are due and outstanding under the applicable BCC Lease Documents relating to the extent that doing so would cause Lessor to recognize income other than "rents from real property" as defined in Section 856(d) applicable Facility (and the applicable portion of the CodeLeased Property relating thereto) conveyed to the applicable Title Designee, notwithstanding anything herein including, without limitation, all Rent (other than Article 19a final accounting of Additional Rent as required below) to due under the contraryapplicable Lease, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned prorated as of the Commencement Closing Date, and (b) resulting notwithstanding anything to the contrary set forth in significant disruption the Leases, the applicable Title Designees will pay to Seller on behalf of the operations applicable Lessees, as an adjustment to the Price on the Closing Date, an amount equal to the Seller's reasonable estimate of the Hotel Additional Rent due for the quarter in which the Closing Date occurred (collectively, a the "RepositioningClosing Quarter"), and (ii) Lessor and Lessee so agree in writingas more particularly shown on the Allocation Schedule, then Lessor and Lessee shall, in good faith, negotiate modifications to which amounts have been approved by the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunderLessee. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from Within ninety (90) days after the Closing Date, Balanced Care shall deliver to thirty the Seller, for each Facility, an Officer's Certificate reasonably acceptable to the Seller and certified by the chief financial officers of the applicable Lessee and Balanced Care, setting forth the Gross Revenues for such Facility for the period from the commencement of the Closing Quarter through the Closing Date. A final reconciliation of the Additional Rent due under each Lease for the Closing Quarter shall be made based upon such Officer's Certificate. If, as a result of such reconciliation, (30a) daysthe Additional Rent determined to be due under each Lease for the Closing Quarter exceeds the amount paid by the applicable Lessee on or prior to the Closing Date, then Balanced Care agrees to pay, or to cause the applicable Lessee to pay, such difference to the Seller within ten (10) days after such final reconciliation, or (b) the Additional Rent determined to be due under each Lease for the Closing Quarter is less than the amount paid by the applicable Lessee on or prior to the Closing Date, then the Seller agrees to refund such overpayment to the applicable Lessee within ten (10) days after such final reconciliation, which obligation shall survive the acceptance by the Title Designees of the Seller's deeds to the Leased Property.

Rent Adjustment. Basic Assumptions Incorrectupon Full Payment of Authority Promissory Note or 20th anniversary of Commencement Date. Except As to each Phase, upon the later to occur of (i) full payment of the Authority Promissory Note or (ii) the twentieth (20th) anniversary of the Commencement Date for the applicable Ground Lease, the Rent due under the applicable Ground Lease(s) shall be reset based on the fair market value of the remaining leasehold interest under the Ground Lease (taking into account the restrictions recorded against the Site, hereinafter referred to as the ―Recorded Restrictions,‖ to the extent the Recorded Restrictions remain applicable and enforceable) 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 Authority Executive Director and the applicable Developer), who shall take into account the cumulative amounts which have been actually paid to the Authority as Rent under the applicable Ground Lease, including without limitation taking into consideration the remaining balance, if any, on the applicable Authority Subordinate Loan as of the time of the appraisal, and including a reasonable return on investment of between eight percent (8%) and ten percent (10%). Such independent appraisal(s) shall determine the fair market value of the Phase A Site and the Phase B Site, as applicable, at the highest and best use of the Phase A Site or the Phase B Site, as applicable, (but taking the Recorded Restrictions into account, to the extent the Recorded Restrictions remain applicable and enforceable) at the time of such appraisal but shall also take into consideration an overall fair market ground lease rent over the 65-year Term of the applicable Ground Lease with an objective that doing so would cause Lessor the Authority receive over such 65-year term cumulatively a fair market value ground lease rent (taking the Recorded Restrictions into account, to recognize income other than "rents from real property" the extent the Recorded Restrictions remain applicable and enforceable) under the applicable 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, to the extent the Recorded Restrictions remain applicable and enforceable) over the 65-year Term of the Ground Lease, then the appraiser shall take that fact into consideration when determining an adjusted fair market Rent for the 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, to the extent the Recorded Restrictions remain applicable and enforceable) over the 65-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 the applicable Ground Lease, as defined in Section 856(ddetermined by the independent appraiser as described above, with the Rent due and required to be paid annually under the Ground Lease shall be re-adjusted to the lesser of (1) such appraised rent for the applicable Phase of the Project (to be increased by 20% every five (5) years to account for inflation), or (2) eighty-five percent (85%) of the CodeResidual Receipts for such Phase. In any year, notwithstanding anything herein if the appraised value rent (other than Article 19to be increased by 20% every five (5) years to account for inflation) exceeds eighty-five percent (85%) of the Residual Receipts for such Phase, the amount by which such appraised value rent (increased by 20% every five (5) years to account for inflation) exceeds eighty-five percent (85%) of the Residual Receipts for such Phase to be paid pursuant to this subdivision (b) in a given year shall accrue and be carried over and added to the contrary, if (i) the facts and circumstances underlying the documented, basic assumptions upon which both Lessor and Lessee have relied in determining the Base Rent, the Suite Revenue Breakpoint, and the Percentage Rent payable hereunder become materially incorrect solely as a result of (A) a decision to re-brand the Hotel that is made after the Commencement Date, (B) the scope or cost of substantial renovations or other capital improvements to the Hotel, or (C) the implementation of any other hotel repositioning strategies (that were not planned as amount of the Commencement Date) resulting in significant disruption of the operations of the Hotel (collectively, a "Repositioning"), and (ii) Lessor and Lessee so agree in writing, then Lessor and Lessee shall, in good faith, negotiate modifications to the Base Rent, Suite Revenue Breakpoint and Percentage Rent to adjust (i.e., increase, decrease or reallocate among revenue categories) be paid in later years for such Base Rent, Suite Revenue Breakpoint and Percentage Rent to reflect such change in basic assumptions for the affected periods, using the same methodology and other basic assumptions as were initially utilized in determining the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder. If Lessor and Lessee are unable to agree, within thirty (30) days after the date of written certification from either Lessee or Lessor to the other party that a good faith dispute exists, as to the existence of the occurrence of a Repositioning or the adjustments to be made to the amounts or percentages for the Base Rent, Suite Revenue Breakpoint and Percentage Rent hereunder as a result of any repositioning, the dispute may be submitted Phase by either party to arbitration under Section 25.2 hereof for resolution (during which period Lessee shall continue to pay Base Rent and Percentage Rent as required under Section 3.1 of this Lease); provided, however, that for purposes of applying the procedures in Section 25.3 to such arbitration, the target deadline therein for concluding the arbitration shall be shortened from ninety (90) days to thirty (30) daysDeveloper.