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

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant to Section 16.1 above, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant to Section 16.1 above, Landlord shall provide In the event Owner and Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon agree as to the fair market annual rental value of the Additional Space, then, upon the demand of either Owner or Tenant, such fair market annual rental value shall be determined by arbitration as follows: (a) Owner and Tenant shall each appoint an arbitrator within thirty (30) days after the delivery of such notice by Landlordeither party requesting arbitration of the issue. If either Owner or Tenant shall have failed to appoint an arbitrator within such period of time, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so be appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc.American Arbitration Association, or its successor, oror if at such time such association is not in existence and has no successor, on its failure, refusal or inability to act, then by a court of competent jurisdiction. The Fair Market Rental Value the presiding Justice of the Premises for Appellate Division, First Department, of the Extended Term Supreme Court of the State of New York, or any successor court, upon request of either Owner or Tenant, as the case may be. (b) The two arbitrators appointed, as above provided, shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected select a third arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premisesif they fail to do so within thirty (30) days after their appointment, and the third arbitrator must select one or the other (it being understood that the such third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. (c) All of such arbitrators shall be real estate appraisers or brokers having at least fifteen (15) years of experience in such field in the Borough of Manhattan, City of New York. (d) The three arbitrators, selected arbitrator as aforesaid, forthwith shall convene and Tenant’s selected arbitrator shall deliver render their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of decision as promptly as practicable after the appointment of the third arbitrator arbitrator. The decision of such arbitrators shall be in writing and the third arbitrator shall render his or her decision within ten (10) days after receipt of both vote of the other two determinations majority of them (or, if there be no majority decision, then the decision of the Fair Market Rental Value last appointed arbitrator) shall be the decision of the Premisesall and binding upon Owner and Tenant whether or not a judgment shall be entered in any court. The third arbitrator’s Duplicate original counterparts of such decision shall be binding on sent by the arbitrators to both Landlord Owner and Tenant. (e) The arbitrators, in arriving at their decision, shall unless Owner has theretofore discontinued the redistribution or furnishing of electrical energy to the Demised Premises in accordance with the provisions of Section 29.04D take into consideration that electrical services are furnished by Owner to Tenant in the Demised Premises as reflected in the Electrical Inclusion Factor, and the arbitrators shall also] be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrators may discover by investigation and inquiry outside of such hearings. The third arbitrator arbitrators shall be a commercial real estate broker who is independent from bound by the parties provisions of this Lease, and who has shall not worked for either party add to, subtract from, or their affiliates in the prior five (5) years otherwise modify such provisions. The cost and who has at least ten (10) years’ experience in Comparable Buildings. Each expense of such arbitration shall be borne equally by Owner and Tenant, except that each party shall pay the fees of its own arbitrator, counsel fees and expenses. (f) If the fees determination of the third arbitrator shall be shared equally Fixed Rent payable with respect to the Additional Space has not been made by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term term applicable to the amount Additional Space, Tenant, until such determination, shall continue to pay for the Additional Space as the same scheduled Fixed Rent per square foot then allocable to the original portion of the Basic Rent for Demised Premises (as the Extended Term has not same may have been determinedescalated pursuant to the provisions of this Lease) before any abatement or apportionment thereof, and following such determination Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been madeto Owner, an appropriate retroactive adjustment shall be made upon demand, any additional sums due to Owner as a result of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.

