Common use of Determination of Fair Market Rental Rate Clause in Contracts

Determination of Fair Market Rental Rate. In connection with the determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have thirty (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles.

Determination of Fair Market Rental Rate. In connection (i) If Tenant exercises an Extension Option hereunder, then Landlord, after receipt of Tenant's Exercise Notice, shall deliver notice (the "Option Rent Notice") to Tenant not more than fifteen (15) months] nor less than fourteen (14) months prior to the expiration of the then Term of the Lease, setting forth its determination of the Fair Market Rental Rate. If Tenant agrees with Landlord’s determination the Fair Market Rental Rate as set forth in Landlord’s Option Rent Notice, then Landlord’s determination shall constitute the determination of the BASE RENT Fair Market Rental Rate for purposes of calculating the EXTENDED TERM under this LEASEExtension Term Base Rent. If Tenant does not agree with Landlord’s determination of the Fair Market Rental Rate as set forth in Landlord’s Option Rent Notice, then, not less than fifteen (15) days following receipt of the parties Option Rent Notice from Landlord, Tenant shall have thirty deliver to Landlord written notice of the same, together with Tenant’s determination of the Fair Market Rental Rate. Thereafter, Landlord and Tenant shall negotiate in good faith in an attempt to determine the Fair Market Rental Rate. If Landlord and Tenant are able to agree on the Fair Market Rental Rate within forty-five (3045) days after LANDLORD receives Tenant’s receipt of the notice Option Rent Notice (the "Negotiation Deadline"), then such agreement shall constitute the determination of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate Fair Market Rental Rate for the PREMISES applicable Extension Term for the EXTENDED TERMpurposes of this Section 2.2(e). If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties Landlord and Tenant are unable to reach an agreement on agree upon the BASE RENT for Fair Market Rental Rate prior to the EXTENDED TERM during such thirty (30) day periodNegotiation Deadline, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of after the expiration of such thirty Negotiation Deadline, Landlord and Tenant shall each appoint one (301) day period, and the determination of such BASE RENT for the EXTENDED TERM arbitrator who shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties office buildings in the area in Simi Market (each, an "Advocate Arbitrator"). Within two (2) business days following appointment of their respective Advocate Arbitrators, each party shall notify the other of such appointment, which notice shall include the PREMISES are locatedname and address of the appointed Advocate Arbitrator and a brief description of such Advocate Arbitrator's experience and qualifications. The arbitrator’s Landlord and Tenant may consult with prospective brokers prior to appointing an Advocate Arbitrator. Each Advocate Arbitrator shall make his or her own independent determination of the fair market rental value shall be final and conclusive Fair Market Rental Rate of the applicable floor or floors for the applicable Extension Term and shall be limited solely meet together as soon as possible, but no later than forty-five (45) days after the date of appointment of the last appointed Advocate Arbitrator, to attempt to reach an agreement on the issue Fair Market Rental Rate. If the Advocate Arbitrators cannot reach an agreement within sixty (60) days after the date of whether LANDLORD’s appointment of the last appointed Advocate Arbitrator, each Advocate Arbitrator shall prepare and deliver to Landlord and Tenant his or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s her determination of fair market rental valuethe Fair Market Rental Rate within fifteen (15) days after expiration of said sixty (60) day period. If either Advocate Arbitrator fails to deliver his or her determination in a timely manner, and such party’s BASE RENT for then the EXTENDED TERM Fair Market Rental Rate shall be the BASE RENT for determination of the EXTENDED TERMother Advocate Arbitrator. The arbitrator shall reach such a decision and notify LANDLORD and TENANT If the higher of the two determinations of the Fair Market Rental Rate by the Advocate Arbitrators is not more than one hundred five percent (105%) of the lower of such determinations, then the Fair Market Rental Rate shall be the average of the two (2) determinations. If the higher determination within thirty is more than one hundred five percent (30105%) days of the lower determination, then the two (2) Advocate. Arbitrators shall appoint a third arbitrator (the "Neutral Arbitrator") then who shall also be a broker meeting the qualifications above and who shall not have been engaged by either party during the three (3) year period immediately prior to his or her appointment. Neither Landlord nor Tenant nor their respective Advocate Arbitrators may, directly or indirectly, consult with the Neutral Arbitrator prior to or after his or her appointment, except in the presence of the other party. If LANDLORD and TENANT are unable to reach an agreement the two Advocate Arbitrators cannot agree upon and appoint a single arbitrator, then the appointment of the arbitrator Neutral Arbitrator within ten (10) business days following delivery of the last determination by an Advocate Arbitrator, either Landlord or Tenant, or both, shall apply to the local office of the American Arbitration Association ("AAA") to provide a list of three (3) brokers meeting the foregoing qualifications and who have relatively equal experience representing tenants and landlords. Within five (5) business days after receipt of the AAA list, each party may, by written notice to the other, reject one (1) of the appraisers on the AAA list. If, after such procedure, names of more than one (1) appraiser shall remain, then the Neutral Arbitrator shall be made chosen by Landlord and Tenant from the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to actremaining names, by any State or Federal judge sitting in the County of Los Angeleslot. The Neutral Arbitrator shall be retained pursuant to an engagement letter jointly prepared by Landlord's counsel and Tenant's counsel.

