Common use of Base Rent Determination Clause in Contracts

Base Rent Determination. Anything in the Option Agreement to the contrary notwithstanding including, without limitation, Section 4.2 thereof, the Parties acknowledge and agree that the provisions of this Section 4 shall apply with respect to the Fair Market Rental Value determination process for Base Rent under the 2054 Lease and Fixed Rent under the LAFC Lease for the Extension Terms (the “Rent Determination Process”) with respect to the Option and/or the applicable Extension Term under the LAFC Lease and/or the 2054 Lease, as the case may be. At any time during the Rent Determination Notice Period in the table set forth on Schedule 1 attached hereto, Optionee may (or, if USC is the Optionee and USC shall then have the obligation under the LAFC Lease to pursue exercise of the applicable extension option under the Option Agreement or the 2054 Lease, at the written request of LAFC, USC shall) deliver a written notice to the other Parties hereto requesting the commencement of the Rent Determination Process (the “Rent Determination Notice”) with respect to the applicable Extension Option in the table set forth on Schedule 1. A Rent Determination Notice of any kind under this Tri-Party Agreement will in no event be deemed an option exercise notice of any kind under the LAFC Lease, the Option Agreement or the 2054 Lease. If District receives a Rent Determination Notice under this Section 4 during an LAFC Effective Period, then District and USC agree that the “meet and confer” provisions of Section 4.2(a) of the Option Agreement shall include LAFC in all aspects of the Rent Determination Process including, without limitation, (1) with respect to the negotiations of the Parties to arrive at a mutually acceptable Fair Market Rental Value without having to employ the appraisal process provided therein (the “Negotiated Rate”), or (2) with respect to the determination of Fair Market Rental Value pursuant to the appraisal process in said Section 4.2(a) (the “Appraised Rate” which, together with the Negotiated Rate is sometimes generically referred to herein as the “Determined Rate”), it being expressly understood and agreed that LAFC shall have the right to deliver an Appraiser Selection Notice and, if the Parties are unable to agree on a single Qualified Appraiser, then LAFC will have the right to select its own Qualified Appraiser and the terms of Sections 4.2(b), (c) and (d) shall be modified accordingly to account for an additional appraiser in the Rent Determination Process. The date the Determined Rate has been conclusively established in accordance with the foregoing terms shall be referred to herein as the “Determination Date,” and the parties agree to cooperate with each to cause the Determination Date to occur on or before the Latest Determination Dates in the table set forth on Schedule 1. Neither USC or LAFC will exercise the Option or its applicable Extension Option prior to the Determination Date, and if any dispute arises regarding the Determined Rate or the Rent Determination Process, and the Determination Date does not occur prior to the Latest Determination Date in the table set forth on Schedule 1, then all option exercise dates in the table set forth on Schedule 1 will be extended on a day for day basis for each day following the Latest Determination Date until the Determination Date actually occurs.

Base Rent Determination. Anything The Base Rent payable by Tenant for the Premises during the Option Term shall be determined as follows: (a) If Tenant provides Landlord with its unconditional binding notice of exercise pursuant to Section 2.3.2 above, then, prior to the commencement of the Option Term, Landlord shall deliver to Tenant a good faith written proposal of the Market Rate (“Landlord’s Initial Proposal”). Within twenty-one (21) days after receipt of Landlord’s Initial Proposal, Tenant shall notify Landlord in writing (1) that Tenant accepts Landlord’s Initial Proposal or (2) that Tenant elects to submit the determination of Market Rate to arbitration in accordance with Sections 2.3.4(b) through 2.3.4(d) below. If Tenant does not give Landlord a timely notice in response to Landlord’s Initial Proposal, Landlord’s Initial Proposal shall be binding upon Tenant. (b) If Tenant timely elects to submit the determination of Market Rate to arbitration, Landlord and Tenant shall first negotiate in good faith in an attempt to determine the Market Rate. If Landlord and Tenant are able to agree within thirty (30) days following the delivery of Tenant’s notice to Landlord electing arbitration (or if Tenant accepts Landlord’s Initial Proposal), then such agreement shall constitute a determination of Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Base Rent for the Option Term. If Landlord and Tenant are unable to agree on the Market Rate within such 30-day negotiating period, then within fifteen (15) days after the expiration of such negotiating period, the parties shall meet and concurrently deliver to each other in envelopes their respective good faith estimates of the Market Rate (set forth on a net effective rentable square foot per annum basis) (respectively, “Landlord’s Determination” and “Tenant’s Determination”). Landlord’s Determination may be more or less than Landlord’s Initial Proposal. If the higher of such estimates is not more than one hundred five percent (105%) of the lower, then the Market Rate shall be the average