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Alternative Rent Adjustment Clause for CPI Increases:
<br />On each fifth annual anniversary date of the Commencement Date of this Lease, Lessor shall
<br />adjust the Minimum Rent in the same percentage as the increase, if any, in the Consumer Price Index
<br />~ (the "Index") published by the United States Department of Labor, Bureau of Labor Statistics. The
<br />change shall be computed ~by comparing the schedule entitled "U.S. City Average, All Items, All Urban
<br />Consumers, 1982-84=100 for the latest available month preceding the month in which the Term
<br />commenced with the same figure for the same month in the years for which the adjustment is
<br />computed. All comparisons shall be made using Index figures denved from the same base period and
<br />in no event shall this provision operate to decrease the Mimmum Rent for the Premises below the initial
<br />stated Minimum Rent. If the Index cited above is revised or discontinued during the Term, then the
<br />Index that is designated to replace it by the Portland Association of Building Owners and Managers
<br />shall be used.
<br />Alternative Rent Adjustment Clause Based on Appraisal:
<br />On each fifth annual anniversary of the Commencement Date of this Lease, the Minimum
<br />Rent shall be increased to reflect any increase in the prevailing interest rate or increase in the fair market
<br />value of the Premises disregarding the existence of this Lease and any Improvements on the Premises
<br />constructed by Lessee. The annual Minimum Rent shall be determined by multiplying the annual
<br />prevailing interest rate by the then- fair market value of the Premises. The prevailing mterest rate shall
<br />mean [*]. If the parties cannot agree on the fair mazket value of the Premises, then the matter shall be
<br />settled by final and binding arbitration. Each party shall appoint one of the arbitrators, and, if the
<br />parties cannot agree, then a third arbitrator shall be appointed by a presiding judge of the Marion
<br />County, Oregon, Circuit Court. All arbitrators shall be MAI ceRified appraisers experienced in the
<br />appraisal of the fair market value of commercial land in the Salem, Oregon, metropolitan area. Each
<br />party shall submit its position to the arbitrators, and the jurisdiction of the arbitrators shall be limited to
<br />selectmg as the prevailing position the value proposed by one of the parties. The losing party shall pay
<br />all the costs of the arbitration and the reasonable attorney fees incurred in the arbitration by the
<br />prevailing party. Except as otherwise provided, the procedures for the arbitration shall be in accordance
<br />with the rules of the Marion County, Oregon, Circuit Court Arbitration Program.
<br />~ Alternative Percentage Rent Provisions:
<br />Lessee agrees to pay monthly to Lessor the amount ("Percentage Rent"), if any, by which
<br />[*]% of Gross Sales, made from or on the Premises during the month, exceeds [*] per month ($[*] per
<br />year). On or before the 90th day following each Lease Year, Lessee shall furnish Lessor a certified
<br />statement of annual Gross Sales showing a calculation of the Percentage Rent payable for the Lease
<br />Yeaz. The term Lease Year shall mean each period of 12 months beginning on the Commencement
<br />Date and each annual anniversary of the Commencement Date and endmg on the day before the next
<br />such anniversary except for the last Lease Yeaz, which shall end on the expiration of the Term or earlier
<br />ternunation date of this Lease. If Lessee's statement indicates the amount owing exceeds the Percentage
<br />Rent already paid for the Lease Year, Lessee shall remit the difference with such statement. If the
<br />statement shows Lessee has overpaid the Percentage Rent, Lessee shall be entitled to a credit in the
<br />amount of the difference against the next month's rent. The Percentage Rent shall be computed and
<br />paid as provided below. "Gross Sales" means the gross amounts paid by customers or purchasers for all
<br />merchandise or services sold, leased, licensed, or delivered in or from the Premises by Lessee, its
<br />permitted sublessees, licensees, or concessionaires, whether for cash or on credit (whether collected or
<br />not), and all other receipts of all business conducted on or from the Premises, including but not limited
<br />to the gross amounts received by reason of mail or telephone orders received or filled at the Premises,
<br />deposits not refunded to purchasers or customers, sales to employees, sales of gift or merchandise
<br />certificates, sales through vending machines or other devices, orders taken on the Premises even though
<br />filled elsewhere, and any sums received from pay telephones, stamp machines, amusement machines,
<br />and vending machines located on the Premises. Any transaction on an installment basis or involving
<br />extension of credit shall be treated as a sale for the full price at the time of the transaction, regardless of
<br />the time or amount of payment received. Gross Sales shall not include, or if included there shall then be
<br />deducted (but only to the extent they have been included), the following:
<br />(1) The purchase price of all merchandise returned by purchasers and accepted for full
<br />credit or the amount of discounts, refunds, and allowances made on such returned merchandise.
<br />Ground Lease Courthouse Square
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