Determination of Fair Market Rental Value. Promptly Within the later of thirty (30) days after receiving receipt of Tenant’s Extension 's Exercise Notice pursuant to Section 16.1 above, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than or eleven (11) months prior to the expiration Expiration Date, Landlord shall notify Tenant of the Term then in effect. If Tenant is unwilling to accept Landlord’s 's estimate of the Fair Market Rental Value for the Premises, as set forth in Landlord’s notice referred to abovedetermined below, and for determining Monthly Base Rent during the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day periodensuing Extension Term. Within fifteen (15) days after receiving a receipt of such notice from Landlord, Tenant shall notify Landlord in writing that it (i) agrees with such Fair Market Rental Value or (ii) disagrees with such Fair Market Rental Value. No response shall constitute disagreement. If Tenant disagrees with Landlord's estimate of initiation of arbitrationFair Market Rental Value for the Premises, then the responding party parties shall appoint its own arbitrator by notifying meet and endeavor to agree within fifteen (15) business days after Landlord receives Tenant's notice described in the initiating party of the responding party’s arbitratorimmediately preceding sentence. If the second arbitrator shall parties cannot have been so appointed agree upon the Fair Market Rental Value within such said fifteen (15) day period, Tenant may make written demand upon Landlord for arbitration in accordance with the Fair Market Rental Value of following paragraph. The judgment or the Premises award rendered in any such arbitration may be entered in any court having jurisdiction and shall be determined by final and binding between the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdictionparties. The Fair Market Rental Value of the Premises for the Extended Term arbitration shall be conducted and determined by in the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination City of the Fair Market Rental Value of the Premises, and the third arbitrator must select one Mountain View (or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises another location mutually acceptable to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator ) in accordance with the then prevailing rules of the American Arbitration Association or its successor for arbitration or commercial disputes, except to the extent the procedures mandated by said rules shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and modified as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.follows:

Determination of Fair Market Rental Value. Promptly In the event Owner and Tenant are unable to agree, within sixty (60) days after receiving Tenant’s Extension Notice the commencement of discussions thereon, as to the fair market annual rental value of the Demised Premises for the Renewal Term pursuant to Section 16.1 above39.01 then, Landlord upon the demand of either Owner or Tenant, such fair market annual rental value shall provide be determined by arbitration as follows: (a) Owner and Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon each appoint an arbitrator within thirty (30) days after the delivery of such notice by Landlordeither party requesting arbitration of the issue. If either Owner or Tenant shall have failed to appoint an arbitrator within such period of time, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so be appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc.American Arbitration Association, or its successor, oror if at such time such association is not in existence and has no successor, on its failure, refusal or inability to act, then by a court of competent jurisdiction. The Fair Market Rental Value the presiding Justice of the Premises for Appellate Division, First Department, of the Extended Term Supreme Court of the State of New York, or any successor court, upon request of either Owner or Tenant, as the case may be. (b) The two arbitrators appointed, as above provided, shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected select a third arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premisesif they fail to do so within thirty (30) days after their appointment, and the third arbitrator must select one or the other (it being understood that the such third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. (c) All of such arbitrators shall be real estate appraisers or brokers having at least fifteen (15) years of experience in such field in the Borough of Manhattan, City of New York. (d) The three arbitrators, selected arbitrator as aforesaid, forthwith shall convene and Tenant’s selected arbitrator shall deliver render their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of decision as promptly as practicable after the appointment of the third arbitrator arbitrator. The decision of such arbitrators shall be in writing and the third arbitrator shall render his or her decision within ten (10) days after receipt of both vote of the other two determinations majority of them (or, if there be no majority decision, then the decision of the Fair Market Rental Value last appointed arbitrator) shall be the decision of the Premisesall and binding upon Owner and Tenant whether or not a judgment shall be entered in any court. The third arbitrator’s Duplicate original counterparts of such decision shall be binding on sent by the arbitrators to both Landlord Owner and Tenant. (e) The arbitrators, in arriving at their decision, shall take into consideration that electrical services are furnished by Owner to Tenant in the Demised Premises as reflected in the Electrical Inclusion Factor unless Owner has theretofore discontinued the redistribution or furnishing of electrical energy to the Demised Premises in accordance with the provisions of Section 29.04D, and the arbitrators shall also be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrators may discover by investigation and inquiry outside of such hearings. The third arbitrator arbitrators shall be a commercial real estate