of the two. Otherwise, the dispute shall be resolved by arbitration in accordance with Sections 2.3.4(c) and 2.3.4(d) below. (c) Within seven (7) days after the exchange of estimates, the parties shall select as an arbitrator an independent real estate broker with at least five (5) years of experience in leasing commercial office space in the Option Agreement metropolitan area in which the Project is located (a “Qualified Appraiser”). If the parties cannot agree on a Qualified Appraiser, then within a second period of seven (7) days, each shall select a Qualified Appraiser and within ten (10) days thereafter the two appointed Qualified Appraisers shall select an independent Qualified Appraiser and the independent Qualified Appraiser shall be the sole arbitrator. If one party shall fail to select a Qualified Appraiser within the second seven (7) day period, then the Qualified Appraiser chosen by the other party shall be the sole arbitrator. (d) Within twenty-one (21) days after submission of the matter to the contrary notwithstanding including, without limitation, Section 4.2 thereofarbitrator, the Parties acknowledge arbitrator shall determine the Market Rate by choosing whichever of the estimates submitted by Landlord and agree Tenant the arbitrator judges to be more accurate. The arbitrator shall notify Landlord and Tenant of its decision, which shall be final and binding. If the arbitrator believes that expert advice would materially assist him, the provisions arbitrator may retain one or more qualified persons to provide expert advice. The fees of the arbitrator and the expenses of the arbitration proceeding, including the fees of any expert witnesses retained by the arbitrator, shall be paid by the party whose estimate is not selected. Each party shall pay the fees of its respective counsel and the fees of any witness called by that party. (e) Until the matter is resolved by agreement between the parties or a decision is rendered in any arbitration commenced pursuant to this Section 4 shall apply with respect to the Fair Market Rental Value determination process for 2.3, Tenant’s monthly payments of Base Rent under shall be in an amount equal to Landlord’s determination of the 2054 Lease and Fixed Rent under Market Rate. Within ten (10) business days following the LAFC Lease for resolution of such dispute by the Extension Terms (parties or the “Rent Determination Process”) with respect decision of the arbitrator, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the Option and/or the applicable Extension Term under the LAFC Lease and/or the 2054 Leaseamount of any deficiency or excess, as the case may be. At any time during the Rent Determination Notice Period , in the table set forth on Schedule 1 attached hereto, Optionee may (or, if USC is the Optionee and USC shall then have the obligation under the LAFC Lease to pursue exercise of the applicable extension option under the Option Agreement or the 2054 Lease, at the written request of LAFC, USC shall) deliver a written notice to the other Parties hereto requesting the commencement of the Base Rent Determination Process (the “Rent Determination Notice”) with respect to the applicable Extension Option in the table set forth on Schedule 1. A Rent Determination Notice of any kind under this Tri-Party Agreement will in no event be deemed an option exercise notice of any kind under the LAFC Lease, the Option Agreement or the 2054 Lease. If District receives a Rent Determination Notice under this Section 4 during an LAFC Effective Period, then District and USC agree that the “meet and confer” provisions of Section 4.2(a) of the Option Agreement shall include LAFC in all aspects of the Rent Determination Process including, without limitation, (1) with respect to the negotiations of the Parties to arrive at a mutually acceptable Fair Market Rental Value without having to employ the appraisal process provided therein (the “Negotiated Rate”), or (2) with respect to the determination of Fair Market Rental Value pursuant to the appraisal process in said Section 4.2(a) (the “Appraised Rate” which, together with the Negotiated Rate is sometimes generically referred to herein as the “Determined Rate”), it being expressly understood and agreed that LAFC shall have the right to deliver an Appraiser Selection Notice and, if the Parties are unable to agree on a single Qualified Appraiser, then LAFC will have the right to select its own Qualified Appraiser and the terms of Sections 4.2(b), (c) and (d) shall be modified accordingly to account for an additional appraiser in the Rent Determination Process. The date the Determined Rate has been conclusively established in accordance with the foregoing terms shall be referred to herein as the “Determination Date,” and the parties agree to cooperate with each to cause the Determination Date to occur on or before the Latest Determination Dates in the table set forth on Schedule 1. Neither USC or LAFC will exercise the Option or its applicable Extension Option prior to the Determination Date, and if any dispute arises regarding the Determined Rate or the Rent Determination Process, and the Determination Date does not occur prior to the Latest Determination Date in the table set forth on Schedule 1, then all option exercise dates in the table set forth on Schedule 1 will be extended on a day for day basis for each day following the Latest Determination Date until the Determination Date actually occurstheretofore paid.

