Common use of Rent During Extended Term Clause in Contracts

Rent During Extended Term. The Monthly Rent during the first year of the Extended Term shall be the fair-market rent of the Premises as Tenant and Landlord shall reasonably agree, but in no event less than the Monthly Rent payable immediately prior to the Extended Term. If Landlord and Tenant are unable to establish the fair-market rent prior to thirty (30) days in advance of the commencement of the Extended Term, the fair-market rent shall be determined by a single MAI certified real estate appraiser ("Appraiser") jointly selected by Landlord and Tenant. If they cannot in good faith agree to a single Appraiser by commencement of the Extended Term, the fair-market value shall be determined by a majority of three Appraisers, one selected by Landlord, one selected by Tenant, and one selected by the two previously selected Appraisers. After commencement of the Extended Term, Landlord and Tenant each shall give notice of its selection of a Appraiser to the other party. If either Landlord or Tenant fails or refuses to select an Appraiser within fifteen (15) days after receipt of written notice of the other party's selection of an Appraiser, the fair-market rent shall be determined by the single Appraiser selected. The Appraiser (or Appraisers) shall determine the fair-market rent as soon as possible. If a majority of the three Appraisers are unable to agree upon the fair-market rent within thirty (30) days after the appointment of the first Appraiser, the fair-market rent shall be an amount equal to the average of the three values determined by the Appraisers, excluding any fair-market rent which is ten percent (10%) greater than or ten percent (10%) less than the middle value. As used herein, "fair-market rent" shall mean the price that a ready and willing tenant would pay as Monthly Rent to a ready and willing landlord if the Premises were offered for lease on the open market for a reasonable period of time and shall be the product of the fair-market monthly rental rate per rentable square foot multiplied by the rentable area of the Premises. The fair-market rent shall be determined by (a) the quality and prestige of the Premises, including all improvements to the Premises, (b) recent monthly rental rates for buildings of similar quality, size and location, (c) the duration of the term, and (d) the financial strength of the tenant and any guarantors. Landlord and Tenant each shall pay for the Appraiser so appointed by such party, with both Tenant and Landlord jointly paying for any jointly appointed Appraiser. Until such determination of the fair-market rent, Tenant shall continue to pay the Monthly Rent immediately payable prior to commencement of the Extended Term.

Rent During Extended Term. The Monthly Yearly Rent payable by the LESSEE during the first year of the Extended Term shall be the fair-market rent greater of the Premises as Tenant and Landlord shall reasonably agree, but in no event less than following: (1) the Monthly Rent rate per annum payable immediately prior to at the Extended Term. If Landlord and Tenant are unable to establish the fair-market rent prior to thirty (30) days in advance end of the initial Lease term; or, (2) a sum equal to what would be considered as the fair market rental for the Premises, based upon the use of the same as first class office and warehouse space located in the rental community between Route 1 and Route 128 as of the date of commencement of the Extended Term, under similar terms and conditions as contained in this Lease, but requiring no investment by LESSOR for improvements, renovations, repairs, etc. (hereinafter referred to as "MARKET RENT"). If the fair-market rent parties cannot agree as to the Market Rent, the Market Rent shall be determined by a single MAI certified real estate appraiser two ("Appraiser"2) jointly selected appraisers who are members of the American Institute of Real Estate Appraisers to be appointed and paid for by Landlord and Tenanteach of the parties. If they such appraisers cannot in good faith agree to on the Market Rent, they shall together promptly select a single Appraiser by commencement third appraiser who shall also be a member of the American Institute of Real Estate Appraisers and whose fee shall be shared by each of the parties hereto. A written determination as to the Market Rent signed by any two (2) of the appraisers so chosen shall be final and binding on the parties hereto. The Yearly Rent payable by the LESSEE during the Extended TermTerm shall be paid in addition thereto, the fair-market value shall be determined by a majority of three Appraisers, one selected by Landlord, one selected by Tenant, and one selected by the two previously selected Appraisers. After commencement of the Extended Term, Landlord and Tenant each shall give notice of its selection of a Appraiser to the other party. If either Landlord or Tenant fails or refuses to select an Appraiser within fifteen (15) days after receipt of written notice of the other party's selection of an Appraiser, the fair-market rent shall be determined by the single Appraiser selected. The Appraiser (or Appraisers) shall determine the fair-market rent as soon as possible. If a majority of the three Appraisers are unable to agree upon the fair-market rent within thirty (30) days after the appointment of the first Appraiser, the fair-market rent shall be an amount equal to the average of the three values determined by the Appraisers, excluding any fair-market rent which is ten percent (10%) greater than or ten percent (10%) less than the middle value. As used herein, "fair-market rent" shall mean the price that a ready and willing tenant would pay as Monthly Rent to a ready and willing landlord if the Premises were offered for lease on the open market for a reasonable period of time and shall be the product of the fair-market monthly rental rate per rentable square foot multiplied by the rentable area of the Premises. The fair-market rent shall be determined by (a) the quality and prestige of the Premises, including all improvements to the Premises, (b) recent monthly rental rates for buildings of similar quality, size and location, (c) the duration of the term, and (d) the financial strength of the tenant and any guarantors. Landlord and Tenant each LESSEE shall pay for the Appraiser so appointed by all other charges, such partyas, with both Tenant but not limited to, Taxes and Landlord jointly paying for any jointly appointed AppraiserOperating Costs as set forth in this Lease. Until such determination of the fair-market rentREFERENCE DATA DATE OF EXECUTION OF LEASE: December 21, Tenant shall continue to pay the Monthly Rent immediately payable prior to commencement of the Extended Term1989 DATE OF EXECUTION OF THIS FIRST AMENDMENT: March , 1994 LESSEE: NGS DIVISION/MKS INSTRUMENTS, INC.,

