Common use of Determination of Fair Market Rent Clause in Contracts

Determination of Fair Market Rent. Fair Market Rent shall be determined as follows: Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination of Fair Market Rent for the Extension Term within thirty (30) days of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s determination of the Fair Market Rent, whereupon in the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term shall be deemed to be Landlord’s determination of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (10) days after receipt of both reports, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting the aforesaid criteria and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or Tenant, and the third Real Estate Professional will determine the Fair Market Rent by selecting either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the determinations of Fair Market Rent made by the first two Real Estate Professionals as aforesaid. Landlord and Tenant shall each pay the Real Estate Professional that it appoints, and shall share equally the cost of the third Real Estate Professional.

Determination of Fair Market Rent. Fair Market Rent shall be determined as follows: Within fifteen (15) days after receipt of Tenant’s Option Notice, Landlord shall give advise Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination of the Fair Market Rent for the Extension Term Premises for the First Option Period or the Second Option Period, as applicable, and the Base Rent that would be payable for the Option Period based upon the terms of Sections 3.2 or 3.3 above, as applicable. Tenant, within thirty fifteen (3015) days after the date on which Landlord advises Tenant of the Fair Market Rent for the applicable Option Period, shall either (i) give Landlord final binding written notice (“Binding Notice”) of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice exercise of its agreement Option, or (ii) if Tenant disagrees with or objection to Landlord’s determination of the Fair Market Rent, whereupon in provide Landlord with written notice of rejection (the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set forth below“Rejection Notice”). If Tenant does not notify fails to provide Landlord with either a Binding Notice or Rejection Notice within such 30-fifteen (15) day period of period, Tenant’s agreement Option shall be null and void and of no further force and effect. If Tenant provides Landlord with or objection a Binding Notice, Landlord and Tenant shall enter into an amendment to Landlord’s determination of this Lease upon the Fair Market Rentterms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, then Landlord and Tenant shall work together in good faith to agree upon the Fair Market Rent for the Extension Term shall be deemed to be Landlord’s determination of Premises for the applicable Option Period. When Landlord and Tenant have agreed upon the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of for the Fair Market RentPremises, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination shall enter into an amendment to this Lease confirming the extension of the Fair Market RentTerm for such five-year period and the Base Rent for the Premises for such Option Period in accordance with the terms and conditions hereof. If Notwithstanding the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rateforegoing, then if Landlord and Tenant are unable to agree upon the Fair Market Rent will be an average of such amounts. However, if for the higher amount is more than one hundred ten Premises within thirty (110%) percent of the lower amount, then within ten (1030) days after receipt of both reportsthe date Tenant provides Landlord with the Rejection Notice, then Landlord and Tenant will jointly appoint a third Real Estate Professional meeting the aforesaid criteria and who does not have and has not hadshall each, within five (5) business days following the expiration of such 30-day period, appoint a qualified MAI appraiser who has had at least 5 years prior to such appointmentexperience within the previous 10 years as a real estate appraiser working in the area, in turn those two independent MAI appraisers shall appoint a business relationship with either Landlord or Tenant, third MAI appraiser satisfying the same criteria and the third Real Estate Professional will determine majority shall decide upon the Fair Market Rent by selecting for the Premises for the applicable Option Period within thirty (30) days after the last appraiser has been appointed. If either Landlord or Tenant fails to appoint an appraiser within the Fair Market Rent determination of Landlord’s Real Estate Professional or 5-day period referred to above, the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the determinations of Fair Market Rent made appraiser appointed by the first two Real Estate Professionals as aforesaidother party shall be the sole appraiser for the purposes hereof. Landlord and Tenant shall each pay equally share in the Real Estate Professional expense of this appraisal except that it appointsin the event the Fair Market Rent for the Premises is found to be within five percent (5%) of the original rate quoted by Landlord, and then Tenant shall share equally bear the full cost of the third Real Estate Professionalappraisal process, and in the event the Fair Market Rent for the Premises is found to be more than five percent (5%) less than the original rate quoted by Landlord, then Landlord shall bear the full cost of the appraisal process.