broker who is independent from bound by the parties provisions of this Lease, and who has shall not worked for either party add to, subtract from, or their affiliates in the prior five (5) years otherwise modify such provisions. The cost and who has at least ten (10) years’ experience in Comparable Buildings. Each expense of such arbitration shall be borne equally by Owner and Tenant, except that each party shall pay the fees of its own arbitrator, counsel fees and expenses. (f) If the fees determination of the third arbitrator shall be shared equally Fixed Rent for the Renewal Term has not been made by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Renewal Term, Tenant, until such determination, shall continue to pay scheduled Fixed Rent in an amount equal to the scheduled Fixed Rent payable with respect to the period immediately prior to the Renewal Term Commencement Date (as the amount same may have been escalated pursuant to the provisions of the Basic Rent for the Extended Term has not been determinedthis Lease) before any abatement or apportionment thereof, and following such determination Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been madeto Owner, an appropriate retroactive adjustment shall be made upon demand, any additional sums due to Owner as a result of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant to Section 16.1 above, Landlord shall provide Tenant with Landlord’s good faith estimate of the (a) Fair Market Rental Value shall be determined in accordance with the following procedure: (as defined in Section 16.3 belowi) of the Premises for the upcoming Extended Term, but in no event Landlord and Tenant shall Landlord be required endeavor to deliver agree upon such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within thirty (30) days after the delivery date on which Landlord receives the Renewal Notice for the Second Renewal Term (the “Applicable Initial Date”). Upon reaching such agreement, the parties shall execute an addendum to this Lease setting forth the amount of such Fair Market Rental Value. (ii) If the parties shall not have reached such agreement within thirty (30) days after receipt by Landlord of the Renewal Notice for the Second Renewal Term, Tenant shall within fifty (50) days after receipt by Landlord of the Renewal Notice for the Second Renewal Term select an appraiser and notify Landlord in writing of the name, address and qualifications of such appraiser. Within twenty (20) days following Landlord’s receipt of Tenant’s notice of the appraiser selected by Tenant, Landlord shall select an appraiser and notify Tenant of the name, address and qualifications of such appraiser. Such two appraisers shall endeavor to agree upon Fair Market Rental Value based on a written appraisal made by each of them as of the date of the Renewal Notice (and given to Landlord by Tenant). If such two appraisers shall agree upon a Fair Market Rental Value, the amount of such Fair Market Rental Value as so agreed shall be binding and conclusive upon Landlord and Tenant. (iii) If such two appraisers shall be unable to agree upon a Fair Market Rental Value within thirty (30) days after the selection of an appraiser by Landlord, then either party may submit the such appraisers shall advise Landlord and Tenant of their respective determination of the Fair Market Rental Value and such appraisers shall select a third appraiser to make the determination of Fair Market Rental Value. The selection of the Premises third appraiser shall be binding and conclusive upon Landlord and Tenant. (iv) If such two appraisers shall be unable to arbitration by giving notice to agree upon the other party naming the initiating party’s arbitrator designation of a third appraiser within ten (10) days after the expiration of the twenty (20) day period referred to in clause (iii) above, or if such third appraiser does not make a determination of Fair Market Rental Value within thirty (30) day period. Within fifteen (15) days after receiving his selection, then such third appraiser or a notice substituted third appraiser, as applicable, shall, at the request of initiation of arbitrationeither party hereto (with respect to the other party), be appointed by the responding party shall appoint its own arbitrator by notifying the initiating party President or Chairman of the responding party’s arbitratorAmerican Arbitration Association in New York, New York. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the The determination of Fair Market Rental Value of made by the Premises third appraiser appointed pursuant hereto shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, made within fifteen twenty (1520) days after the responding party’s notice of appointment of the second arbitrator, appoint such appointment. (v) If a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitratorappraiser is selected, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value shall be the average of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of made by the Premises, third appraiser and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations determination of the Fair Market Rental Value made by the appraiser (selected pursuant to Paragraph 29(a)(ii) hereof) whose determination of Fair Market Rental Value is nearest to that of the third appraiser. Such average shall be binding and conclusive upon Landlord and Tenant. (vi) All appraisers selected or appointed pursuant to this Paragraph 29(a) shall (A) be independent qualified MAI appraisers (B) have no right, power or authority to alter or modify the provisions of this Lease and (C) be registered in the States where the applicable Related Premises is located if such State provides for or requires such registration. (vii) The Cost of the procedure described in this Paragraph 29(a) above shall be split equally by Tenant and Landlord. (b) If, by virtue of any delay, Fair Market Rental Value is not determined by the expiration or termination of the First Renewal Term, then until Fair Market Rental Value is determined, Tenant shall continue to pay Basic Rent during the Second Renewal Term in the