Base Rent Determination. Anything The Base Rent payable by Tenant for the Premises during the Option Term shall be determined as follows: (a) If Tenant provides Landlord with its unconditional binding notice of exercise pursuant to Section 2.2.2 above, then, prior to the commencement of the Option Term, Landlord shall deliver to Tenant a good faith written proposal of the Market Rate (“Landlord’s Initial Proposal”). Within twenty-one (21) days after receipt of Landlord’s Initial Proposal, Tenant shall notify Landlord in writing (1) that Tenant accepts Landlord’s Initial Proposal or (2) that Tenant elects to submit the determination of Market Rate to arbitration in accordance with Sections 2.2.4(b) through 2.2.4(d) below. If Tenant does not give Landlord a timely notice in response to Landlord’s initial Proposal, Landlord’s Initial Proposal shall be binding upon Tenant. (b) If Tenant timely elects to submit the determination of Market Rate to arbitration. Landlord and Tenant shall first negotiate in good faith in an attempt to determine the Market Rate. If Landlord and Tenant are able to agree within thirty (30) days following the delivery of Tenant’s notice to Landlord electing arbitration (or if Tenant accepts Landlord’s Initial Proposal), then such agreement shall constitute a determination of Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Base Rent for the Option Term. If Landlord and Tenant are unable to agree on the Market Rate within such 30-day negotiating period, then within fifteen (15) days after the expiration of such negotiating period, the parties shall meet and concurrently deliver to each other in envelopes their respective good faith estimates of the Market Rate (set forth on a net effective rentable square foot per annum basis) (respectively, “Landlord’s Determination” and “Tenant’s Determination”). Landlord’s Determination may be more or less than Landlord’s Initial Proposal. If the higher of such estimates is not more than one hundred five percent (105%) of the lower, then the Market Rate shall be the average of the two. Otherwise, the dispute shall be resolved by arbitration in accordance with Sections 2.2.4(c) and 2.2.4(d) below. (c) Within seven (7) days after the exchange of estimates, the parties shall select as an arbitrator an independent real estate broker with at least five (5) years of experience in leasing commercial office space in the Option Agreement metropolitan area in which the Project is located (a “Qualified Appraiser”). If the parties cannot agree on a Qualified Appraiser, then within a second period of seven (7) days, each shall select a Qualified Appraiser and within ten (10) days thereafter the two appointed Qualified Appraisers shall select an independent Qualified Appraiser and the independent Qualified Appraiser shall be the sole arbitrator. If one party shall fail to select a Qualified Appraiser within the second seven (7) day period, then the Qualified Appraiser chosen by the other party shall be the sole arbitrator. (d) Within twenty-one (21) days after submission of the matter to the contrary notwithstanding including, without limitation, Section 4.2 thereofarbitrator, the Parties acknowledge arbitrator shall determine the Market Rate by choosing whichever of the estimates submitted by Landlord and agree Tenant the arbitrator judges to be more accurate. The arbitrator shall notify Landlord and Tenant of its decision, which shall be final and binding. If the arbitrator believes that expert advice would materially assist him, the provisions arbitrator may retain one or more qualified persons to provide expert advice. The fees of the arbitrator and the expenses of the arbitration proceeding, including the fees of any expert witnesses retained by the arbitrator, shall