Common use of Appraisal Process Clause in Contracts

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom must be a member If the Parties cannot agree on the amount of the American Institute of Real Estate Appraisers Adjusted Land Rent by sixty (or any successor organization thereto), shall, within forty-five (4560) days after prior to the date of Reset Date, the notice appointing the first appraiser, proceed to appraise the Leased Property following process to determine the Fair Market Value of Adjusted Land Rent shall apply (the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date“Appraisal Process”); provided, however, that the Parties may continue to negotiate during the Appraisal Process period and, if only one appraiser an agreement is reached, the Appraisal Process shall have been so appointed, or if two appraisers be terminated and the negotiated amount shall have been so appointed but only one such appraiser be presented as a recommendation to the Board. The Appraisal Process shall have made such determination within be: (a) No later than fifty (50) days after prior to the making Reset Date, the Executive Director shall provide to Tenant a written statement of the Lessee's or the Lessor's request, then the Executive Director’s determination of such appraiser the Market Rent for the Five-Year Adjusted Period (“Determination Due Date”). If Tenant disagrees with the Executive Director’s determination, Tenant must provide to City a written objection within ten (10) calendar days of receipt of the Executive Director’s determination. The written objection must include (i) the basis for Tenant’s objection to the imposition of the new Adjusted Land Rent and (ii) Tenant’s election to commence the Appraisal Process. Tenant acknowledges and agrees that Tenant’s failure to submit a timely, written objection shall be final deemed approval of the Executive Director’s determination of the Adjusted Land Rent commencing on, and binding upon retroactive to, the parties. Reset Date. (b) If two appraisers shall have been appointed and shall have made their determinations either (i) City has not provided Tenant with the Executive Director’s determination of Market Rent by the Determination Due Date or (ii) Tenant has received the Executive Director’s determination but elects to commence the Appraisal Process, within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) calendar days following Tenant’s notice of commencement of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed Appraisal Process or ten percent (10%) of calendar days following the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased PropertyDetermination Due Date, whichever is earlierapplicable, either City and Tenant shall exchange the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original names and qualifications of three (3) appraisers, by which appraisers shall possess the American Arbitration Association or by such court qualifications set forth in the attached Exhibit “C”, and the Parties shall utilize best efforts to agree, within ten (10) calendar days, upon a single qualified appraiser from that list whose scope of work shall be to determine the Market Rent as set forth in Exhibit “D”. The selected appraiser shall be instructed to determine the Fair Market Value Rent within sixty (60) calendar days of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.the

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, ; and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market 115 116 Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of If Landlord and Tenant are unable to agree upon the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise fair market rent for the Leased Property to determine (as applicable for the Fair Market Value first Accounting Year of the Leased Property as of the an Extended Term) within any relevant date (giving effect to the impactperiod provided in this Agreement, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser each shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound after written demand by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a other select one Appraiser to participate in the determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such courtfair market rent. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court The two (2) selected Appraisers shall be instructed to each determine the Fair Market Value fair market rent of the Leased Property within thirty (30) days after appointment of being selected. If such appraisals are within ten percent (10%) of each other, the two appraisals shall be added together and their total divided by two, and the resulting quotient shall be the fair market rent. In the event either Landlord or Tenant fails to select an Appraiser within the time period set forth in the foregoing paragraph, the Appraiser selected by the other party shall alone determine the fair market value of the Leased Property in accordance with the provisions of this Exhibit and the fair market value so determined shall be binding upon Landlord and Tenant. In the event the two appraisals described above are more than ten percent (10%) apart, the Appraisers so selected by Landlord and Tenant shall, within ten (10) days of such determination, select a third Appraiser. The determination three (3) selected Appraisers shall each determine the fair market rent of the appraiser which differs most in terms of dollar amount from the determinations Leased Property within thirty (30) days of the other two appraisers selection of the third appraiser. In the event the Appraisers selected by Landlord and Tenant are unable to agree upon a third Appraiser within the time period set forth in the foregoing paragraph of this Exhibit, either Landlord or Tenant shall have the right to apply at Tenant’s expense to the presiding judge of the court of original trial jurisdiction in the county in which a Facility is located to name the third MAI Appraiser. Within five (5) days after completion of the third Appraiser’s appraisal, all three Appraisers shall meet and a majority of the Appraisers shall attempt to determine the fair market rent of the Leased Property. If a majority are unable to determine the fair market rent at such meeting, the three appraisals shall be excludedadded together and their total divided by three. The resulting quotient shall be the fair market rent of the Leased Property. If, and fifty however, either or both of the low appraisal or the high appraisal are more than ten percent (5010%) of lower or higher than the sum of middle appraisal, any such lower or higher appraisal shall be disregarded. If only one appraisal is disregarded, the remaining two determinations appraisals shall be added together and their total divided by two, and the resulting quotient shall be such fair market rent. If both the lower appraisal and the higher appraisal are disregarded as provided herein, the middle appraisal shall be such fair market rent. In any event, the result of the foregoing appraisal process shall be final and binding upon binding. Tenant shall pay the Lessor reasonable fees and the Lessee as the Fair Market Value expenses of the Leased Propertyany Appraiser retained pursuant to this Exhibit.