same amount which it was obligated under this Lease to pay prior to the third arbitrator within commencement of the Second Renewal Term. When Fair Market Rental Value is determined, the appropriate Basic Rent shall be calculated retroactive to the commencement of the Second Renewal Term and Tenant shall either receive a refund from Landlord (in the case of an overpayment) or shall pay any deficiency to Landlord (in the case of an underpayment). (c) In determining Fair Market Rental Value, the appraisers shall determine with respect to each Renewal Premises the amount that a willing tenant would pay, and a willing landlord of a comparable building located in a radius of five (5) Business Days miles of each Related Premises would accept, at arm’s length, to rent a building of comparable size and quality as the Improvements, taking into account: (i) the age, quality, condition (as required by the Lease) of the appointment Improvements; (ii) that the Renewal Premises will be leased as a whole or substantially as a whole to a single user; (iii) a lease term of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, ; (iv) an absolute triple net lease; and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event (v) such other items that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationprofessional real estate appraisers customarily consider.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant to Section 16.1 above, Landlord shall provide In the event Owner and Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon agree as to the fair market annual rental value of the Additional Space, then, upon the demand of either Owner or Tenant, such fair market annual rental value shall be determined by arbitration as follows: (a) Owner and Tenant shall each appoint an arbitrator within thirty (30) days after the delivery of such notice by Landlordeither party requesting arbitration of the issue. If either Owner or Tenant shall have failed to appoint an arbitrator within such period of time, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so be appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc.American Arbitration Association, or its successor, oror if at such time such association is not in existence and has no successor, on its failure, refusal or inability to act, then by a court of competent jurisdiction. The Fair Market Rental Value the presiding Justice of the Premises for Appellate Division, Second Department, of the Extended Term Supreme Court of the State of New York, or any successor court, upon request of either Owner or Tenant, as the case may be. (b) The two arbitrators appointed, as above provided, shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected select a third arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premisesif they fail to do so within thirty (30) days after their appointment, and the third arbitrator must select one or the other (it being understood that the such third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. (c) All of such arbitrators shall be real estate appraisers or brokers having at least fifteen (15) years of experience in such field in the County of Nassau, State of New York. (d) The three arbitrators, selected arbitrator as aforesaid, forthwith shall convene and Tenant’s selected arbitrator shall deliver render their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of decision as promptly as practicable after the appointment of the third arbitrator arbitrator. The decision of such arbitrators shall be in writing and the third arbitrator shall render his or her decision within ten (10) days after receipt of both vote of the other two determinations majority of them (or, if there be no majority decision, then the decision of the Fair Market Rental Value last appointed arbitrator) shall be the decision of the Premisesall and binding upon Owner and Tenant whether or not a judgment shall be entered in any court. The third arbitrator’s Duplicate original counterparts of such decision shall be binding on sent by the arbitrators to both Landlord Owner and Tenant. (e) The arbitrators, in arriving at their decision, shall be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrators may discover by investigation and inquiry outside of such hearings. The third arbitrator arbitrators shall be a commercial real estate broker who is independent from bound by the parties provisions of this Lease, and who has shall not worked for either party add to, subtract from, or their affiliates in the prior five (5) years otherwise modify such provisions. The cost and who has at least ten (10) years’ experience in Comparable Buildings. Each expense of such arbitration shall be borne equally by Owner and Tenant, except that each party shall pay the fees of its own arbitrator, counsel fees and the fees expenses. (f) Notwithstanding any findings of the third arbitrator arbitrators, as to such fair market annual rental rate per rentable square foot, the Fixed Rent applicable to the Additional Space from time to time per rentable square foot shall not be shared equally less than the Fixed Rent per rentable square foot in effect from time to time applicable to the original Demised Premises (before giving effect to any abatement or apportionment of Fixed Rent). (g) If the determination of the Fixed Rent payable with respect to the Additional Space has not been made by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term term applicable to the amount Additional Space, Tenant, until such determination, shall continue to pay for the Additional Space as the same scheduled Fixed Rent per square foot then allocable to the original portion of the Basic Rent for Demised Premises (as the Extended Term has not same may have been determinedescalated pursuant to the provisions of this Lease) before any abatement or apportionment thereof, and following such determination Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been madeto Owner, an appropriate retroactive adjustment shall be made upon demand, any additional sums due to Owner as a result of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.