be paid by the party whose estimate is not selected. Each party shall pay the fees of its respective counsel and the fees of any witness called by that party. (e) Until the matter is resolved by agreement between the parties or a decision is rendered in any arbitration commenced pursuant to this Section 4 shall apply with respect to the Fair Market Rental Value determination process for 2.2. Tenant’s monthly payments of Base Rent under shall be in an amount equal to Landlord’s determination of the 2054 Lease and Fixed Rent under Market Rate. Within ten (10) business days following the LAFC Lease for resolution of such dispute by the Extension Terms (parties or the “Rent Determination Process”) with respect decision of the arbitrator, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the Option and/or the applicable Extension Term under the LAFC Lease and/or the 2054 Leaseamount of any deficiency or excess, as the case may be. At any time during the Rent Determination Notice Period , in the table set forth on Schedule 1 attached hereto, Optionee may (or, if USC is the Optionee and USC shall then have the obligation under the LAFC Lease to pursue exercise of the applicable extension option under the Option Agreement or the 2054 Lease, at the written request of LAFC, USC shall) deliver a written notice to the other Parties hereto requesting the commencement of the Base Rent Determination Process (the “Rent Determination Notice”) with respect to the applicable Extension Option in the table set forth on Schedule 1. A Rent Determination Notice of any kind under this Tri-Party Agreement will in no event be deemed an option exercise notice of any kind under the LAFC Lease, the Option Agreement or the 2054 Lease. If District receives a Rent Determination Notice under this Section 4 during an LAFC Effective Period, then District and USC agree that the “meet and confer” provisions of Section 4.2(a) of the Option Agreement shall include LAFC in all aspects of the Rent Determination Process including, without limitation, (1) with respect to the negotiations of the Parties to arrive at a mutually acceptable Fair Market Rental Value without having to employ the appraisal process provided therein (the “Negotiated Rate”), or (2) with respect to the determination of Fair Market Rental Value pursuant to the appraisal process in said Section 4.2(a) (the “Appraised Rate” which, together with the Negotiated Rate is sometimes generically referred to herein as the “Determined Rate”), it being expressly understood and agreed that LAFC shall have the right to deliver an Appraiser Selection Notice and, if the Parties are unable to agree on a single Qualified Appraiser, then LAFC will have the right to select its own Qualified Appraiser and the terms of Sections 4.2(b), (c) and (d) shall be modified accordingly to account for an additional appraiser in the Rent Determination Process. The date the Determined Rate has been conclusively established in accordance with the foregoing terms shall be referred to herein as the “Determination Date,” and the parties agree to cooperate with each to cause the Determination Date to occur on or before the Latest Determination Dates in the table set forth on Schedule 1. Neither USC or LAFC will exercise the Option or its applicable Extension Option prior to the Determination Date, and if any dispute arises regarding the Determined Rate or the Rent Determination Process, and the Determination Date does not occur prior to the Latest Determination Date in the table set forth on Schedule 1, then all option exercise dates in the table set forth on Schedule 1 will be extended on a day for day basis for each day following the Latest Determination Date until the Determination Date actually occurstheretofore paid.