Determination of Fair Market Rental Rate. In connection with the Landlord shall provide Notice to Tenant of Landlord’s determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall Fair Market Rental Rate (as defined in Section 26.3 below) not later than thirty (30) days after Landlord’s receipt of Tenant’s Preliminary Notice. Tenant will have thirty (30) days (“Tenant’s Review Period”) after LANDLORD receives receipt of Landlord’s Notice of the notice of exercise of TENANT’s option to extend the lease term in Fair Market Rental Rate within which to agree on a fair market rental rate for either (i) accept the PREMISES for Fair Market Rental Rate Landlord proposes, (ii) object to that proposal in writing, or (iii) rescind the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement delivery of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted Preliminary Notice. Tenant’s failure to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior respond to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitratorLandlord’s determination of the fair market rental value shall be final and conclusive and shall be limited solely Fair Market Rental Rate within Tenant’s Review Period will constitute Tenant’s rescission of its Preliminary Notice. The Option to Extend will expire upon a rescission or deemed rescission of Tenant’s Preliminary Notice. If Tenant objects to the issue of whether LANDLORDFair Market Rental Rate Landlord submits, Tenant shall simultaneously deliver to Landlord, within Tenant’s or TENANT’s submitted BASE RENT for the EXTENDED TERMReview Period, as applicable, is the closest to such arbitratorTenant’s determination of fair market rental value, as to the appropriate Fair Market Rental Rate and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT delivery of such determination within will constitute Tenant’s irrevocable exercise of its Option to Extend with respect to the entire Premises. Following Tenant’s delivery of Tenant’s determination as to the appropriate Fair Market Rental Rate, Landlord and Tenant shall attempt in good faith to agree upon the Fair Market Rental Rate. If Landlord and Tenant fail to reach agreement on the Fair Market Rental Rate by the date which is thirty (30) days of his following Tenant’s Review Period (“Outside Agreement Date”), Tenant may either (i) rescind its Preliminary Notice or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then (ii) submit the appointment determination of the arbitrator shall be made by Fair Market Rental Rate to binding arbitration in accordance with the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles.following provisions:

Determination of Fair Market Rental Rate. In connection with If Tenant timely exercises the determination Extension Option, Landlord shall advise Tenant of the BASE RENT proposed Fair Market Rental Rate for the EXTENDED TERM under this LEASE, the parties shall have thirty Option Term no later than twenty (3020) days after LANDLORD receives receipt by Landlord of Exercise Notice (“FMR Notice”). It Tenant disagrees with Landlord’s proposed Fair Market Rental Rate, Landlord and Tenant shall promptly meet and attempt to agree upon the notice of exercise of TENANT’s option to extend Fair Market Rental Rate for the lease term in which Option Term. If Landlord and Tenant are unable to agree on a fair market rental rate the Fair Market Rental Rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination Option Term within thirty (30) days of his or her appointmentreceipt by Tenant of the FMR Notice, Landlord and Tenant each, at its cost and by giving written notice to the other party, shall appoint a competent and impartial commercial real estate broker (hereinafter “broker”) with at least ten (10) years’ full-time commercial real estate brokerage experience in the geographical area of the Premises to set the Fair Market Rental Rate for the space and term at issue. If LANDLORD either Landlord or Tenant does not appoint a broker within ten (10) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and TENANT shall conclusively determine the Fair Market Rental Rate for the Option Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Rental Rate. In addition, if either of the first two (2) brokers fails to submit their opinion of the Fair Market Rental Rate within the time frames set forth below, then the single Fair Market Rental Rate submitted shall automatically be the initial monthly installment of Base Rent for the Option Term and shall be binding upon Landlord and Tenant. If the two (2) brokers are unable to reach an agreement upon and appoint agree within ten (10) days after the second broker has been appointed, they shall attempt to select a single arbitratorthird broker, then meeting the appointment of qualifications stated in this paragraph within ten (10) days after the arbitrator shall be made last day the two (2) brokers are given to set the Fair Market Rental Rate. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of Los Angeles Countythe county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half (½) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, orhowever selected, if he shall be a person who has not previously acted in any capacity for either Landlord or she refuses Tenant. Within fifteen (15) days after the selection of the third broker, the third broker shall select one of the two Fair Market Rental Rates submitted by the first two brokers as the Fair Market Rental Rate for the space and term at issue. The determination of the Fair Market Rental Rate by the third broker shall be conclusive and binding upon Landlord and Tenant. Upon determination of the initial monthly installment of Base Rent for the Option Term in accordance with the terms outlined above, Landlord and Tenant shall immediately execute, at Landlord’s sole option, either the standard lease agreement then in use by Landlord, or an amendment to actthe Lease. Such new lease agreement or amendment, by any State or Federal judge sitting as the case may be, shall set forth among other things, the initial monthly installment of Base Rent for the Option Term and the actual commencement date and expiration date of the Option Term. Tenant shall have no other right to extend the Lease Term under this Extension Rider unless Landlord and Tenant otherwise agree in the County of Los Angeleswriting.