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent percent (10%1O%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%10"%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the ofthe Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%50"%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the 109 lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom ofwhom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the ofthe Leased Property as of the ofthe relevant date (giving aiving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only ifonly one appraiser shall have been so appointed, or if two iftwo appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the ifthe difference between the amounts so determined shall not exceed e;cceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the ofthe Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20?0) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any anv successor organization thereto to appoint an appraiser within twenty (20?0) days of such ofsuch request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty tvventy (20) days or within ninety (90) days of the original ofthe oriainal request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by bv such court. Any Anv appraiser appointed by the original orinal appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the ofthe Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the ofthe appraiser which vhich differs most in terms of dollar ofdollar amount from the determinations of the tize other two tvo appraisers shall shali be excludedeciuded, and fifty percent (50%) of the ofthe sum of the remaining ofthe remainin two determinations shall be final and binding upon the Lessor Lesscr and the Lessee as the Fair Market Value of the ofthe Leased Property.. 18.?.3

Appraisal Process. If the parties are unable to reach agreement on Market Rent during the period specified in Section 21.1(b), then Landlord or Tenant (the "Moving Party") may give notice to the other demanding appraisal and naming an appraisal company. The appraisers thus appointedrecipient of such notice (the "Recipient") shall, each of whom must within 10 days after receiving the Moving Party's notice, give notice to the Moving Party naming an appraisal company selected by the Recipient. Each appraiser shall be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after and shall have not less than 10 years experience in the date appraisal of properties like the Demised Premises in the greater Portland metropolitan area. If the Recipient fails to notify the Moving Party of the notice appointing name of the first appraiserappraisal company it has selected within said 10 day period, proceed to appraise the Leased Property to appraisal company selected by the Moving Party shall determine the Fair Market Value Rent for the Renewal Term. The appraiser(s) shall determine the Basic Rent for the Renewal Term, which shall be the monthly amount per square foot that a willing, comparable tenant would pay and a willing, comparable landlord would accept, in an arms-length lease for comparable space in a comparable building at a comparable site for a comparable period of time, giving consideration to the rent rates per square foot, the standard of measurement by which square footage is measured, the type and extent of liability under any escalation clauses and all other applicable conditions of tenancy (which is a more detailed description of the Leased Property as Market Rate). The Market Rate shall not be less than 100% of the relevant date (giving effect Basic Rent payable under the Lease in the period immediately preceding the Renewal Term. The appraiser(s) shall render a decision in writing to the impact, if any, of inflation from the date Landlord and Tenant simultaneously within 20 days of their appointment. Any decision to in which the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such by Landlord and the appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser appointed by Tenant concur shall be final binding and binding conclusive upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom must be a member If the Parties cannot agree on the amount of the American Institute Adjusted Non-MAG Area Compensation by sixty (60) days prior to the Reset Date, the following process to determine the Adjusted Non-MAG Area Compensation shall apply (the “Appraisal Process”); provided, however, that City and Tenant may continue to negotiate during the Appraisal Process period and, if an agreement is reached, the Appraisal Process shall be terminated and the negotiated amount shall be presented as a recommendation to the Board. The Appraisal Process shall be: i. No later than fifty (50) days prior to the Reset Date, the Executive Director shall provide to Tenant a written statement of Real Estate Appraisers the Executive Director’s determination of the Non-MAG Area Compensation for the Five-Year Adjusted Period (or any successor organization thereto“Determination Due Date”). If Tenant disagrees with the Executive Director’s determination, shall, Tenant must provide to City a written objection within forty-five (45) calendar days after the date of receipt of the Executive Director’s determination. The written objection must include (i) the basis for Tenant’s objection to the imposition of the new Adjusted Non-MAG Area Compensation and (ii) Tenant’s election to commence the Appraisal Process. Tenant acknowledges and agrees that Tenant’s failure to submit a timely, written objection shall be deemed approval of the Executive Director’s determination of the Adjusted Non-MAG Area Compensation commencing on, and retroactive to, the Reset Date. ii. If either (i) City has not provided Tenant with the Executive Director’s determination of Non-MAG Area Compensation by the Determination Due Date or (ii) Tenant has received Executive Director’s determination but elects to commence the Appraisal Process, within ten (10) calendar days following Tenant’s notice appointing of commencement of the first appraiserAppraisal Process or ten (10) calendar days following the Determination Due Date, proceed whichever is applicable, City and Tenant shall exchange the names and qualifications of three (3) appraisers, which appraisers shall possess the qualifications set forth in the attached Exhibit “I,” and City and