Determination of Fair Market Rent. Fair Market Rent Upon exercise of the right to --------------------------------- extend the term, and included within the Notice of Exercise, Tenant shall be determined as follows: notify Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination its opinion of Fair Market Rent as above defined for the Extension Extended Term. If the parties are unable to agree upon a Minimum Rent for the Extended Term within thirty (30) days following Landlord's receipt of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of Exercise, within ten days thereafter either party may, at its agreement with or objection sole cost and expense and by giving notice to Landlord’s determination the other party in writing, appoint a real estate appraiser who is a member of the Fair Market RentAppraisal Institute, whereupon or the Society of Real Estate Appraisers, or an equivalent professional organization, with at least five years' experience appraising properties devoted to the same general type of use (e.g. retail, office) as the Premises in the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted county in which the manner Premises are located ("Qualified Appraiser") to set forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term Extended Term. If a party does not appoint a Qualified Appraiser within ten days after the first party has given notice of the name of its Qualified Appraiser, the single Qualified Appraiser appointed shall be deemed the sole appraiser and shall set the Fair Market Rent for the Extended Term. If two Qualified Appraisers are appointed by the parties, they shall meet promptly, on five days' notice to the parties, to take such evidence and other information as the parties may deem reasonable to submit to the Qualified Appraisers. Within thirty days after the selection of the last of the two Qualified Appraisers to be Landlord’s determination appointed by the parties, the Qualified Appraisers shall render their opinions of the Fair Market Rent of the Premises as set forth in Landlord’s Fair Market Rent Notice to Tenantabove qualified. If Tenant does notify Landlord the two valuations are within such 30-day period ten percent of Tenant’s objection to Landlord’s determination each other, they shall be averaged and the average of the two shall be the Minimum Rent for the Extended Term. If only one appraisal is timely submitted, that appraisal shall constitute the Minimum Rent for the Extended Term. If the two valuations are separated by more than ten percent, then the two Qualified Appraisers shall, within ten days following the last date for submission of the two appraisals of Fair Market Rent, then within ten (10) days of Tenant’s giving such notice of objection to Landlordappoint a third Qualified Appraiser, each of Tenant and Landlord who shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then decide the Fair Market Rent will be an average for the Extended Term as specified in Section 7 of this Addendum. If the two Qualified Appraisers are unable to agree upon a third Qualified Appraiser within such amounts. Howeverten-day period, if they shall notify the higher amount is more than one hundred ten (110%) percent parties hereto in writing of the lower amount, then within ten (10) days after receipt of both reports, Landlord and Tenant will jointly their inability to appoint a third Real Estate Professional meeting the aforesaid criteria and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or TenantQualified Appraiser, and the third Real Estate Professional will determine the Fair Market Rent by selecting within ten days following receipt of such notice either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professionalparties to this Lease, respectively, is closer by giving five days' notice to the actual Fair Market Rent other party, may demand Arbitration as specified in Section 6 of this Addendum. If neither party applies for Arbitration within the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of ten-day period herein specified, the determinations two appraisals of Fair Market Rent made by the first two Real Estate Professionals shall be averaged as aforesaid. Landlord and Tenant shall each pay the Real Estate Professional that it appointsstated above, and such average shall share equally be the cost of Minimum Rent for the third Real Estate ProfessionalExtended Term.