Determination of Fair Market Rental Value. Promptly Within the later of thirty (30’) days after receiving receipt of Tenant’s Extension Exercise Notice pursuant to Section 16.1 above, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than or eleven (11) months prior to the expiration Expiration Date, Landlord shall notify Tenant of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value for the Premises, as set forth in Landlord’s notice referred to abovedetermined below, and for determining Monthly Base Rent during the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day periodensuing Extension Term. Within fifteen (15) days after receiving a receipt of such notice from Landlord, Tenant shall notify Landlord in writing that it (i) agrees with such Fair Market Rental Value or (ii) disagrees with such Fair Market Rental Value. No response shall constitute disagreement. If Tenant disagrees with Landlord’s estimate of initiation of arbitrationFair Market Rental Value for the Premises, then the responding party parties shall appoint its own arbitrator by notifying meet and endeavor to agree within fifteen (15) business days after Landlord receives Tenant’s notice described in the initiating party of the responding party’s arbitratorimmediately preceding sentence. If the second arbitrator shall parties cannot have been so appointed agree upon the Fair Market Rental Value within such said fifteen (15) day period, Tenant may make written demand upon Landlord for arbitration in accordance with the following paragraph. The judgment or the award rendered in any such arbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. The arbitration shall be conducted and determined in the City of Mountain View (or another location mutually acceptable to Landlord and Tenant) in accordance with the then prevailing rules of the American Arbitration Association or its successor for arbitration or commercial disputes, except to the extent the procedures mandated by said rules shall be modified as follows: (1) Tenant shall, by the applicable date specified therefor in this Lease, make written demand upon Landlord pursuant to this Lease for arbitration, specifying therein the name and address of the person to act as the arbitrator on Tenant’s behalf. The arbitrator shall be qualified as a real estate appraiser, with at least five (5) years experience in appraising major commercial property in Santa Xxxxx County and a member of a recognized society of real estate appraisers, who would qualify as an expert witness over objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. Failure on the part of Tenant to make a timely and proper demand for such arbitration (specifying the arbitrator to act on Tenant’s behalf, as aforesaid) shall constitute a waiver of the right thereto. Within ten (10) business days after receipt of Tenant’s demand for arbitration, Landlord shall give written notice to Tenant pursuant to this Lease, specifying the name and address of the person designated by Landlord to act as arbitrator on its behalf who shall be similarly qualified. If Landlord fails to notify Tenant of the appointment of its arbitrator, within or by the time above specified, then the arbitrator appointed by Tenant shall be the arbitrator to determine the issue. Notwithstanding the foregoing, upon receipt of Tenant’s demand for arbitration Landlord may, in its sole discretion, deliver a revised estimate of the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointedPremises, the two arbitrators thus appointed shall, and within fifteen (15) days after the responding partyreceipt of such notice from Landlord, Tenant shall notify Landlord in writing that it (i) agrees with such revised Fair Market Rental Value, or (ii) disagrees with such revised Fair Market Rental Value, with no response constituting agreement. If Tenant disagrees with Landlord’s Fair Market Value, then within ten (10) business days after receipt of Tenant’s notice of such disagreement Landlord shall give Tenant written notice specifying Landlord’s designated arbitrator as provided in this paragraph above. (2) If two (2) arbitrators are chosen pursuant to paragraph (1) above, the arbitrators so chosen shall meet within ten (10) business days after Landlord notifies Tenant of the appointment of Landlord’s arbitrator as aforesaid. If the second arbitratortwo appraisers reach agreement on the Fair Market Rental Value, that value shall be binding and conclusive upon the parties. If within ten (10) business days after such first meeting the two arbitrators shall be unable to agree upon a determination of Fair Market Rental Value, they, themselves, shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Subparagraph 44(a)(1). If the first two initial arbitrators are unable timely to agree on upon such appointment within five business days after expiration of said ten (10) days period, the third arbitratorarbitrator shall be selected by Landlord and Tenant, if they can agree thereon, within a further period of ten (10) business days. If Landlord and Tenant do not so agree, then either mayparty, on behalf of both, may request appointment of such appointment a qualified person by the Boston office then Chief Judge of JAMSthe United States District Court having jurisdiction over the City of San Xxxx, Inc., or its successor, or, on its failure, refusal or inability and the other party shall not raise any question as to act, by a court of competent jurisdictionsuch Judge’s full power and jurisdiction to entertain the application for and make the appointment. The Fair Market Rental Value three (3) arbitrators shall decide the dispute if it has not previously been resolved by following the procedure set forth in the following paragraph. (3) If an issue cannot be resolved by agreement between the two arbitrators selected by Landlord and Tenant or settlement between Landlord and Tenant during the course of arbitration, the issue shall be resolved by the three arbitrators in accordance with the following procedures. Within ten (10) business days after appointment of the Premises for third arbitrator, each of the Extended Term two arbitrators selected by Landlord and Tenant shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective state in writing his determination of the Fair Market Rental Value of supported by the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises reasons therefor with counterpart copies to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premiseseach party. The third arbitrator’s decision arbitrators shall be binding on both Landlord and Tenantarrange for a simultaneous exchange of such proposed resolutions. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees role of the third arbitrator shall be shared equally to select, within ten (10) business days after submission to the third arbitrator of the two proposed resolutions, which of the two proposed resolutions most closely approximates the third arbitrator’s determination of Fair Market Rental Value. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The resolution he chooses as most closely approximating his determination shall constitute the decision of the arbitrators and be final and binding upon the parties. (4) If any arbitrator fails, refuses or is unable to act, his successor shall be appointed by the parties. In party who originally appointed him, but in the event Tenant initiates the aforesaid arbitration process and as case of the commencement third arbitrator, his successor shall be appointed in the same manner as provided for appointment of the Extended Term third arbitrator. Landlord and Tenant shall each pay the amount fees and expenses of its respective arbitrator, if any, and shall each pay half of the Basic Rent fees and expenses of the third arbitrator, if any. The attorneys’ fees and expenses of counsel for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises respective parties and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment witnesses shall be paid by Landlord the respective party engaging such counsel or calling such witnesses. (5) The arbitrators shall have the right to Tenant promptly after such consult experts and competent authorities with factual information or evidence pertaining to a determination has been madeof Fair Market Rental Value, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay but any such amounts consultation shall be made in the presence of both Landlord and Tenant with full right on their part to cross-examine. The arbitrators shall render their decision and award in Writing with counterpart copies to Landlord promptly following such determinationand Tenant. The arbitrators shall have no power to modify the provisions of this Lease.

Determination of Fair Market Rental Value. Promptly Within the later of thirty (30) days after receiving receipt of Tenant’s Extension 's Exercise Notice pursuant to Section 16.1 above, Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than or eleven (11) months prior to the expiration Expiration Date, Landlord shall notify Tenant of the Term then in effect. If Tenant is unwilling to accept Landlord’s 's estimate of the Fair Market Rental Value for the Premises, as set forth in Landlord’s notice referred to abovedetermined below, and for determining Monthly Base Rent during the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day periodensuing Extension Term. Within fifteen (15) days after receiving a receipt of such notice from Landlord, Tenant shall notify Landlord in writing that it (i) agrees with such Fair Market Rental Value or (ii) disagrees with such Fair Market Rental Value. No response shall constitute disagreement. If Tenant disagrees with Landlord's estimate of initiation of arbitrationFair Market Rental Value for the Premises, then the responding party parties shall appoint its own arbitrator by notifying meet and endeavor to agree within fifteen (15) business days after Landlord receives Tenant's notice described in the initiating party of the responding party’s arbitratorimmediately preceding sentence. If the second arbitrator shall parties cannot have been so appointed agree upon the Fair Market Rental Value within such said fifteen (15) day period, Tenant may make written demand upon Landlord for arbitration in accordance with the following paragraph. The judgment or the award rendered in any such arbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. The arbitration shall be conducted and determined in the City of Mountain View (or another location mutually acceptable to Landlord and Tenant) in accordance with the then prevailing rules of the American Arbitration Association or its successor for arbitration or commercial disputes, except to the extent the procedures mandated by said rules shall be modified as follows: (1) Tenant shall, by the applicable date specified therefor in this Lease, make written demand upon Landlord pursuant to this Lease for arbitration, specifying therein the name and address of the person to act as the arbitrator on Tenant's behalf. The arbitrator shall be qualified as a real estate appraiser, with at least five (5) years experience in appraising major commercial property in Santa Xxxxx County and a member of a recognized society of real estate appraisers, who would qualify as an expert witness over objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. Failure on the part of Tenant to make a timely and proper demand for such arbitration (specifying the arbitrator to act on Tenant's behalf, as aforesaid) shall constitute a waiver of the right thereto. Within ten (10) business days after receipt of