Tenant will utilize best efforts to appraise the Leased Property agree, within ten (10) calendar days, upon a single qualified appraiser from that list whose scope of work shall be to determine the Fair Market Value Rent, as set forth in Exhibit “J.” The selected appraiser shall be instructed to determine Market Rent within sixty (60) calendar days of the Leased Property as of selection. The Parties shall cooperate with the relevant date (giving effect selected appraiser to provide information or documents in their respective custody or control which are reasonably necessary to generate an appraisal in conformity with Exhibit “J.” City shall retain the impact, if any, of inflation from the date of their decision to the relevant date)selected appraiser; provided, however, that if only one the costs incurred for the appraisal shall be borne equally by City and Tenant. Tenant agrees to reimburse City for half the fees and costs for the appraisal within fifteen (15) days of receipt of an invoice for payment of same. iii. If, despite best efforts, City and Tenant cannot agree upon such single appraiser shall have been so appointedwithin the aforementioned ten (10) calendar days, or if two appraisers shall have been so appointed but only one such the selected appraiser shall have made such determination within fifty (50) days after fails to transmit the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or required appraisal report within ninety (90) calendar days of following the original request for a determination of Fair Market Value of appraiser’s retention, City and Tenant shall each retain their own appraiser, possessing the Leased Property, whichever is earlier, either qualifications set forth in the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed attached Exhibit “I” to determine the Fair Market Value Rent pursuant to Exhibit “J,” within no more than sixty (60) days, unless extended by mutual written agreement of City and Tenant. Fees and costs of each appraiser shall be borne by the Leased Property within thirty (30) days after appointment of such Appraiserparty retaining that appraiser. iv. The Appraisals generated pursuant to this appraisal process, shall be submitted to the Board along with the Executive Director’s recommendation for the Board’s determination of the appraiser appropriate Adjusted Non-MAG Area Compensation, which differs most in terms of dollar amount from determination shall be made at a public meeting. The Board shall review all the determinations relevant facts and evidence, including the appraisals, submitted to it and shall then establish by order the Adjusted Non-MAG Area Compensation to apply throughout the Five-Year Adjusted Period; provided that any such Adjusted Non-MAG Area Compensation shall not exceed 120% of the other two appraisers shall be excluded, and fifty percent (50%) of Non- MAG Area Compensation in effect on the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Propertydate before such adjustment.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shalls 11, within forty-five thirty (4530) days after the date of the notice appointing the first appraiser, proceed to appraise all or a portion of the Leased Property Property, as applicable, to determine the Fair Market Value Val a of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty thirty-five (5035) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their the' determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent percent (1010 %) of the lesser of such amounts, then the Fair Market Value of all or a portion of the Leased Property Property, as applicable, shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%10 % ) of the lesser of such amounts, then such two appraisers shall have twenty ten (2010) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty ten (2010) days of such request, and both parties shall be bound by any appointment so made within such twenty ten (2010) day period. If no such appraiser shall have been appointed within such twenty ten (2010) days or within ninety sixty (9060) days of the original request for a determination of Fair Market Value of all or a portion of the Leased Property, as applicable, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of all or a portion of the Leased Property Property, as applicable, within thirty (30) days after appointment of such Appraiserappraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and and. fifty percent (5050 %) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of all or a portion of the Leased Property, as applicable.

Appraisal Process. The appraisers thus appointedIf Landlord and Tenant fail to reach agreement on the Renewal Rent by the Outside Agreement Date, then each party shall make a separate determination of whom must the Renewal Rent (the “Arbitration Determinations”) within five (5) Business Days after the Outside Agreement Date, and such determinations (which need not be identical to the determinations described in Section 10(b), but which shall reflect the matters described in Section 10(d)) shall be submitted to arbitration in accordance with the following: (i) Landlord and Tenant shall each appoint one arbitrator who shall be a real estate appraiser who is a current member of the American Institute of Real Estate Appraisers Appraisers, with at least 10 years of experience (or any successor organization thereto), shall, within forty-and who shall have been active over the five (455) days after year period ending on the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect such appointment) appraising office space comparable to the impact, if any, 2-4-7 Floor Premises in the Xxxx Xxxxx Airport-South Coast Metro of inflation from the date of their decision to the relevant dateCalifornia (“Market Area”); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Renewal Rent, as the case may be, is the closest to the actual Fair Market Rental Rate, as determined by the arbitrators, taking into account the requirements of Section 10(d). Each party shall appoint an arbitrator meeting the foregoing requirements and shall notify the other party in terms of dollar amount from the determinations writing of the other two appraisers name and contact information of their selected arbitrator within 15 days after the Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment. The arbitrators so selected by Landlord and Tenant shall be excluded, deemed “Party Arbitrators.” (ii) The two (2) Party Arbitrators so appointed shall be specifically required pursuant to their respective engagement letters to agree upon and fifty percent appoint a third arbitrator (50%“Neutral Arbitrator”) within 10 Business Days of the sum date of the remaining two determinations appointment of the last appointed Party Arbitrator who shall be final and binding upon qualified under the Lessor and the Lessee as the Fair Market Value same criteria set forth hereinabove for qualification of the Leased Propertytwo Party Arbitrators except that neither the Landlord or Tenant or either Party Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and Tenant’s counsel. (iii) Landlord and Tenant may, but shall not be obligated to, submit a written argument/brief supporting his or her Renewal Rent determination to the Neutral Arbitrator within 10 Business Days of the appointment of the Neutral Arbitrator. The Neutral Arbitrator shall at the end of such 10 Business Day period distribute any such argument/brief to the Party