Determination of Fair Market Rental Rate. In connection with the determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have Within thirty (30) days after LANDLORD Xxxxxxxx receives the notice Election Notice, Landlord shall deliver to Tenant its assessment of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERMFair Market Rental Rate ("LANDLORD'S ASSESSMENT"). If the parties agree on the fair market rental rate for the EXTENDED TERM during that periodTenant disagrees with Xxxxxxxx's Assessment, they it shall immediately execute deliver to Landlord written notice thereof (an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such "OBJECTION NOTICE") within thirty (30) day perioddays after Landlord delivers Landlord's Assessment to Tenant specifying Tenant's assessment of the Fair Market Rental Rate; otherwise, Landlord's Assessment shall be the Basic Rental for the extended Term. If Tenant timely delivers an Objection Notice, Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate for the extended Term. If Tenant and Landlord after good faith negotiations are unable to agree on such Fair Market Rental Rate within thirty (30) days after Tenant delivers to Landlord the Objection Notice, then each party shall make, and submit (a) Tenant may elect not to extend the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM Term by notifying Landlord in writing within ten five (105) days of after the expiration of such thirty (30) day period (and if Tenant fails to so notify Landlord that it has elected to not extend the Term within such five (5) day period, Tenant shall be deemed to have elected to not renew the Term and its rights under this Exhibit shall lapse; time being of the essence with respect thereto); or (b) Tenant may object to Landlord's determination of the Fair Market Rental Rate but confirm its exercise of the extension option, in which event Landlord and Tenant shall each promptly appoint a Qualified Broker (as defined below). As soon as reasonably possible following their appointment, and in any event within thirty (30) days after Xxxxxx's confirmation of its election to exercise the extension option, the two (2) Qualified Brokers selected by Landlord and Tenant shall each make a separate determination of the Fair Market Rental Rate as of the commencement date of the applicable extension term and shall deliver a written report of their determination (including reasonable detail supporting such BASE RENT for determination) to Landlord and Tenant. If the EXTENDED TERM higher of the two (2) Fair Market Rental Rate determinations is not more than one hundred five percent (105%) of the lower determination, then the average of the two determinations shall be submitted to arbitration as hereinafter provided: Within the annual Basic Rental rate during the applicable extension term. If the higher determination is more than one hundred five percent (105%) of the lower determination, then the two (2) Qualified Brokers selected by Landlord and Tenant shall, within ten (10) days of such final determination, select a third Qualified Broker. If the first two (2) brokers cannot agree upon a third broker within said ten (10) day period, LANDLORD either Landlord or Tenant may elect to have the third broker appointed by the President of the Dallas Chapter of AAA or its successor organization. Each party shall be responsible for the compensation, if any, of the broker appointed by it and TENANT for one-half (1/2) of the compensation, if any, or the third broker. As soon as reasonably possible following its appointment, the third broker shall determine which of the first two brokers' determinations most closely approximates the Fair Market Rental Rate as of the commencement date of the applicable extension Term, and the determination so selected shall be the annual Basic Rental rate for the applicable extension Term. Landlord and Tenant hereby covenant and agree on a single arbitrator (and LANDLORD or TENANT may consult that the annual Basic Rental rate determined in accordance with such arbitrator prior to his or her appointment) who shallthe foregoing procedure shall be binding upon each of them. As used herein, by profession, be the term "QUALIFIED BROKER" means a real estate broker or appraiser who (A) is a member licensed in the State of Texas, (B) has been actively and continuously engaged in the American Institute leasing of Appraisersoffice space in the Dallas, or any successor organization and who shall have been active over Texas market during the preceding ten (10) year period, (C) has been the primary broker representing either the lessor or the lessee to a lease covering at least 25,000 square feet of space during the most recent three (3) year period, and (D) has not represented Landlord or Tenant during the preceding five (5) year period. The term "FAIR MARKET RENTAL RATE" shall mean the market rental rate for the time period ending on the date such determination is being made for comparable new lease transactions of such appointment on a full-time basis office space in other Class A office buildings in the leasing (or appraisal"telecom corridor" sub-market of Dallas, as Texas for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination length of the fair term, credit standing of Tenant, market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERMconcessions, as applicableexpense stop, is the closest to such arbitrator’s determination of fair market rental valueconstruction allowances, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT ratio of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable parking spaces provided to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los AngelesTenant under this Lease.