Rent During Extended Term. The Monthly Base Rent during the first year of for the Extended Term shall be (i) for the fairtwo year Extended Term, $16.00 plus seventy-market rent five (75%) of the Premises as Tenant and Landlord shall reasonably agree, amount by which Fair Market Net Rent exceeds $16.00 but in no event shall it be less than $16.00 or (ii) for any other Extended Term, Fair Market Net Rent. Such Base Rent shall be in effect as of the Monthly Rent payable immediately prior to the first day of such Extended Term. If The Fair Market Net Rent shall be determined by Landlord with notice given to Tenant no later than one hundred and Tenant are unable to establish the fair-market rent twenty (120) days prior to thirty (30) days in advance of the commencement of the Extended Term, Term subject to the fair-market rent Tenant’s right to demand appraisal pursuant to the provisions of Section 7.01. Failure on the part of the Landlord to give such notice in a timely manner shall be determined by a single MAI certified real estate appraiser ("Appraiser") jointly selected by Landlord and Tenant. If they cannot vitiate the right to require an adjustment of the Base Rent but such delay shall result in good faith agree deferral of any increase or decrease in the Base Rent to a single Appraiser by commencement of the Extended Term, the fair-market value shall be determined by a majority of three Appraisers, date one selected by Landlord, one selected by Tenant, hundred and one selected by the two previously selected Appraisers. After commencement of the Extended Term, Landlord and Tenant each shall give notice of its selection of a Appraiser to the other party. If either Landlord or Tenant fails or refuses to select an Appraiser within fifteen twenty (15120) days after receipt the date of written notice such notice. Failure on the part of the other party's selection of an Appraiser, the fair-market rent shall be determined by the single Appraiser selected. The Appraiser (or Appraisers) shall determine the fair-market rent as soon as possible. If a majority of the three Appraisers are unable Tenant to agree upon the fair-market rent demand appraisal within thirty (30) days after receipt of notice from Landlord of Landlord’s determination of Fair Market Net Rent shall constitute a waiver of Tenant’s right to demand appraisal, and shall bind Tenant to the appointment Fair Market Net Rent as determined by Landlord. Should Tenant elect to exercise its right to demand appraisal and should the appraisal process not have been concluded prior to the Extended Term, then the greater of (i) the Base Rent which was previously in effect or (ii) Tenant’s estimate, if any, of the first AppraiserFair Market Net Rent, the fair-market rent as applicable, shall be an amount equal temporarily applicable for purposes of determining Tenant’s obligation to pay the average of Base Rent. However, once the three values determined new rate is in fact agreed upon or determined, if it is higher than the rate paid by Tenant during the Appraisersperiod such rate should have been in effect, excluding any fair-market rent which is then Tenant shall pay to Landlord within ten percent (10%) greater than days after agreement upon or ten percent (10%) less than the middle value. As used herein, "fair-market rent" shall mean the price that a ready and willing tenant would pay as Monthly Rent to a ready and willing landlord if the Premises were offered for lease on the open market for a reasonable period of time and shall be the product of the fair-market monthly rental rate per rentable square foot multiplied by the rentable area of the Premises. The fair-market rent shall be determined by (a) the quality and prestige of the Premises, including all improvements to the Premises, (b) recent monthly rental rates for buildings of similar quality, size and location, (c) the duration of the term, and (d) the financial strength of the tenant and any guarantors. Landlord and Tenant each shall pay for the Appraiser so appointed by such party, with both Tenant and Landlord jointly paying for any jointly appointed Appraiser. Until such determination of the fair-market rent, Tenant shall continue new rate an amount sufficient to pay result in Landlord’s having been paid rental at the Monthly Rent immediately payable prior to new rate from the commencement of the Extended Termportion of the term during which such rate was to have been in effect, together with interest at the then Bank of Boston Prime Rate with respect to any portion of such rent not paid when due because of the operation of this paragraph, from the date payment was due to the date paid.