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (( 10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (( 10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointedTo the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, each of whom must such appraisal shall be made on a member of basis consistent with the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise basis on which the Leased Property to determine the was appraised for purposes of determining its Fair Market Value of at the time the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the was acquired by Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been are appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall does not exceed ten per cent (10%) 5% of the lesser of such amounts, then the Fair Market Value of the Leased Property or Fair Market Rental shall be an amount equal to fifty percent (50%) % of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) exceeds 5% of the lesser of such amounts, then such two appraisers shall have twenty (20) 20 days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) 20 days or within ninety (90) 90 days of the original request for a determination of Fair Market Value of the Leased Propertyor Fair Market Rental, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association appraisers or by such court shall be instructed to determine the Fair Market Value of the Leased Property or Fair Market Rental within thirty (30) 45 days after appointment of such Appraiserappraiser. The the determination of the appraiser which differs most in the terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) % of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value or Fair Market Rental of the Leased Property, as the case may be. This provision for determining by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law.

Appraisal Process. The appraisers thus appointedFor the purpose of determining the values pursuant to Section 9.6.1 above, each of whom must Landlord and Tenant agree to employ and be a member bound by the results of the American Institute of Real Estate Appraisers following appraisal process (or any successor organization thereto), shall, within forty-five the “Appraisal Process”): (45a) Within thirty (30) days after following the date inability of Landlord and Tenant to agree on their respective values in Section 9.6.1 above, both Tenant and Landlord shall designate a nationally recognized competent, professionally qualified and accredited MAI appraiser familiar with the notice appointing values of medical office buildings in the first appraiser_________________ market. Each of said appraisers shall forthwith, proceed to appraise independently, undertake an appraisal of Landlord and Tenant’s values, taking into consideration the Leased Property terms of this Lease, to determine the Fair Market Value of fair market value thereof. Each party shall be responsible for the Leased Property as of the relevant date (giving effect costs incurred with respect to the impact, if any, appraisal prepared on such party’s behalf. (b) If the values reflected in the higher of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall said appraisals does not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed lower appraisal by more than ten percent (10%) ), the fair market value shall be the average of the lesser two appraisals. (c) If the values of such amountsthe higher of said two appraisals exceeds the lower appraisal by more than ten percent (10%), then such the two appraisers selected by the parties shall promptly select a similarly qualified third appraiser who shall independently undertake an appraisal of the values of Landlord and Tenant to determine the fair market value thereof. Upon conclusion of the third appraisal, the fair market value shall be the average of the two appraisals from among the three that have twenty the least or smallest difference between them. The cost of the third appraisal shall be shared equally by Landlord and Tenant. (20d) days to appoint a third appraiser, but if such appraisers fail to do so, then In the event either party may request the American Arbitration Association or any successor organization thereto fails to appoint designate an appraiser within twenty the period specified above, and such failure continues for more than ten (2010) days of such requestafter written notice is given to the party who has failed to designate an appraiser by the other party, and both parties then the fair market value shall be bound calculated using the fair market value as determined by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Propertyparty who did designate an appraiser.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) 109 120 days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointedIf Landlord and Tenant are unable to agree upon the amount of Base Rent payable during the Extended Term, as provided above, they each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five not later than ten (4510) days after the end of the period for attempting to agree upon Base Rent, appoint an independent M.A.I. appraiser who shall have at least ten (10) years’ experience in the commercial real estate market in which the Premises is located and shall be familiar with the valuation of comparable property in such area and otherwise qualified to act as an expert witness over objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. Within said ten (10) day period, each party shall notify the other party in writing of the name, address, telephone number and qualifications of its appraiser so appointed. If either party shall fail to notify the other party of its named appraiser within said ten (10)- day period, the determination of Base Rent by the single appraiser appointed shall be conclusive and binding upon both Landlord and Tenant. (i) The appraisers appointed pursuant to this subsection (b) shall determine the “Fair Rental Value” for the Premises as of the date of calculation thereof. (ii) The appraisers shall, not later than seven and one-half (7 1/2) months prior to the notice