Determination of Fair Market Rental Rate. In connection with If, within one hundred fifty (150) days prior to the determination start of Lease Years 11 or 16, Landlord and Tenant are unable to agree in writing upon the BASE RENT prevailing fair market rental rate to apply during Lease Years 11 or 16, the fair market rental rate applicable to such Lease Years 11 or 16 shall be determined through arbitration as follows. The fair market rental rate agreed upon by the Landlord and Tenant for Lease Years 11 and 16, or as determined below for those two Lease Years, shall be the Minimum Rental for the EXTENDED TERM under this LEASE, five (5) year period immediately following the parties commencement of Lease Years 11 and 16 respectively except as such may be modified by the cost of living base rent increases identified above. The Landlord and Tenant shall have attempt to agree upon a single appraiser to make such determination within thirty (30) days after LANDLORD receives a demand for arbitration has been made by either the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERMTenant or Landlord. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties Tenant and Landlord are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during agree upon a single arbitrator within such thirty (30) day period, then each party the parry giving the notice of demand for arbitration shall make, and submit give notice to the other, other of a separate written statement of person selected to act as appraiser on its proposed fair market BASE RENT for the EXTENDED TERM within behalf. Within ten (10) days after such notice, the Tenant (or Landlord, as the case may be) shall by notice to the Landlord (or the Tenant, as the case may be) appoint a second person as appraiser on its behalf. The appraisers thus appointed, each of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall whom must be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, Real Estate Appraisers (or any successor organization thereto) and who experienced in appraising warehouse facilities (or reasonably similar facilities), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the relevant facility to determine the fair market rental 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 has been so appointed, or if two appraisers have been so appointed but only one such appraiser has made such determination within the later to occur of 10 business days following delivery of such appraisal to the other party or fifty (50) days after the making of Landlord's or the Tenant's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers have been appointed and have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined does not exceed ten percent (10%) of the lesser of such amounts, then the 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 exceeds ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser. If no such appraiser has been active over appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of fair market rental, whichever is earlier, either the Tenant or Landlord may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers or by such court shall be instructed to determine the fair market rental within forty-five (45) days after appointment of such appraiser. The determination of the appraiser which differs most in terms of dollar amount from the other two appraisers shall be excluded, and the average of the sum of the remaining two determinations shall be final and binding upon the Tenant and Landlord as the fair market rental of the Facility. 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 and judgment may be entered upon such determination in any court having jurisdiction of the matter. The Tenant and Landlord shall each pay the fees and expenses of the appraiser appointed by it and each shall pay one-half (1/2) of the fees and expenses of the third appraiser and one-half (1/2) of all other costs and expenses incurred in connection with each appraisal. In the event this Lease is modified to provide for renewal terms that include the determination of Basic Rental through the process described above, then notwithstanding any provision of this Lease to the contrary, Tenant shall have the right in its discretion to revoke its exercise to renew the Term of the Lease by delivering written notice of such revocation to Landlord by the date that is no later than ten (10) year period ending on days after the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s final determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest rate applicable to such arbitrator’s renewal period; provided, however, that any such revocation shall not release Tenant of its obligation to pay its share of expenses incurred in connection with the determination of fair market the applicable rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesrate.