Base Rent Determination. Anything in The Base Rent payable by Tenant for the Option Agreement Premises during each Renewal Term shall be determined as follows: (a) Not sooner than three hundred sixty-five (365) days nor later than two hundred seventy (270) days prior to the contrary notwithstanding includingthen current Termination Date, without limitationTenant may notify Landlord of Tenant's interest in exercising a Renewal Option. If Tenant gives Landlord such notice, Section 4.2 thereofLandlord and Tenant shall negotiate in good faith to determine the Market Rate for the Premises for the applicable Renewal Term. If Landlord and Tenant are able to agree on such Market Rate prior to the date that that is two hundred forty (240) days prior to the then current Termination Date (the "Exercise Deadline"), then such agreement shall constitute a determination of the Parties acknowledge Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Base Rent for the applicable Renewal Term. If Landlord and Tenant are unable to agree that on the Market Rate for the applicable Renewal Term prior to the Exercise Deadline, Tenant may (i) exercise the applicable Renewal Option in accordance with the provisions of this Section 4 31.2 above, in which case the determination of Market Rate shall apply be made in accordance with respect Subsections 31.4(c), (d), and (e) below, or (ii) elect not to exercise the Renewal Option. (b) If Tenant does not notify Landlord of its interest in exercising the applicable Renewal Option pursuant to Section 31.4(a) above, but provides Landlord with its unconditional binding notice of exercise pursuant to Section 31.2 above, then, prior to the Fair commencement of the applicable Renewal Term, Landlord shall deliver to Tenant a good faith written proposal of the Market Rental Value Rate. Within twenty-one (21) days after receipt of Landlord's proposal, Tenant shall notify Landlord in writing (1) that Tenant accepts Landlord's proposal or (2) that Tenant elects to submit the determination process of Market Rate to arbitration in accordance with Subsections 31.4(c) through 31.4(d) below. If Tenant does not give Landlord a timely notice in response to Landlord's proposal, Landlord's proposal of Market Rate shall be binding upon Tenant. If Tenant timely elects to submit the determination of Market Rate to arbitration, Landlord and Tenant shall first negotiate in good faith in an attempt to determine the Market Rate. If Landlord and Tenant are able to agree within thirty (30) days following the delivery of Tenant's notice to Landlord electing arbitration (the "Negotiation Period") (or if Tenant accepts Landlord's initial proposal), then such agreement shall constitute a determination of Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Base Rent under the 2054 Lease and Fixed Rent under the LAFC Lease for the Extension Terms applicable Renewal Term. (c) If Tenant exercises the “Rent Determination Process”Renewal Option as described in Section 31.4(a) with respect above, or if Landlord and Tenant are unable to agree on the Option and/or Market Rate within the applicable Extension Term under Negotiating Period as described in Section 31.4(b) above, then within fifteen (15) days after Tenant's exercise or the LAFC Lease and/or expiration of the 2054 LeaseNegotiating Period, as the case may be. At any time during , the Rent Determination Notice Period parties shall meet and concurrently deliver to each other in envelopes their respective good faith estimates of the table Market Rate (set forth on Schedule 1 attached hereto, Optionee a net effective rentable square foot per annum basis). Each party's estimate may (orbe more or less than such party's proposals of Market Rate, if USC is any, made under Section 31.4(a) above. If the Optionee and USC shall then have the obligation under the LAFC Lease to pursue exercise higher of the applicable extension option under the Option Agreement or the 2054 Lease, at the written request of LAFC, USC shall) deliver a written notice to the other Parties hereto requesting the commencement of the Rent Determination Process parties' estimates is not more than one hundred five percent (the “Rent Determination Notice”) with respect to the applicable Extension Option in the table set forth on Schedule 1. A Rent Determination Notice of any kind under this Tri-Party Agreement will in no event be deemed an option exercise notice of any kind under the LAFC Lease, the Option Agreement or the 2054 Lease. If District receives a Rent Determination Notice under this Section 4 during an LAFC Effective Period, then District and USC agree that the “meet and confer” provisions of Section 4.2(a105%) of the Option Agreement lower, then the Market Rate shall include LAFC in all aspects be the average of the Rent Determination Process includingtwo. Otherwise, without limitation, (1) the dispute shall be resolved by arbitration in accordance with respect to the negotiations of the Parties to arrive at a mutually acceptable Fair Market Rental Value without having to employ the appraisal process provided therein (the “Negotiated Rate”), or (2) with respect to the determination of Fair Market Rental Value pursuant to the appraisal process in said Section 4.2(a) (the “Appraised Rate” which, together with the Negotiated Rate is sometimes generically referred to herein as the “Determined Rate”), it being expressly understood and agreed that LAFC shall have the right to deliver an Appraiser Selection Notice and, if the Parties are unable to agree on a single Qualified Appraiser, then LAFC will have the right to select its own Qualified Appraiser and the terms of Sections 4.2(b), (cSubsections 31.4(d) and 31.4(e) below. (d) Within seven (7) days after the exchange of estimates, the parties shall be modified accordingly to account for select as an additional appraiser arbitrator an independent real estate broker with at least five (5) years of experience in leasing commercial office space in the Rent Determination Process. The date metropolitan area in which the Determined Rate has been conclusively established in accordance with the foregoing terms shall be referred to herein as the “Determination Date,” and the parties agree to cooperate with each to cause the Determination Date to occur on or before the Latest Determination Dates in the table set forth on Schedule 1. Neither USC or LAFC will exercise the Option or its applicable Extension Option prior to the Determination Date, and if any dispute arises regarding the Determined Rate or the Rent Determination Process, and the Determination Date does not occur prior to the Latest Determination Date in the table set forth on Schedule 1, then all option exercise dates in the table set forth on Schedule 1 will be extended on Project is located (a day for day basis for each day following the Latest Determination Date until the Determination Date actually occurs."