expiration of the initial term, report in writing to the party appointing him/her their opinion as to the first Fair Rental Value. Each party shall, promptly upon receipt of the appraisal report from its appraiser, proceed provide the other party with a copy thereof. Not later than seven (7) months prior to appraise the Leased Property expiration of the initial Term, Landlord and Tenant shall meet at such times as they shall mutually agree and endeavor in good faith to agree upon the Base Rent based upon the reports of the appraisers. If Landlord and Tenant are unable to agree on the Base Rent within the time specified above, the appraisers shall appoint a third (3rd) appraiser, qualified as aforesaid, who shall, not later than six (6) months prior to the expiration of the initial Term, determine the Fair Market Rental Value on the basis of the Leased Property two (2) appraisal reports previously prepared and consultation with such appraisers and/or other experts and competent authorities as such third (3rd) appraiser shall deem relevant or appropriate in his/her discretion. So long as it is not inconsistent with any of the relevant date express provisions of this Lease and is not arbitrary and capricious, the written report and determination of Fair Rental Value by the third (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one 3rd) appraiser shall have been so appointedbe accepted by Landlord and Tenant as the Base Rent, or if two appraisers shall have been so appointed but only one such appraiser shall have made such which determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon and enforceable in a court of competent jurisdiction with the parties. If two appraisers shall have been appointed same force and shall have made their determinations within the respective requisite periods set forth above and effect as if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint same were a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made judgment duly entered by such court. Any appraiser In the event that the two (2) originally appointed by the original appraisersappraisers cannot for any reason agree on a third (3rd) M.A.I. appraiser, by the American Arbitration Association then either Landlord or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after Tenant, on behalf on both, may request appointment of such Appraiserthird M.A.I. appraiser by the then Chief Judge of the United States District Court having jurisdiction over the Premises, and neither party shall raise any question as to such Judge’s full power and jurisdiction to entertain the application for and make such appointment hereunder. (iii) In the use of appraisers hereunder, each party shall pay the fees and expenses of its own appraiser and shall share equally the fees and expenses of any third (3rd) appraiser appointed hereunder. The Upon determination of the appraiser which differs most in initial monthly Base Rent for the applicable Extended Term, pursuant to the terms of dollar amount from outlined above, Landlord and Tenant shall immediately execute an amendment to the determinations Lease. Such amendment shall set forth among other things then agreed upon by the parties, the initial monthly Base Rent for the Extended Term and the actual commencement date and expiration date of the other two appraisers shall be excludedExtended Term. Except for the Options, and fifty percent (50%) except as otherwise agreed by Landlord and Tenant in writing, Tenant shall have no other right to further extend the Term of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased PropertyLease under this Section 36.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite 109 periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent percent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction 77 to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. The appraisers thus appointedappraisal will be conducted by a single Appraiser approved by both Landlord and Tenant (to be selected within 5 days after the Commencement Date) or, if they cannot agree on a single Appraiser, by two Appraisers, one selected by each (within 10 days after the Commencement Date). The Appraiser(s) shall be instructed to issue a team "summary appraisal report(s)" (as defined by the Uniform Standards of Professional Appraisal Practice) of the fair market value of Landlord’s Fee Interest in the Option Rights Property unencumbered by this Lease or any environmental contamination as of the Commencement Date. Instructions to the jointly selected Appraiser shall be signed by both Landlord and Tenant (or one may confirm its joinder in such instructions signed by the other). If each selects an Appraiser, each of whom must be a member shall instruct its respective Appraiser in writing (and shall provide copies of the American Institute instructions to each other). If Landlord and Tenant jointly select an Appraiser, the single selected Appraiser’s resulting opinion shall be the basis for determining the purchase price of Real Estate Appraisers Option Parcel(s) as provided in Section 33.5.1. If each selects its own Appraiser and such Appraisers' opinions differ by ten percent (10%) or any successor organization theretoless (using the lower of the two opinions as a base), shallthen the fair market value of the Options Rights Property shall be the average of the Appraisers' opinions. If the Appraisers' opinions differ by more than ten percent (10%), then a third Appraiser shall be selected by agreement of the other two Appraisers and such Appraiser's opinion of the fair market value of the Option Rights Property, if it falls between the opinions of the first two Appraisers, shall be determinative of the fair market value of the Option Rights Property. If such third Appraiser's opinion falls outside the range established by the opinions of the first two Appraisers, then the two appraisals (of the three) which are closest to one another (computed on the basis of dollar differences rather than percentages) shall be averaged and the average thereof shall be determinative of the fair market value of the Option Rights Property. Landlord and Tenant shall share their respective appraisal reports (if necessary) with each other upon receipt. Each shall bear one-half of the cost of the single appraisal if the Appraiser is jointly selected by both. Each shall bear the cost of its own appraisal if they cannot agree on a single Appraiser and, if a third appraisal becomes necessary, each shall bear one-half of the cost of the third appraisal. Any Appraiser preparing a report pursuant to this Section shall be instructed to deliver the final report within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever report is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.commissioned..