Determination of Fair Market Rental Rate. In connection with If Tenant timely exercises the determination Extension Option, Landlord shall advise Tenant of the BASE RENT proposed Fair Market Rental Rate for the EXTENDED TERM under this LEASE, the parties shall have thirty Option Term no later than twenty (3020) days after LANDLORD receives receipt by Landlord of Exercise Notice (“FMR Notice”). It Tenant disagrees with Landlord’s proposed Fair Market Rental Rate, Landlord and Tenant shall promptly meet and attempt to agree upon the notice of exercise of TENANT’s option to extend Fair Market Rental Rate for the lease term in which Option Term. If Landlord and Tenant are unable to agree on a fair market rental rate the Fair Market Rental Rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination Option Term within thirty (30) days of his or her appointmentreceipt by Tenant of the FMR Notice, Landlord and Tenant each, at its cost and by giving written notice to the other party, shall appoint a competent and impartial commercial real estate broker (hereinafter “broker”) with at least ten (10) years’ full-time commercial real estate brokerage experience in the geographical area of the Premises to set the Fair Market Rental Rate for the space and term at issue. If LANDLORD either Landlord or Tenant does not appoint a broker within ten (10) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and TENANT shall conclusively determine the Fair Market Rental Rate for the Option Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Rental Rate. In addition, if either of the first two (2) brokers fails to submit their opinion of the Fair Market Rental Rate within the time frames set forth below, then the single Fair Market Rental Rate submitted shall automatically be the initial monthly installment of Base Rent for the Option Term and shall be binding upon Landlord and Tenant. If the two (2) brokers are unable to reach an agreement upon and appoint agree within ten (10) days after the second broker has been appointed, they shall attempt to select a single arbitratorthird broker, then meeting the appointment of qualifications stated in this paragraph within ten (10) days after the arbitrator shall be made last day the two (2) brokers are given to set the Fair Market Rental Rate. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of Los Angeles Countythe county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half ( 1⁄2) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, orhowever selected, if he shall be a person who has not previously acted in any capacity for either Landlord or she refuses Tenant. Within fifteen (15) days after the selection of the third broker, the third broker shall select one of the two Fair Market Rental Rates submitted by the first two brokers as the Fair Market Rental Rate for the space and term at issue. The determination of the Fair Market Rental Rate by the third broker shall be conclusive and binding upon Landlord and Tenant. Upon determination of the initial monthly installment of Base Rent for the Option Term in accordance with the terms outlined above, Landlord and Tenant shall immediately execute, at Landlord’s sole option, either the standard lease agreement then in use by Landlord, or an amendment to actthe Lease. Such new lease agreement or amendment, by any State or Federal judge sitting as the case may be, shall set forth among other things, the initial monthly installment of Base Rent for the Option Term and the actual commencement date and expiration date of the Option Term. Tenant shall have no other right to extend the Lease Term under this Extension Rider unless Landlord and Tenant otherwise agree in the County of Los Angeleswriting.