Base Rent Determination. Anything in The Base Rent payable by Tenant for the Option Agreement Premises during each Renewal Term shall be determined as follows: (a) Not sooner than three hundred sixty-five (365) days nor later than two hundred seventy (270) days prior to the contrary notwithstanding includingthen current Termination Date, without limitationTenant may notify Landlord of Tenant's interest in exercising a Renewal Option. If Tenant gives Landlord such notice, Section 4.2 thereofLandlord and Tenant shall negotiate in good faith to determine the Market Rate for the Premises for the applicable Renewal Term. If Landlord and Tenant are able to agree on such Market Rate prior to the date that that is two hundred forty (240) days prior to the then current Termination Date (the "Exercise Deadline"), then such agreement shall constitute a determination of the Parties acknowledge Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Base Rent for the applicable Renewal Term. If Landlord and Tenant are unable to agree that on the Market Rate for the applicable Renewal Term prior to the Exercise Deadline, Tenant may (i) exercise the applicable Renewal Option in accordance with the provisions of this Section 4 31.2 above, in which case the determination of Market Rate shall apply be made in accordance with respect Subsections 31.4(c), (d), and (e) below, or (ii) elect not to exercise the Renewal Option. (b) If Tenant does not notify Landlord of its interest in exercising the applicable Renewal Option pursuant to Section 31.4(a) above, but provides Landlord with its unconditional binding notice of exercise pursuant to Section 31.2 above, then, prior to the Fair commencement of the applicable Renewal Term, Landlord shall deliver to Tenant a good faith written proposal of the Market Rental Value Rate. Within twenty-one (21) days after receipt of Landlord's proposal, Tenant shall notify Landlord in writing (1) that Tenant accepts Landlord's proposal or (2) that Tenant elects to submit the determination process of Market Rate to arbitration in accordance with Subsections 31.4(c) through 31.4(d) below. If Tenant does not give Landlord a timely notice in response to Landlord's proposal, Landlord's proposal of Market Rate shall be binding upon Tenant. If Tenant timely elects to submit the determination of Market Rate to arbitration, Landlord and Tenant shall first negotiate in good faith in an attempt to determine the Market Rate. If Landlord and Tenant are able to agree within thirty (30) days following the delivery of Tenant's notice to Landlord electing arbitration (the "Negotiation Period") (or if Tenant accepts Landlord's initial proposal), then such agreement shall constitute a determination of Market Rate for purposes of this Section, and the parties shall immediately execute an amendment to this Lease stating the Base Rent under the 2054 Lease and Fixed Rent under the LAFC Lease for the Extension Terms applicable Renewal Term. (c) If Tenant exercises the “Rent Determination Process”Renewal Option as described in Section 31.4(a) with respect above, or if Landlord and Tenant are unable to agree on the Option and/or Market Rate within the applicable Extension Term under Negotiating Period as described in Section 31.4(b) above, then within fifteen (15) days after Tenant's exercise or the LAFC Lease and/or expiration of the 2054 LeaseNegotiating Period, as the case may be. At any time during , the Rent Determination Notice Period parties shall meet and concurrently deliver to each other in envelopes their respective good faith estimates of the table Market Rate (set forth on Schedule 1 attached hereto, Optionee a net effective rentable square foot per annum basis). Each party's estimate may (orbe more or less than such party's proposals of Market Rate, if USC is any, made under Section 31.4(a) above. If the Optionee and USC shall then have the obligation under the LAFC Lease to pursue exercise higher of the applicable extension option under the Option Agreement or the 2054 Lease, at the written request of LAFC, USC shall) deliver a written notice to the other Parties hereto requesting the commencement of the Rent Determination Process parties' estimates is not more than one hundred five percent (the “Rent Determination Notice”) with respect to the applicable Extension Option in the table set forth on Schedule 1. A Rent Determination Notice of