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser Any appraisal required under this Lease shall be final and binding upon conducted in accordance with the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent following procedure: (10%a) For a period of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days following notice of an event resulting in an appraisal, Landlord and Tenant shall endeavor to appoint a third mutually agree upon and select an appraiser to determine the appraised value. (b) If Landlord and Tenant are unable to mutually agree on an appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days following the expiration of such request, and both parties shall be bound by any appointment so made within such the twenty (20) day periodperiod set forth in Section 31.09(a), Tenant and Landlord shall each select an appraiser and notify the other party of the name, address and qualifications of such appraiser. Such two appraisers shall jointly select a third appraiser to make the appraised value. (c) If no such two appraisers are unable to agree upon the designation of a third appraiser shall have been appointed within such ten (10) days after the expiration of the twenty (20) days day period referred to in clause (b) above, or within ninety (90) days of the original request for if such third appraiser does not make a determination of Fair Market Value of the Leased Propertyappraised value, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment his selection, then a substituted third appraiser shall, at the request of such Appraisereither party hereto, be appointed by the American Arbitration Association office closest to Lexington, Kentucky. The determination of the appraised value, shall be made by the third appraiser which differs most in terms appointed pursuant hereto within twenty (20) days after such appointment. (d) All appraisers selected or appointed pursuant to this Section 31.09 shall, to the extent permitted by law, (i) be independent qualified MAI appraisers (ii) have no right, power or authority to alter or modify the provisions of dollar amount from this Lease, (iii) utilize the determinations applicable definition of the other two appraisers shall be excludedappraised value set forth in the applicable section of this Lease, and fifty percent (50%iv) be registered in the Commonwealth of Kentucky if the sum Commonwealth of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased PropertyKentucky provides for or requires such registration.

Appraisal Process. If Tenant does not agree as the Landlord's determination of AFMR, then the AFMR shall be established by a rental study by appraisers as provided herein. The appraisers thus appointedappraisal determination shall be completed on or before sixty (60) days after Tenant exercises its Option (the "Exercise Date"). The parties shall use their best efforts to designate a single licensed M.A.I. appraiser, each of whom must be but if the parties are unable to agree upon a member of the American Institute of Real Estate Appraisers single appraiser within ten (or any successor organization thereto), shall, within forty-five (4510) days after the date of Exercise Date, then Landlord and Tenant each shall immediately designate an M.A.I, appraiser having at least five (5) years experience appraising office rental property in the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if greater Seattle metropolitan area. The two appraisers designated shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint immediately designate a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day periodsimilarly qualified. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within Within thirty (30) days after appointment of such Appraiser. The determination being chosen, the appraiser(s) shall promptly conduct an independent rental study and narrative comparison of the appraiser which differs most in terms of dollar amount from the determinations AFMR for each lease year of the Extended Term taking into account recent lease renewals of comparable office space in the Development (comparable office space being a comparable size, with similar views, grade of the tenant improvements, and concessions given), the additional rent then being charged to other two tenants in the Development, and other relevant factors such facts as are appropriate and customary in establishing an AFMR. In the case of a single appraiser, the appraiser shall deliver his or her opinion directly to the Landlord and Tenant. In the case of three appraiser, as soon as the studies are complete, the appraisers shall meet and attempt to reach agreement upon the AFMR for the Premises. If the appraisers are unable to agree, then the two rates closest in amount for each year of the Extended Term shall be excludedmathematically averaged and that average shall be the AFMR for determining Basic Rent for the Premises. Notwithstanding the foregoing, in no event shall the Rent during any year of the Extended Term be less than the Rent being paid to Landlord in the last twelve (12) months of the original Lease Term. Each party shall pay the cost of its own appraiser and shall pay one-half the costs of the third appraiser. If the appraisal determination is not completed within sixty (60) days after the Exercise Date, and fifty percent as extended by one day for each day Landlord delays naming its appraiser after then tenth (50%10th) of day following the sum of Exercise Date, Tenant agree to accept the remaining two determinations shall be final and binding upon Basic Rent for each lease year at the Lessor and the Lessee as the Fair Market Value of the Leased PropertyBasic Rent determined by Landlord.