Tenant's demand for arbitration, Landlord shall give written notice to Tenant pursuant to this Lease, specifying the name and address of the person designated by Landlord to act as arbitrator on its behalf who shall be similarly qualified. If Landlord fails to notify Tenant of the appointment of its arbitrator, within or by the time above specified, then the arbitrator appointed by Tenant shall be the arbitrator to determine the issue. Notwithstanding the foregoing, upon receipt of Tenant's demand for arbitration Landlord may, in its sole discretion, deliver a revised estimate of the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointedPremises, the two arbitrators thus appointed shall, and within fifteen (15) days after the responding party’s receipt of such notice from Landlord, Tenant shall notify Landlord in writing that it (i) agrees with such revised Fair Market Rental Value, or (ii) disagrees with such revised Fair Market Rental Value, with no response constituting agreement. If Tenant disagrees with Landlord's Fair Market Value, then within ten (10) business days after receipt of Tenant's notice of such disagreement Landlord shall give Tenant written notice specifying Landlord's designated arbitrator as provided in this paragraph above. (2) If two (2) arbitrators are chosen pursuant to paragraph (1) above, the arbitrators so chosen shall meet within ten (10) business days after Landlord notifies Tenant of the appointment of Landlord's arbitrator as aforesaid. If the second arbitratortwo appraisers reach agreement on the Fair Market Rental Value, that value shall be binding and conclusive upon the parties. If within ten (10) business days after such first meeting the two arbitrators shall be unable to agree upon a determination of Fair Market Rental Value, they, themselves, shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Subparagraph 44(a)(1). If the first two initial arbitrators are unable timely to agree on upon such appointment within five (5) business days after expiration of said ten (10) days period, the third arbitratorarbitrator shall be selected by Landlord and Tenant, if they can agree thereon, within a further period of ten (10) business days. If Landlord and Tenant do not so agree, then either mayparty, on behalf of both, may request appointment of such appointment a qualified person by the Boston office then Chief Judge of JAMSthe United States District Court having jurisdiction over the City of San Xxxx, Inc., or its successor, or, on its failure, refusal or inability and the other party shall not raise any question as to act, by a court of competent jurisdictionsuch Judge's full power and jurisdiction to entertain the application for and make the appointment. The Fair Market Rental Value three (3) arbitrators shall decide the dispute if it has not previously been resolved by following the procedure set forth in the following paragraph. (3) If an issue cannot be resolved by agreement between the two arbitrators selected by Landlord and Tenant or settlement between Landlord and Tenant during the course of arbitration, the issue shall be resolved by the three arbitrators in accordance with the following procedures. Within ten (10) business days after appointment of the Premises for third arbitrator, each of the Extended Term two arbitrators selected by Landlord and Tenant shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective state in writing his determination of the Fair Market Rental Value of supported by the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises reasons therefor with counterpart copies to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premiseseach party. The third arbitrator’s decision arbitrators shall be binding on both Landlord and Tenantarrange for a simultaneous exchange of such proposed resolutions. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees role of the third arbitrator shall be shared equally to select, within ten (10) business days after submission to the third arbitrator of the two proposed resolutions, which of the two proposed resolutions most closely approximates the third arbitrator's determination of Fair Market Rental Value. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The resolution he chooses as most closely approximating his determination shall constitute the decision of the arbitrators and be final and binding upon the parties. (4) If any arbitrator fails, refuses or is unable to act, his successor shall be appointed by the parties. In party who originally appointed him, but in the event Tenant initiates the aforesaid arbitration process and as case of the commencement third arbitrator, his successor shall be appointed in the same manner as provided for appointment of the Extended Term third arbitrator. Landlord and Tenant shall each pay the amount fees and expenses of its respective arbitrator, if any, and shall each pay half of the Basic Rent fees and expenses of the third arbitrator, if any. The attorneys' fees and expenses of counsel for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises respective parties and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment witnesses shall be paid by Landlord the respective party engaging such counsel or calling such witnesses. (5) The arbitrators shall have the right to Tenant promptly after such consult experts and competent authorities with factual information or evidence pertaining to a determination has been madeof Fair Market Rental Value, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay but any such amounts consultation shall be made in the presence of both Landlord and Tenant with full right on their part to cross-examine. The arbitrators shall render their decision and award in writing with counterpart copies to Landlord promptly following such determinationand Tenant. The arbitrators shall have no power to modify the provisions of this Lease.