any kind under this Tri-Party Agreement will in no event be deemed an option exercise notice of any kind under the LAFC Lease, the Option Agreement or the 2054 Lease. If District receives a Rent Determination Notice under this Section 4 during an LAFC Effective Period, then District and USC agree that the “meet and confer” provisions of Section 4.2(a105%) of the Option Agreement lower, then the Market Rate shall include LAFC in all aspects be the average of the Rent Determination Process includingtwo. Otherwise, without limitationthe dispute shall be resolved by arbitration in accordance with Subsections 31.4(d) and 31.4(e) below. (d) Within seven (7) days after the exchange of estimates, the parties shall select as an arbitrator an independent real estate broker with at least five (15) with respect to years of experience in leasing commercial office space in the negotiations of metropolitan area in which the Parties to arrive at Project is located (a mutually acceptable Fair Market Rental Value without having to employ "Qualified Appraiser"). If the appraisal process provided therein (the “Negotiated Rate”), or (2) with respect to the determination of Fair Market Rental Value pursuant to the appraisal process in said Section 4.2(a) (the “Appraised Rate” which, together with the Negotiated Rate is sometimes generically referred to herein as the “Determined Rate”), it being expressly understood and agreed that LAFC shall have the right to deliver an Appraiser Selection Notice and, if the Parties are unable to parties cannot agree on a single Qualified Appraiser, then LAFC will have within a second period of seven (7) days, each shall select a Qualified Appraiser and within ten (10) days thereafter the right to two appointed Qualified Appraisers shall select its own an independent Qualified Appraiser and the terms of Sections 4.2(b), (c) and (d) independent Qualified Appraiser shall be modified accordingly the sole arbitrator. If one party shall fail to account for select a Qualified Appraiser within the second seven (7) day period, then the Qualified Appraiser chosen by the other party shall be the sole arbitrator. (e) Within twenty-one (21) days after submission of the matter to the arbitrator, the arbitrator shall determine the Market Rate by choosing whichever of the estimates submitted by Landlord and Tenant the arbitrator judges to be more accurate. The arbitrator shall notify Landlord and Tenant of its decision, which shall be final and binding. If the arbitrator believes that expert advice would materially assist him, the arbitrator may retain one or more qualified persons to provide expert advice. The fees of the arbitrator and the expenses of the arbitration proceeding, including the fees of any expert witnesses retained by the arbitrator, shall be paid by the party whose estimate is not selected. Each party shall pay the fees of its respective counsel and the fees of any witness called by that party. (f) Until the matter is resolved by agreement between the parties or a decision is rendered in any arbitration commenced pursuant to this Section 31, Tenant's monthly payments of Base Rent shall be in an additional appraiser amount equal to Landlord's determination of the Market Rate. Within ten (10) business days following the resolution of such dispute by the parties or the decision of the arbitrator, as applicable, Tenant shall pay to Landlord, or Landlord shall pay to Tenant, the amount of any deficiency or excess, as the case may be, in the Base Rent Determination Process. The date the Determined Rate has been conclusively established in accordance with the foregoing terms shall be referred to herein as the “Determination Date,” and the parties agree to cooperate with each to cause the Determination Date to occur on or before the Latest Determination Dates in the table set forth on Schedule 1. Neither USC or LAFC will exercise the Option or its applicable Extension Option prior to the Determination Date, and if any dispute arises regarding the Determined Rate or the Rent Determination Process, and the Determination Date does not occur prior to the Latest Determination Date in the table set forth on Schedule 1, then all option exercise dates in the table set forth on Schedule 1 will be extended on a day for day basis for each day following the Latest Determination Date until the Determination Date actually occurstheretofore paid.