Appraisal Process. The appraisers thus appointed, each If Landlord and Tenant are unable to agree upon the amount of whom must be a member Base Rent payable during either of the American Institute of Real Estate Appraisers (or any successor organization thereto)Extended Terms, as provided above, they each shall, within forty-five not later than ten (4510) days after the end of the period for attempting to agree upon Base Rent, appoint an independent M.A.I. appraiser who shall have at least ten (10) years' experience in the commercial real estate market in which the Premises is located and shall be familiar with the valuation of comparable property in such area and otherwise qualified to act as an expert witness over objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. Within said ten (10) day period, each party shall notify the other party in writing of the name, address, telephone number and qualifications of its appraiser so appointed. If either party shall fail to notify the other party of its named appraiser within said ten (10) day period, the determination of Base Rent by the single appraiser appointed shall be conclusive and binding upon both Landlord and Tenant. (i) The appraisers appointed pursuant to this subsection (c) shall determine the "Fair Rental Value" for the Premises as of the date of calculation thereof. (ii) The appraisers shall, not later than eight (8) months prior to the notice expiration of the initial term, or the First Extended Term, as the case may be, report in writing to the party appointing him/her their opinion as to the first Fair Rental Value. Each party shall, promptly upon receipt of the appraisal report from its appraiser, proceed provide the other party with a copy thereof. Not later than seven and one-half (7 1/2) months prior to appraise the Leased Property expiration of the applicable Term, Landlord and Tenant shall meet at such times as they shall mutually agree and endeavor in good faith to agree upon the Base Rent based upon the reports of the appraisers. If Landlord and Tenant are unable to agree on the Base Rent within the time specified above, the appraisers shall appoint a third appraiser, qualified as aforesaid, who shall, not later than six and one-half (6 1/2) months prior to the expiration of the applicable Term, determine the Fair Market Rental Value on the basis of the Leased Property two appraisal reports previously prepared and consultation with such appraisers and/or other experts and competent authorities as such third appraiser shall deem relevant or appropriate in his/her discretion. So long as it is not inconsistent with any of the relevant date (giving effect to express provisions of this Lease and is not arbitrary and capricious, the impact, if any, written report and determination of inflation from Fair Rental Value by the date of their decision to the relevant date); provided, however, that if only one third appraiser shall have been so appointedbe accepted by Landlord and Tenant as the Base Rent, or if two appraisers shall have been so appointed but only one such appraiser shall have made such which determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon and enforceable in a court of competent jurisdiction with the parties. If two appraisers shall have been appointed same force and shall have made their determinations within the respective requisite periods set forth above and effect as if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint same were a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made judgment duly entered by such court. Any appraiser In the event that the two originally appointed by the original appraisersappraisers cannot for any reason agree on a third M.A.I. appraiser, by the American Arbitration Association then either Landlord or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after Tenant, on behalf on both, may request appointment of such Appraiserthird M.A.I. appraiser by the then Chief Judge of the United States District Court having jurisdiction over the Premises, and neither party shall raise any question as to such Judge's full power and jurisdiction to entertain the application for and make such appointment hereunder. (iii) In the use of appraisers hereunder, each party shall pay the fees and expenses of its own appraiser and shall share equally the fees and expenses of any third appraiser appointed hereunder. The Upon determination of the appraiser which differs most in initial monthly Base Rent for the First Extended Term and the Second Extended Term, as applicable, pursuant to the terms of dollar amount from outlined above, Landlord and Tenant shall immediately execute an amendment to the determinations Lease. Such amendment shall set forth among other things, the initial monthly Base Rent for the First Extended Term or the Second Extended Term, as applicable, and the actual commencement date and expiration date of the First Extended Term or the Second Extended Term, as the case may be. Tenant shall have no other two appraisers shall be excluded, and fifty percent (50%) right to further extend the term of the sum of the remaining two determinations shall be final Lease under this Section 42 unless Landlord and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased PropertyTenant otherwise agree in writing.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five thirty (4530) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property thereof as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) 50 days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent percent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) % of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) 20 days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) 20 days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) 20 days or within ninety (90) 90 days of the original request for a determination of Fair Market Value of the Leased PropertyValue, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) 30 days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent percentage (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Propertyfor such interest.

Appraisal Process. The appraisers thus appointed, Landlord and Tenant shall each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days following the expiration of the thirty (30) day negotiation period (the “Appointment Deadline”). All appraisers shall be members of the Appraisal Institute or any successor organization thereto, and give notice of such requestappointment to the other party. If either party fails to appoint its appraiser before the Appointment Deadline, then the one appraiser appointed shall proceed to make his/her appraisal of the of the fair market value of the Premises, and both parties the purchase price shall be bound the amount determined by any appointment so made within such twenty (20) day periodappraiser. If no such each party timely appoints its appraiser then each appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property make an independent written appraisal within thirty (30) days after appointment of the Appointment Deadline, the expenses of such Appraiserappraisals shall be borne by the party selecting the appraiser. The determination of If the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers so appointed agree on the purchase price then the purchase price shall be excludedthe amount determined by them. If the two appraisers so appointed do not agree on the purchase price, and fifty if the difference between the purchase price determined by each appraiser is not