Determination of Fair Market Rent. As used in this Lease, "Fair Market Rent" means the effective fair market rent for the Premises in its "as is" condition, including those portions of the "Initial Improvements" (as defined in the Work Letter attached hereto as EXHIBIT C) and "Alterations" (as defined in Section 11.0(f) below) which Lessee is not permitted or required hereunder to remove at the expiration or earlier termination of this Lease), as of the day with respect to which such determination is being made, for a term of five (5) years. Fair Market Rent shall be determined as follows: Landlord based upon the rents generally in effect for similar premises for office/research and development uses in similar buildings in the Cambridge, Massachusetts area in which the Premises is located, adjusted to a "net" lease basis, taking into account all facts and circumstances customarily taken into account by prudent and commercially reasonable lessors and lessees including, without limitation, concessions then customarily granted to lessees of similar premises for similar uses in similar buildings in the Cambridge, Massachusetts area in which the Premises is located, but specifically excluding moving allowances. Within ten (10) days after Lessor receives Lessee's Exercise Notice, Lessor shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s provide to Lessee Lessor's good faith determination of Fair Market Rent. If Lessor and Lessee are unable to agree on the Fair Market Rent for within thirty (30) days thereafter, then Lessee shall have the right, by giving written notice to Lessor within ten (10) days after the expiration of such 30-day period, to rescind its exercise of the Extension Option, in which case the Lease Term shall expire on the last day of the Initial Term. If Lessee does not give such notice of rescission to Lessor within such 10-day period, then Lessor and Lessee shall, not later than thirty (30) days after the expiration of such initial 30-day period, each retain a real estate professional with at least ten (10) years' continuous experience in the business of appraising or marketing commercial real estate in the Cambridge, Massachusetts vicinity, who shall, within thirty (30) days of Tenant’s giving his or her selection, prepare a written report summarizing his or her conclusion as to Landlord Fair Market Rent. Lessor and Lessee shall simultaneously exchange such reports; PROVIDED, HOWEVER, that if one party has not obtained such a report within such 30-day period, then the Tenant’s Extension Noticedetermination set forth in the other party's report shall be final and binding upon the parties. Tenant If both parties receive reports within such time and the lesser of the two determinations is within ten (10%) percent of the higher determination, then the average of these determinations shall thereafter notify Landlord be deemed to be Fair Market Rent. If these determinations differ by more than ten (10%) percent, then Lessor and Lessee shall mutually select a person with the qualifications stated above (the "Final Professional") to resolve the dispute as to Fair Market Rent. If Lessor and Lessee cannot agree upon the designation of the Final Professional within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s determination the exchange of the Fair Market Rentfirst valuation reports, whereupon in either party may apply to the case of Tenant’s objectionAmerican Arbitration Association, Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with Greater Boston Real Estate Board, or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent any successor thereto for the Extension Term shall be deemed to be Landlord’s determination designation of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenanta Final Professional. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within Within ten (10) days of Tenant’s giving such notice the selection of objection the Final Professional, Lessor and Lessee shall each submit to Landlord, each the Final Professional a copy of Tenant and Landlord shall choose an MAI their respective real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her professional's determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten The Final Professional shall not perform his or her own valuation but rather shall, within thirty (10%) percent more than the lower rate, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (1030) days after receipt of both reportssuch submissions, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting select the aforesaid criteria and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or Tenant, and the third Real Estate Professional will determine the Fair Market Rent by selecting either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, submission which is closer closest to the actual Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the determinations determination of Fair Market Rent which the Final Professional would have made by acting alone. The Final Professional shall give notice of his or her selection to Lessor and Lessee and such decision shall be final and binding upon Lessor and Lessee. Each party shall pay the fees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this paragraph, and the losing party shall pay the fees and expenses of the Final Professional. In the event that Fair Market Rent has not been finally determined in the manner provided above as of the first two Real Estate Professionals day of any Extension Term, then Basic Rent shall be due and payable at the rate stated by Lessor as aforesaid. Landlord and Tenant shall each pay the Real Estate Professional that it appointsits good faith estimate of Fair Market Rent, and Lessor and Lessee shall share equally the cost of the third Real Estate Professionalmake such adjustment (and payment or credit as necessary) within thirty (30) days after Fair Market Rent is finally determined.

Determination of Fair Market Rent. The term "Fair Market Rent" for the purposes of this Lease shall mean the annual amount per rentable square foot that what a willing, comparable tenant would pay, and a willing, comparable landlord of a non-sublease, non-encumbered, non-equity, similarly serviced, comparably improved and situated biotechnical research/office building would accept for similarly sized and situated Premises for a comparable use for a comparable period of time under a lease with comparable terms to that of this Lease (but for the resetting of annual Base Rent) ("Comparable Transactions"). The setting of Fair Market Rent shall involve only an adjustment of Base Rent, and shall not require Landlord to grant any other concession such as tenant improvement allowances. Nevertheless, in setting such Fair Market Rent in relation to other contemporaneous transactions in the market, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause, the extent of Tenant's liability under the Lease, brokerage commissions, length of lease term, size and location of premises being leased, building standard work letter and/or tenant improvement allowances, if any, and other generally applicable conditions of tenancy for such Comparable Transactions. The intent is that Tenant will obtain the same Base Rent that Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Base Rent that Landlord would otherwise make, and receive in Comparable Transactions. With respect to Tenant and any successor to Tenant by merger or acquisition, for the purposes of setting Fair Market Rent the Premises shall be deemed improved only with Landlord's Work and the building standard tenant improvements available that would have been built had the Tenant Improvement Allowance been [*] per usable square foot and not with any (a) alterations and improvements paid for out-of-pocket by Tenant or (b) tenant improvements above the [*] per usable square foot allowance provided by Landlord. With respect to any other renewing Tenant (e.g. an assignee other than by merger or asset acquisition), the Fair Market Rent shall be determined as follows: Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination of Fair Market Rent for set based on the Extension Term within thirty (30) days of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s determination actual condition of the Fair Market Rent, whereupon Premises or (at Landlord's option) the condition in which Tenant would be required to leave the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with or objection to Landlord’s determination Premises upon expiration of the Fair Market Rent, then the Fair Market Rent for the Extension Term shall be deemed to be Landlord’s determination of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (10) days after receipt of both reports, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting the aforesaid criteria and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or Tenant, and the third Real Estate Professional will determine the Fair Market Rent by selecting either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the determinations of Fair Market Rent made by the first two Real Estate Professionals as aforesaid. Landlord and Tenant shall each pay the Real Estate Professional that it appoints, and shall share equally the cost of the third Real Estate ProfessionalLease.

Determination of Fair Market Rent. Fair Market The annual Rent payable by Tenant for the Expansion Space shall be the greater of (x) the then annual escalated Rent payable with respect to the Premises, including all escalations and additional rent payable pursuant to Article 28 hereof or as herein otherwise provided, or (y) the then fair market rental value of the Expansion Space. Such fair market rental value shall be determined as follows: : (i) Within thirty (30) days following Landlord's receipt of Tenant's written request therefor, Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s its determination of the fair market rental value which will be appropriate for the Expansion Space (the AFair Market Rent@), it being agreed that Landlord shall base its determination, as Landlord deems appropriate, upon the then current and projected rents for spaces in the Building which are then for rent (or, if none, those rented during the prior twelve (12) months) or projected to be for rent during the balance of the Term, adjusted for any special conditions applicable to such spaces and leases and for location, length of term, amount of space and other factors Landlord deems relevant in computing rent for spaces in the Building, including adjustments for anticipated inflation, fluctuations in market rents and price conditions. (ii) Tenant shall accept or reject Landlord's determination of the Fair Market Rent for the Extension Term Expansion Space within thirty fifteen (3015) days of Tenant’s giving to Landlord the Tenant’s Extension Notice. Tenant shall thereafter notify Landlord within thirty (30) days 's receipt of Landlord’s giving 's notice setting forth the same. If accepted by Tenant, the Expansion Space shall be deemed included in the Premises and Tenant agrees to enter into an amendment of this Lease confirming the same as provided in subsection A of this Article 41. (iii) Otherwise, if Tenant rejects Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s 's determination of the Fair Market Rent, whereupon in Landlord and Tenant shall use their good faith efforts to agree upon the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in of the manner set forth belowExpansion Space. If In the event Landlord and Tenant does cannot notify Landlord reach agreement within such 30-day period fifteen (15) days after the date of Tenant’s agreement with or objection to 's notice rejecting Landlord’s 's determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term Landlord and Tenant shall be deemed to be Landlord’s determination each select a reputable qualified, licensed real estate broker, who is a member of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period Real Estate Board of Tenant’s objection to Landlord’s determination of the Fair Market RentNew York, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with who has at least ten (10) years of professional experience dealing in