Determination of Fair Market Rental Rate. In connection with If, within one hundred fifty (150) ---------------------------------------- days prior to the determination start of Lease Years 11 or 16, Landlord and Tenant are unable to agree in writing upon the BASE RENT prevailing fair market rental rate to apply during Lease Years 11 or 16, the fair market rental rate applicable to such Lease Years 11 or 16 shall be determined through arbitration as follows. The fair market rental rate agreed upon by the Landlord and Tenant for Lease Years 11 and 16, or as determined below for those two Lease Years, shall be the Minimum Rental for the EXTENDED TERM under this LEASE, five (5) year period immediately following the parties commencement of Lease Years 11 and 16 respectively except as such may be modified by the cost of living base rent increases identified above. The Landlord and Tenant shall have attempt to agree upon a single appraiser to make such determination within thirty (30) days after LANDLORD receives a demand for arbitration has been made by either the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERMTenant or Landlord. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties Tenant and Landlord are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during agree upon a single arbitrator within such thirty (30) day period, then each party the parry giving the notice of demand for arbitration shall make, and submit give notice to the other, other of a separate written statement of person selected to act as appraiser on its proposed fair market BASE RENT for the EXTENDED TERM within behalf. Within ten (10) days after such notice, the Tenant (or Landlord, as the case may be) shall by notice to the Landlord (or the Tenant, as the case may be) appoint a second person as appraiser on its behalf. The appraisers thus appointed, each of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall whom must be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, Real Estate Appraisers (or any successor organization thereto) and who experienced in appraising warehouse facilities (or reasonably similar facilities), shall, within forty-five (45) days after the date of the notice appointing the first appraiser, proceed to appraise the relevant facility to determine the fair market rental 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 has been so appointed, or if two appraisers have been so appointed but only one such appraiser has made such determination within the later to occur of 10 business days following delivery of such appraisal to the other party or fifty (50) days after the making of Landlord's or the Tenant's request, then the determination of such appraiser shall be final and binding upon the parties. If two appraisers have been appointed and have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined does not exceed ten percent (10%) of the lesser of such amounts, then the 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 exceeds ten percent (10%) of the lesser of such amounts, then such two appraisers shall have twenty (20) days to appoint a third appraiser. If no such appraiser has been active over appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of fair market rental, whichever is earlier, either the Tenant or Landlord may apply to any court having jurisdiction to have such appointment made by such court. Any appraiser appointed by the original appraisers or by such court shall be instructed to determine the fair market rental within forty-five (45) days after appointment of such appraiser. The determination of the appraiser which differs most in terms of dollar amount from the other two appraisers shall be excluded, and the average of the sum of the remaining two determinations shall be final and binding upon the Tenant and Landlord as the fair market rental of the Facility. 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 and judgment may be entered upon such determination in any court having jurisdiction of the matter. The Tenant and Landlord shall each pay the fees and expenses of the appraiser appointed by it and each shall pay one-half (1/2) of the fees and expenses of the third appraiser and one-half (1/2) of all other costs and expenses incurred in connection with each appraisal. In the event this Lease is modified to provide for renewal terms that include the determination of Basic Rental through the process described above, then notwithstanding any provision of this Lease to the contrary, Tenant shall have the right in its discretion to revoke its exercise to renew the Term of the Lease by delivering written notice of such revocation to Landlord by the date that is no later than ten (10) year period ending on days after the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s final determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest rate applicable to such arbitrator’s renewal period; provided, however, that any such revocation shall not release Tenant of its obligation to pay its share of expenses incurred in connection with the determination of fair market the applicable rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesrate.

Determination of Fair Market Rental Rate. In connection with the event Tenant delivers the Extension Notice, Landlord’s determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties Fair Market Rental Rate shall have be delivered to Tenant in writing within thirty (30) days following Landlord’s receipt of Tenant’s Extension Notice, but in no event later than three (3) months prior to the expiration of the initial Lease Term. Tenant will have ten (10) days (“Tenant’s Review Period”) after LANDLORD receives the receipt of Landlord’s notice of exercise of TENANT’s option to extend the lease term in Fair Market Rental Rate within which to agree on a fair market rental rate for accept such Fair Market Rental Rate or to object thereto in writing. Tenant’s failure to accept the PREMISES for the EXTENDED TERMFair Market Rental Rate submitted by Landlord in writing within Tenant’s Review Period will conclusively be deemed Tenant’s disapproval thereof. If Tenant objects to the parties Fair Market Rental Rate submitted by Landlord within Tenant’s Review Period, then Landlord and Tenant will attempt in good faith to agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment upon such Fair Market Rental Rate using their best good faith efforts. If Landlord and Tenant fail to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based reach agreement on such agreed fair market rental rate. If Fair Market Rental Rate within fifteen (15) days following the parties are unable to reach an agreement on expiration of Tenant’s Review Period (the BASE RENT for the EXTENDED TERM during such thirty (30) day period“Outside Agreement Date”), then each party shall makeTenant may, and submit by delivery of written notice to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM Landlord within ten (10) days of the expiration Outside Agreement Date, elect to either (i) rescind its exercise of the Extension Option, in which event this Lease shall expire on the Lease Expiration Date (unless sooner terminated in accordance with the terms of this Lease), or (ii) elect to submit the renewal rent to arbitration, in which event each party’s determination be submitted to appraisal in accordance with the following provisions of this Section 2.3. In the event Tenant fails to deliver such thirty (30) notice within said 10-day period, and the determination of such BASE RENT for the EXTENDED TERM Tenant shall be submitted deemed to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior have elected to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member irrevocably rescind its exercise of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los AngelesExtension Option.