more than five percent (505%) of the lower of the two appraisals, then the purchase price shall be an amount equal to the quotient obtained by dividing (A) the sum of the remaining purchase prices by each appraiser, by (B) two. If the two determinations appraisers so appointed do not agree on the purchase price, and if the difference between the Appraised Values determined by each appraiser is more than five percent (5%) of the lower of the two appraisals, then the two appraisers shall jointly appoint a third appraiser, the expense of any third appraisal shall be final and binding divided equally between the parties. If the first two appraisers so appointed shall be unable to agree on the appointment of a third appraiser within ten (10) days after their respective determinations of the purchase price, then they shall give written notice of such failure to agree to the parties. If the parties fail to agree on the selection of a third appraiser within ten (10) days after the first two appraisers give such notice, then within fifteen (15) days thereafter any party, upon written notice to the Lessor other party, may request such appointment by the then-existing President of the Appraisal Institute (or any other organization successor thereto), or in his/her failure to act, may apply for such appointment to the United States District Court for Maryland. If a third appraiser is appointed as provided herein, he/she shall make his/her determination of the purchase price within fifteen (15) days after his/her appointment and the Lessee as purchase price shall be the Fair Market Value purchase price determined by whichever of the Leased Propertyfirst two appraisers is (in the opinion of the third appraiser) closest in amount to the purchase price as determined by the third appraiser. Each appraiser appointed pursuant to this Section shall be a disinterested person of nationally recognized competence who has had a minimum of ten (10) years’ experience, ending on the date of appointment, in appraising full-service hotel and casino properties. Each appraiser shall determine the purchase price on the basis of all relevant factors affecting fair market value of the Premises with reference to the value of the Tenant Improvements as of the expiration of the Term and including the value of the future Rent payments under this Lease. The party appointing each appraiser shall be obligated, promptly after receipt of the valuation report prepared by the appraiser appointed by such party, to deliver a copy of such valuation report to the other party in the manner provided in Section 18.04. If a third appraiser is appointed, the third appraiser shall be directed, at the time of his/her appointment, to deliver copies of his/her valuation report, promptly after its completion, to all parties in the manner provided in Section 18.04.

Appraisal Process. The appraisers thus appointed, each of whom must be a member of the American Institute of Real Estate Appraisers (or any successor organization thereto), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the Leased Property to determine the Fair Market Value of the Leased Property as of the relevant date (giving effect to the impact, if any, of inflation from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall be an 107 119 amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiser. The determination of the appraiser which differs most in terms of dollar amount from the determinations of the other two appraisers shall be excluded, and fifty percent (50%) of the sum of the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.

Appraisal Process. (a) If an appraisal process is (i) ----------- ----------------- requested by an Interest Holder pursuant to SECTION 4.4, or (ii) required by SECTIONS 6.2(C), or 8.1, the fair market value shall be the value agreed upon by two qualified independent appraisers, one selected by the Members and one selected by a majority of the Minority (as defined). The "Minority" shall mean (i) for an appraisal pursuant to SECTION 4.4, the objecting Interest Holder(s), (ii) for an appraisal required by SECTION 6.2(C), the Member(s) who requested the appraisal, or (iii) for an appraisal required by SECTION 8.1, the Member(s) whose bona fide determination of the fair market value of the Company's net assets differs most from the majority of the Members' determination as described in SECTION 8.1(D). In determining the fair market value of the Company's assets which are equity securities, the appraisers shall apply discounts for lack of marketability or minority ownership, if appropriate, but shall not apply any premiums for controlling ownership. The appraisers thus appointedshall also follow the instructions set forth on Schedule B attached hereto. If the two selected ---------- appraisers cannot agree upon a value, each of whom must be a member and the lower of the American Institute two appraisers' valuations does not vary from the higher valuation by greater than 10% of Real Estate Appraisers (or any successor organization thereto)the higher valuation, shall, then the average of the two valuations shall be the fair market value. If the two appraisers have not agreed upon a value within forty-five (45) 90 days after the date selection of the notice appointing two appraisers, and if the lower valuation varies from the higher valuation by greater than 10% of the higher valuation, a third independent appraiser shall be chosen within ten days thereafter by the mutual agreement of the first appraisertwo appraisers. In such case, proceed to appraise the Leased Property to determine fair market value shall equal the Fair Market Value average of the Leased Property as three appraisers' determinations, except if one appraisal (the "First Appraisal") varies from the middle appraisal by more than twice the variance of the relevant date (giving effect to the impact, if any, of inflation third appraisal from the date of their decision to the relevant date); provided, however, that if only one appraiser shall have been so appointed, or if two appraisers shall have been so appointed but only one such appraiser shall have made such determination within fifty (50) days after the making of the Lessee's or the Lessor's requestmiddle appraisal, then the determination of such appraiser shall First Appraisal will not be final and binding upon included in the parties. If two appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed ten per cent (10%) of the lesser of such amounts, then the Fair Market Value of the Leased Property shall appraisals to be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser, but if such appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an appraiser within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period. If no such appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value of the Leased Property, whichever is earlier, either the Lessor or the Lessee may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value of the Leased Property within thirty (30) days after appointment of such Appraiseraveraged. The determination cost of the appraiser which differs most in terms of dollar amount from selected by the determinations of Members shall be borne by the Company and the other two appraisers costs of appraisal shall be excludedborne by the Minority, and fifty percent (50%) of except the sum of Company shall bear all appraisal costs under the remaining two determinations shall be final and binding upon the Lessor and the Lessee as the Fair Market Value of the Leased Property.following circumstances: