Common use of Annual Adjustments Clause in Contracts

Annual Adjustments. Base Rent (exclusive, however, of any increase in Base Rent attributable to the TI Allowance) shall be increased on each annual anniversary of the Commencement Date during the Term of this Lease (each an “Adjustment Date”) by multiplying the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means (i) a fraction, stated as a percentage, the numerator of which shall be the Index for the calendar month 3 months before the month in which the Adjustment Date occurs, and the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during the Term of this Lease, less (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be used, or (b) in the event the Bureau of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 days of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduce, xxxxx, waive or diminish Tenant’s obligation to pay the adjusted Base Rent.

Annual Adjustments. Base Rent (exclusiveAfter the commencement of each year during the ------------------ hereof Landlord shall furnish to Tenant an itemized statement, howevercertified as correct by Landlord, setting forth the total Operating Expenses for the preceding calendar year, the amount of any increase in Base Rent attributable Tenant's Percentage Share of Operating Expenses and the payments made by Tenant with respect to the TI Allowance) shall be increased on each annual anniversary such calendar year. If Tenant's Percentage Share of the Commencement Date during actual Operating Expenses for such year exceeds the Term payment so made by Tenant, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of this Lease (each an “Adjustment Date”) by multiplying the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means (i) a fraction, stated as a percentage, the numerator of which shall be the Index for the calendar month 3 months before the month in which the Adjustment Date occurs, and the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during the Term of this Lease, less (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Indexstatement. If the Bureau payments so made by Tenant exceed Tenant's Percentage Share of Labor Statistics ceases to publish the Indexactual Operating Expenses, then (a) the substitute Index published by the Bureau of Labor Statistics Tenant shall be usedentitled to offset the excess against the next payment(s) due to Landlord on account of Operating Expenses (or, or (b) at the end of the term hereof, if Tenant is not in default hereunder, Landlord shall refund the event the Bureau overage to Tenant). Until Tenant receives a statement pursuant to Section 6.4 setting forth a new amount of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make Tenant's estimated Percentage Share of Operating Expenses for the new index comparable calendar year, Tenant shall continue to pay such Tenant's Percentage Share at the Indexrate being paid for the year just completed. Landlord shall give Tenant written notice indicating the Base RentMoreover, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment Landlord, or deduct from the rent, as the case may be, on the date required for the payment of Base Rent by Tenant within 30 days its Percentage Share of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduceOperating Expenses as adjusted, xxxxxthe difference, waive or diminish Tenant’s obligation to pay if any, between the monthly installments of estimated Operating Expenses so adjusted Base Rentfor the new calendar year and the monthly installments actually paid during each year since January 1st.

Annual Adjustments. Base Rent On or before April 1 of each calendar year, ------------------ Landlord will prepare and deliver to Tenant a statement setting forth the calculation of Tenant's actual Pro Rata Share of Electricity Costs and Pro Rata Share of Operating Costs for the previous calendar year. Within thirty (exclusive30) days after receipt of such statement, howeverTenant will pay to Landlord, or Landlord will credit against the next rental or other payment or payments due from Tenant, as the case may be, the difference between Tenant's actual Pro Rata Share of any increase in Base Rent attributable Electricity Cost and Pro Rata Share of Operating Costs for the preceding calendar year and Tenant's estimated Pro Rata Share of Electricity Costs and Pro Rata Share of Operating Costs paid by Tenant during such year. Tenant shall have the right to the TI Allowanceconduct an audit ("Tenant's Audit") shall be increased on each annual anniversary of the Commencement Date during Electricity Costs and the Term Operating Costs in respect of this Lease (each an “Adjustment Date”) by multiplying a calendar year provided that all the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means following conditions are met in strict accordance with their terms: (i) such audit is conducted within one (1) year after Landlord delivers to Tenant the calculation of Tenant's actual Pro Rata Share of Electricity Costs or Pro Rata Share of Operating Costs, as the case may be, for such calendar year (time being of the essence with respect thereto); and (ii) such audit is conducted at hours reasonably designated by Landlord by auditors who are employees of Tenant or by an accounting firm of national standing retained by Tenant. The results of Tenant's Audit shall be made available to Landlord. The result of Tenant's Audit shall be binding upon the parties unless Landlord, during the thirty (30) day period after receipt of Tenant's Audit, requests that another audit of the relevant costs be performed. If such request is timely made, Landlord and Tenant shall retain a fraction, stated as a percentagemutually acceptable accounting firm to conduct such audit (the "Mutual Audit"), the numerator results of which shall be binding upon the Index parties. The cost of the Mutual Audit shall be borne equally by Landlord and Tenant. Tenant shall pay the cost of Tenant's Audit; provided, however, that if Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord's calculation of the aggregate total of Electricity Costs and Operating Expenses was overstated by more than five percent (5%), then Landlord shall reimburse Tenant for the calendar month 3 months before cost of Tenant's Audit. If Tenant's Audit (or, in the month in which alternative, the Adjustment Date occursMutual Audit if one is conducted) determines that Landlord has charged, and Tenant has paid, Electricity Costs or Operating Costs in excess of such costs required to be paid by Tenant under the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during the Term terms of this Lease, less Landlord shall, at Landlord's election (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department notice of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index which election shall be used, subject sent to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be used, or (b) in the event the Bureau of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 twenty (20) days after the amount of Landlord’s notice to Tenant. Failure to deliver any such notice shall not reduceexcess has been finally determined), xxxxxeither (A) promptly reimburse Tenant the amount of such excess, waive or diminish Tenant’s obligation to pay the adjusted Base Rent.or

Annual Adjustments. Base Rent (exclusiveRent, howeveras increased pursuant to Section 4(a), of any increase in Base Rent attributable to the TI Allowance) shall be increased on each annual anniversary of the Commencement Date first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the relevant portion of the Base Rent payable immediately before such Adjustment Date adjustment by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Dateadjustment. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “"CPI Adjustment Percentage” " means (i) a fraction, stated as a percentage, the numerator of which shall be the Index for the calendar month 3 months before the month in which the Adjustment Date occursBase Rent adjustment is to be made, and the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date Base Rent adjustment or, if no prior Base Rent adjustment has been made, ; 3 months before the first day of the first full month during the Term of this Lease. Landlord shall give Tenant written notice indicating the Base Rent, less (ii) 1.00as adjusted pursuant to this Section, and the method of computation, and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within fifteen days of Landlord's notice to Tenant. “"Index” " means the “"Consumer Price Index-All Urban Consumers-San Francisco Boston, Massachusetts Metropolitan Area, All Items” " compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (19821 982-84 = 100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be used, or (b) in the event the Bureau of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 days of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduce, xxxxx, waive or diminish Tenant’s obligation to pay the adjusted Base Rent.

Annual Adjustments. Base Rent (exclusive, however, exclusive of any increase in Base Rent attributable to the TI AllowanceAdditional Tenant Improvement Allowance Rent) shall be increased on each annual anniversary of the Commencement Date during first day of the first full month of the Term of this Lease (each an “Adjustment Date”) by multiplying the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means (i) a fraction, stated as a percentage, the numerator of which shall be the Index for the calendar month 3 months before the month in which the Adjustment Date occurs, and the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during of the Term of this Lease, less (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Seattle, Tacoma, Bremerton WA Area, All Items” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be used, or (b) in the event the Bureau of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 15 days of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduce, xxxxx, waive or diminish Tenant’s obligation to pay the adjusted Base Rent.

Annual Adjustments. Base Rent On or before April 1 of each calendar year, ------------------ Landlord will prepare and deliver to Tenant a statement setting forth the calculation of Tenant's actual Pro Rata Share of Electricity Costs and Pro Rata Share of Operating Costs for the previous calendar year. Within thirty (exclusive30) days after receipt of such statement, howeverTenant will pay to Landlord, or Landlord will credit against the next rental or other payment or payments due from Tenant, as the case may be, the difference between Tenant's actual Pro Rata Share of any increase in Base Rent attributable Electricity Cost and Pro Rata Share of Operating Costs for the preceding calendar year and Tenant's estimated Pro Rata Share of Electricity Costs and Pro Rata Share of Operating Costs paid by Tenant during such year. Tenant shall have the right to the TI Allowanceconduct an audit ("Tenant's Audit") shall be increased on each annual anniversary of the Commencement Date during Electricity Costs and the Term Operating Costs in respect of this Lease (each an “Adjustment Date”) by multiplying a calendar year provided that all the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means following conditions are met in strict accordance with their terms: (i) such audit is conducted within one (1) year after Landlord delivers to Tenant the calculation of Tenant's actual Pro Rata Share of Electricity Costs or Pro Rata Share of Operating Costs, as the case may be, for such calendar year (time being of the essence with respect thereto); and (ii) such audit is conducted at hours reasonably designated by Landlord. The results of Tenant's Audit shall be made available to Landlord. The result of Tenant's Audit shall be binding upon the parties unless Landlord, during the thirty (30) day period after receipt of Tenant's Audit, requests that another audit of the relevant costs be performed. If such request is timely made, Landlord and Tenant shall retain a fraction, stated as a percentagemutually acceptable accounting firm to conduct such audit (the "Mutual Audit"), the numerator results of which shall be binding upon the Index parties. The cost of the Mutual Audit shall be borne equally by Landlord and Tenant. Tenant shall pay the cost of Tenant's Audit; provided, however, that if Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord's calculation of the aggregate total of Electricity Costs and Operating Expenses was overstated by more than five percent (5%), then Landlord shall reimburse Tenant for the calendar month 3 months before cost of Tenant's Audit. If Tenant's Audit (or, in the month in which alternative, the Adjustment Date occursMutual Audit if one is conducted) determines that Landlord has charged, and Tenant has paid, Electricity Costs or Operating Costs in excess of such costs required to be paid by Tenant under the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during the Term terms of this Lease, less Landlord shall, at Landlord's election (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department notice of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index which election shall be usedsent to Tenant within twenty (20) days after the amount of any such excess has been finally determined), subject to either (A) promptly reimburse Tenant the amount of such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be usedexcess, or (bB) in credit the event entire amount of such excess against the Bureau next installment of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to rent becoming due under this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 days of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduce, xxxxx, waive or diminish Tenant’s obligation to pay the adjusted Base RentLease.

Annual Adjustments. Base Rent On or before April 1 of each calendar year, ------------------ Landlord will prepare and deliver to Tenant a statement setting forth the calculation of Tenant's actual Pro Rata Share of Operating Costs for the previous calendar year. Within thirty (exclusive30) days after receipt of such statement, howeverTenant will pay to Landlord, or Landlord will credit against the next rental or other payment or payments due from Tenant, as the case may be, the difference between Tenant's actual Pro Rata Share of any increase in Base Rent attributable Operating Costs for the preceding calendar year and Tenant's estimated Pro Rata Share of Operating Costs paid by Tenant during such year. Tenant shall have the right to the TI Allowanceconduct an audit ("Tenant's Audit") shall be increased on each annual anniversary of the Commencement Date during Operating Costs in respect of a calendar year provided that all the Term of this Lease (each an “Adjustment Date”) by multiplying the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. “CPI Adjustment Percentage” means following conditions are met in strict accordance with their terms: (i) such audit is conducted within two (2) years after Landlord delivers to Tenant the calculation of Tenant's actual Pro Rata Share of Operating Costs for such calendar year (time being of the essence with respect thereto); and (ii) such audit is conducted at hours reasonably designated by Landlord. The results of Tenant's Audit shall be made available to Landlord. The result of Tenant's Audit shall be binding upon the parties unless Landlord, during the thirty (30) day period after receipt of Tenant's Audit, requests that another audit of the relevant costs be performed. If such request is timely made, Landlord and Tenant shall retain a fraction, stated as a percentagemutually acceptable accounting firm to conduct such audit (the "Mutual Audit"), the numerator results of which shall be binding upon the Index parties. The cost of the Mutual Audit shall be borne equally by Landlord and Tenant. Tenant shall pay the cost of Tenant's Audit; provided, however, that if Tenant's Audit (or, in the alternative, the Mutual Audit if one is conducted) determines that Landlord's calculation of Operating Expenses was overstated by more than five percent (5%), then Landlord shall pay the entire cost of the Mutual Audit and reimburse Tenant for the calendar month 3 months before cost of Tenant's Audit. If Tenant's Audit (or, in the month in which alternative, the Adjustment Date occursMutual Audit if one is conducted) determines that Landlord has charged, and Tenant has paid, Operating Costs in excess of such costs required to be paid by Tenant under the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during the Term terms of this Lease, less Landlord shall, at Landlord's election (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department notice of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index which election shall be usedsent to Tenant within twenty (20) days after the amount of any such excess has been finally determined), subject to either (A) promptly reimburse Tenant the amount of such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be usedexcess, or (bB) in credit the event entire amount of such excess against the Bureau next installment of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to rent becoming due under this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 days of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduce, xxxxx, waive or diminish Tenant’s obligation to pay the adjusted Base RentLease.

Annual Adjustments. Base Rent (exclusiveAny Interest Deficiency ------------------ revealed by any Annual Interim Reconciliation Statement shall, however, of any increase in Base Rent attributable to the TI Allowance) extent such Annual Interim Reconciliation Statement reveals Operating Profit Available For Series B Note Interest in excess of the amount calculated and adjusted as of the end of each Fiscal Quarter on each Quarterly Reconciliation Date and distributed during the applicable Fiscal Year, be remitted by Borrower to Lender on the Annual Interim Reconciliation Date, together with the Annual Interim Reconciliation Statement submitted by Borrower to Lender. Similarly, any Interest Deficiency revealed by the Annual Audited Statement shall, to the extent such Annual Audited Statement reveals Operating Profit Available For Series B Note Interest in excess of the amount calculated and adjusted as of the Annual Interim Reconciliation, be remitted by Borrower to Lender on the Annual Audited Reconciliation Date. To the extent that Operating Profit Available for Series B Note Interest for the Fiscal Year is less than the total amount of Series B Note Interest actually paid for the Fiscal Year (or payable based on the fourth Quarterly Reconciliation Statement for the Fiscal Year), then such excess payments together with any excess payments applied to the Series A Note or Series B Note pursuant to the priority set forth above shall be increased on each annual anniversary adjusted as appropriate so that the total amount of Series B Note Interest actually paid for the Commencement Date Fiscal Year does not exceed the cumulative Operating Profit Available For Series B Note Interest for the Fiscal Year as set forth in the Annual Interim Reconciliation Statement, and as confirmed or adjusted, as the case may be, in accordance with the Annual Audited Statement. In the event that adjustments are required as aforesaid, any Pari Passu Distributions during those Fiscal Quarters to Borrower shall be refunded by Borrower to Lender as appropriate to make such adjustments and any Pari Passu Distributions made during those Fiscal Quarters to Lender and deposited in the Pari Passu Account and not otherwise disbursed for an Interest Deficiency during the Term of this Lease (each an “Adjustment Date”) by multiplying the relevant portion of the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month Fiscal Year shall be prorated. “CPI Adjustment Percentage” means (i) a fraction, stated refunded by Lender to Borrower as a percentage, the numerator of which shall be the Index for the calendar month 3 months before the month in which the Adjustment Date occurs, and the denominator of which shall be the Index for the calendar month 3 months before the last Adjustment Date or, if no prior Base Rent adjustment has been made, 3 months before the first day of the first full month during the Term of this Lease, less (ii) 1.00. “Index” means the “Consumer Price Index-All Urban Consumers-San Francisco Metropolitan Area, All Items” compiled by the U.S. Department of Labor, Bureau of Labor Statistics, (1982-84 = 100). If a substantial change is made in the Index, the revised Index shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the revised Index comparable to the prior Index. If the Bureau of Labor Statistics ceases to publish the Index, then (a) the substitute Index published by the Bureau of Labor Statistics shall be used, or (b) in the event the Bureau of Labor Statistics does not publish a substitute Index, the successor or most nearly comparable index, as reasonably determined by Landlord, shall be used, subject to such adjustments as Landlord may reasonably deem appropriate in order to make the new index comparable to the Index. Landlord shall give Tenant written notice indicating the Base Rent, as adjusted pursuant to this Section, and the method of computation and Tenant shall pay to Landlord an amount equal to any underpayment of Base Rent by Tenant within 30 days of Landlord’s notice to Tenant. Failure to deliver such notice shall not reduce, xxxxx, waive or diminish Tenant’s obligation to pay the adjusted Base Rentadjustments.