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~ Addendum. The CERTIFICATION REGARDING LOBBYING must be executed be~'ore this Lease is
<br />considered a valid and binding agreement. !
<br />~,; Section 2. Construction of the Project '
<br />Lessee shall construct the Project in accordance with the Development Agreenpent. In the event
<br />of any dispute regarding the design of the Project, the matter shall be resolved in ac~ordance with the
<br />provisions of the Development Agreement. In the event that the Development Agreement is terminated, this
<br />Lease shall, at the option of either Marion County or the Salem Area Mass Transit Dist~ict, be terminated
<br />following the expiration of 30 days prior written notice to the other.
<br />Section 3. Minimum Rent '
<br />3.1 Until the construction of the Project is completed and the condom~nium declaration
<br />filed, no Minimum Rent shall be payable with respect to the Premises. Lessee covenants land agrees to pay
<br />to Lessor, promptly when due, without notice or demand and without deduction or set ff of any amount
<br />whatsoever, $ per month as Minimum Rent for the Premises from the d~te the Building is
<br />substantially completed and the Condominium Declaration is filed; and thereafter $ per
<br />month. All Rent shall be paid in advance, on the first day of each month during the Term I,
<br />3.2 All amounts payable under Section 3.1 above, as well as all other a'ounts payable by
<br />Lessee to Lessor under the terms of this Lease, shall be paid at the office of Lessor set fo h in Section 33.1,
<br />or at such other place within the continental limits of the United States as Lessor shall rom time to time
<br />designate by notice to Lessee, in lawful money of the United States which shall be legal ~ender in payment
<br />of all debts and dues, public and private, at the time of payment. I
<br />3.3 It is intended that the Minimum Rent provided for in this section shal be an absolutely
<br />net return to Lessor throughout the Term, free of any expense, charge, or other dedu~tion whatsoever,
<br />including all claims, demands, or setoffs of any nature whatsoever.
<br />3.4 Lessee shall also pay without notice, except as may be provided in this ' ease, and without
<br />~ abatement, deduction, or setoff, as additional rent, all sums, impositions, costs, and othe payments which
<br />Lessee in any of the provisions of this Lease assumes or agrees to pay, and in the event o ~ any nonpayment,
<br />Lessor shall have (in addition to all other rights and remedies) all the rights and remedi~s provided for in
<br />this Lease or by law in the case of nonpayment of the Minimum Rent. ;
<br />3.5 On each fifteenth annual anniversary of the Commencement Date f this Lease, the
<br />Minimum Rent shall be increased to reflect any increase m the prevailing interest rate or ~crease in the fair
<br />market value of the Premises disregarding the existence of this Lease and any Imp ovements on the
<br />Premises constructed by Lessee. The annual Minimum Rent shall be determined by mult~plying the annual
<br />prevailing interest rate by the then-fair market value of the Premises. The prevailing inter st rate shall mean
<br />the rate equal to the Federal Reserve Bank of New York discount rate plus 2% (200 ba~is points). If the
<br />parties cannot agree on the fair market value of the Premises, then the matier shall be s ttled by final and
<br />binding arbitration. Each party shall appoint one of the arbitrators, and, if the parties ca not agree, then a
<br />third arbitrator shall be appointed by a presiding judge of the Marion County, Oregon, ircuit Court. All
<br />arbitrators shall be MAI certified appraisers experienced in the appraisal of the fair market value of
<br />commercial land in the Salem, Oregon, metropolitan area. Each party shall submit it position to the
<br />arbitrators, and the jurisdiction of the arbitrators shall be limited to selecting as the prev iling position the
<br />value proposed by one of the parties. The losing party shall pay all the costs of the a bitration and the
<br />reasonable attorney fees incurred in the arbitration by the prevailing party. ,
<br />Section 4. Use '~
<br />4.1 Lessee shall use and occupy the premises continuously during t e Term for the
<br />operation of a first-class office building with associated uses under the name of Courthc~use Square. The
<br />Premises may not be used for any other purpose, operated under any other name, or b~ the subject of a
<br />change in concept without the written consent of Lessor, which consent shall not be unrea~onably withheld.
<br />~ Ground Lease CouRhouse Square
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