New York County and who is familiar with properties similar to the Property rentals then being charged in the vicinity of the Property Building and in comparable buildings (each a “Real Estate Professional”respectively, "Landlord's Broker" and "Tenant's Broker") and notify the other party of the person so selected. The Real Estate Professionals so selected who shall each determine and confer promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both after their selection by Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then and shall use their best efforts to agree upon the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amountExpansion Space. If Landlord's Broker and Tenant's Broker cannot reach agreement within fifteen (15) days after the date such brokers have been selected, then then, within ten (10) days after receipt of both reportsthereafter, Landlord and Tenant will jointly appoint they shall designate a third reputable, licensed real estate broker, who is a member of the Real Estate Professional meeting the aforesaid criteria Board of New York, who has at least ten (10) years experience in New York County and who does not have is familiar with the rentals then being charged in the Building and has not hadin comparable buildings (the "Independent Broker"). Upon the failure of Landlord's Broker and Tenant's Broker to agree upon the designation of the Independent Broker, within five then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (510) years prior business days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord's Broker and Tenant's Broker shall each submit a business relationship letter to the Independent Broker, with either a copy to Landlord or and Tenant, and the third Real Estate Professional will determine setting forth such broker's estimate of the Fair Market Rent by selecting of the Expansion Space (respectively, "Landlord's Broker's Letter" and "Tenant's Broker's Letter"). The Independent Broker shall conduct such investigations and hearings as he/she may deem appropriate and shall, within fifteen (15) days after the date of his/her designation, choose either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as rental set forth in the reports from Landlord’s Real Estate Professional 's Broker's Letter or Tenant’s Real Estate Professional's Broker's Letter to be the Rent for the Expansion Space, respectively, is closer to the actual Fair Market Rent in the opinion of and such third Real Estate Professional. The third Real Estate Professional choice shall have no discretion other than to select one of the determinations of Fair Market Rent made by the first two Real Estate Professionals as aforesaidbe binding upon Landlord and Tenant. Landlord and Tenant shall each pay the Real Estate Professional that it appoints, fees and shall share equally the cost expenses of its respective broker. The fees and expenses of the third Real Estate ProfessionalIndependent Broker shall be shared equally by Landlord and Tenant.

Determination of Fair Market Rent. Upon exercise of the right to extend the term, and included within the Notice of Exercise, Lessee shall notify Lessor of its opinion of Fair Market Rental as above defined for the Extended Term. If Lessor disagrees with Xxxxxx’s opinion of the Fair Market Rental and believes the Fair Market Rental would be higher than the Minimum Monthly Rent in effect immediately prior to the commencement date of the Extended Term , it shall be determined as follows: Landlord shall give Tenant written notice so notify Lessee (“LandlordLessor’s Fair Market Rent Value Notice”) of Landlord’s determination of Fair Market Rent for the Extension Term within thirty (30) days after receipt of TenantXxxxxx’s giving Notice of Exercise. If the parties are unable to Landlord resolve their differences within ten (10) business days thereafter, Lessee may withdraw its Notice of Exercise (in which case the Tenantterm of this Lease shall not extend). If Lessee does not withdraw its Notice of Exercise but does send Lessor notice that it does not agree to Lessor’s Extension Value Notice, either party may apply for Arbitration as provided below. If neither party applies for Arbitration and Lessee has not withdrawn its Notice of Exercise within ten (10) business days after receipt by Lessee of Lessor’s Value Notice, Lessee shall be bound to the Fair Market Rental stated in Lessor’s Value Notice. Tenant Should either party elect to arbitrate, and if the arbitration is not concluded before the commencement of the Extended Term, Lessee shall thereafter notify Landlord pay Minimum Monthly Rent to Lessor in an amount equal to the Fair Market Rental set forth in Lessor’s Value Notice, until the Fair Market Rental is determined in accordance with the arbitration provisions hereof (“Arbitration”). If the Fair Market Rental as determined by Arbitration differs from that stated in Lessor’s Value Notice, then any adjustment required to correct the amount previously paid by Lessee shall be made by payment by the appropriate party within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s after the determination of the Fair Market Rent, whereupon in the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term shall be deemed to be Landlord’s determination of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property in the vicinity of the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rate, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (10) days after receipt of both reports, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting the aforesaid criteria and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or Tenant, and the third Real Estate Professional will determine the Fair Market Rent by selecting either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion other than to select one of the determinations of Fair Market Rent made Rental by Arbitration has been concluded, as provided herein. Lessee shall be obligated to make payment during the first two Real Estate Professionals as aforesaid. Landlord and Tenant shall each pay the Real Estate Professional that it appoints, and shall share equally the cost entire Extended Term of the third Real Estate ProfessionalMinimum Monthly Rent determined in accordance with the Arbitration procedures hereunder.

Determination of Fair Market Rent. Fair Market Rent shall be determined as follows: Landlord shall give Tenant written notice (“Landlord’s Fair Market Rent Notice”) of Landlord’s determination of Fair Market Rent for the Extension Term within Within thirty (30) days of TenantLandlord’s giving receipt of a Renewal Notice, Landlord shall deliver to Tenant a statement of the fair market rent for such renewal period (the “FMR Notice”). The fair market rent contained in the FMR Notice shall reflect the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the FMR Notice is delivered for space comparable to the Premises in the Building and office buildings comparable to the Building in the “East-West Corridor” area of suburban Chicago, Illinois. The determination of such fair market rent shall take into consideration any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. In the event Tenant does not agree Landlord’s determination of fair market rent and the parties have not otherwise agreed in writing to a different fair market rent, then Tenant may deliver to Landlord a notice disputing Landlord’s determination of fair market rent within fifteen (15) days after receipt of Landlord’s FMR Notice (a “Rejection Notice”). If Tenant fails to provide Landlord with such Rejection Notice within said fifteen (15) day period, Tenant shall be deemed to have accepted the Tenant’s Extension fair market rent contained in the FMR Notice. If Tenant properly and timely delivers such Rejection Notice to Landlord, Landlord and Tenant shall thereafter notify work in good faith to determine the fair market rent for the applicable renewal period. If Landlord and Tenant are unable to agree upon the fair market rent within thirty (30) days of Landlord’s giving to Tenant Landlord’s Fair Market Rent Notice of its agreement with or objection to Landlord’s determination receipt of the Fair Market RentRejection Notice, whereupon in the case of Tenant’s objection, Fair Market Rent shall be determined by arbitration conducted in the manner set forth below. If Tenant does not notify Landlord within such 30-day period of Tenant’s agreement with or objection to Landlord’s determination of the Fair Market Rent, then the Fair Market Rent for the Extension Term Options shall be deemed to be Landlordnull and void and of no force or effect. Upon Tenant’s determination acceptance of the Fair Market Rent as set forth in Landlord’s Fair Market Rent Notice to Tenant. If Tenant does notify Landlord within such 30-day period of Tenant’s objection to Landlord’s determination of the Fair Market Rent, then within ten (10) days of Tenant’s giving such notice of objection to Landlord, each of Tenant and Landlord shall choose an MAI real estate appraiser or commercial real estate broker with at least ten (10) years of professional experience dealing with properties similar to the Property fair market rent contained in the vicinity of FMR Notice, or the Property (each a “Real Estate Professional”) and notify the other party of the person so selected. The Real Estate Professionals so selected shall each determine and promptly report (in no event later than the thirtieth (30th) day following the giving of the notice of appointment of the second Real Estate Professional) to both Landlord and Tenant in writing his or her determination of the Fair Market Rent. If the higher of the Fair Market Rents reported by the two Real Estate Professionals is no more than ten (10%) percent more than the lower rateparties’ good faith agreement on fair market rent, then the Fair Market Rent will be an average of such amounts. However, if the higher amount is more than one hundred ten (110%) percent of the lower amount, then within ten (10) days after receipt of both reportsas provided above, Landlord and Tenant will jointly appoint a third Real Estate Professional meeting shall enter into an amendment of this Lease, which amendment shall reflect the aforesaid criteria new Base Rent, Expiration Date and who does not have and has not had, within five (5) years prior to such appointment, a business relationship with either Landlord or Tenant, and the third Real Estate Professional will determine the Fair Market Rent by selecting either the Fair Market Rent determination of Landlord’s Real Estate Professional or the Fair Market Rent determination of Tenant’s Real Estate Professional according to whichever of the two valuations as set forth in the reports from Landlord’s Real Estate Professional or Tenant’s Real Estate Professional, respectively, is closer to the actual Fair Market Rent in the opinion of such third Real Estate Professional. The third Real Estate Professional shall have no discretion any other than to select one of the determinations of Fair Market Rent made by the first two Real Estate Professionals as aforesaid. Landlord and Tenant shall each pay the Real Estate Professional that it appoints, and shall share equally the cost of the third Real Estate Professionalappropriate modifications.