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant to Section 16.1 aboveFair market rental value for purposes of setting Extended Term Basic Rent shall be determined by an appraisal, which shall be performed by an appraiser selected by Landlord shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within thirty (30) days after notice to Landlord of Tenant's exercise of the delivery of such notice option for the applicable Extended Term and paid one half by Tenant and one half by Landlord, then either party may submit . Any appraiser selected by Landlord shall have qualifications that include a minimum of five (5) years of experience in the determination appraisal of commercial real estate in the Fair Market Rental Value of State in which the Premises are located. Such appraiser shall be disinterested, and shall be a member of a nationally recognized appraisal association. Further, any such appraiser shall comply with any licensing law then in effect for appraisers authorized to arbitration by giving notice to the other party naming the initiating party’s arbitrator perform general appraisals within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitratorState. If the second arbitrator shall not have been so appointed within such fifteen (15) day periodthere are then any existing Federal laws governing appraisers, the Fair Market Rental Value of the Premises said appraiser shall be in compliance with the then applicable Federal laws for appraisers performing appraisals of commercial real estate. In the event that Tenant disputes the appraised fair market rental value determined by an appraiser (hereinafter the initiating party’s arbitrator. If the second arbitrator "First Appraiser"), who performed an appraisal pursuant to this Section 11.3, it shall have been so appointed, the two arbitrators thus appointed shall, notify Landlord within fifteen (15) days after receipt of such written determination by the responding party’s First Appraiser, and the disagreement shall be resolved as follows: (a) Within five (5) days after the service of such notice by Tenant to Landlord, Tenant shall designate a second appraiser (the "Second Appraiser"), who shall appraise the fair market rental value of the Premises. This Second Appraiser shall render its opinion of the fair market rental value no later than thirty (30) days after the service of notice by Tenant stated above. In the event that the higher of the two appraised fair market rental values rendered herein is not more than ten percent (10%) greater than the lower of the two appraised fair market rental values, then the mean between the two appraised values shall be utilized to fix the appraised fair market rental value. (b) In the event that the higher of the two appraised fair rental values is more than ten percent (10%) higher than the lower of the two appraised fair market rental values, then the First Appraiser and the Second Appraiser will meet within fifteen (15) days after receipt and acceptance of the Second Appraisal by Tenant, to attempt to agree upon the appraised fair market rental value. If the First Appraiser and Second Appraiser do not agree upon the appraised fair rental value after such meeting, then they shall appoint a third appraiser (the "Third Appraiser"). (c) If the First and Second Appraiser shall be unable to agree upon the appointment of the second arbitratorThird Appraiser within fifteen (15) days after receipt and acceptance of the Second Appraisal by Tenant, appoint a third arbitratorthen the Third Appraiser shall be selected by the Tenant and Landlord themselves. If the two initial arbitrators are unable timely to Tenant and Landlord cannot agree on the third arbitratorappraiser, within a further period of five (5) days, then either mayeither, on behalf of both, request such appointment may apply to the United States District Court for the District of where the Premises are located, for the selection of the Third Appraiser. The fees and costs of the Second Appraiser will be borne by Tenant, and the Boston office fees and costs of JAMSthe Third Appraiser, Inc., or its successor, or, on its will be divided equally between Tenant and Landlord. The cost of application to the United States District Court shall be divided equally between Tenant and Landlord. In the event of the failure, refusal or inability of any appraiser to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term new appraiser shall be determined by the method commonly known as Baseball Arbitrationappointed in its stead, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the which appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made in the same manner as of provided herein; e.g., if the commencement of Second Appraiser must be replaced, then Tenant will have the Extended Term if necessaryright to designate its replacement. In the event that such determination a Third Appraiser is selected in the manner aforesaid, it shall result perform an appraisal of the fair market rental value of the Premises in accordance with the terms of this Section 11.3 within thirty (30) days after its appointment. In the event that the appraised fair market rental value rendered by the Third Appraiser is higher than the lower appraised fair market rental value, but lower than the higher appraised fair market rental value, as rendered by the First Appraiser and the Second Appraiser, then the appraised fair market rental value rendered by the Third Appraiser shall become the appraised value. In the event that the appraised value rendered by the Third Appraiser is lower than the lower appraised value or higher than the higher appraised fair rental value, as rendered by the First Appraiser and Second Appraiser, than an overpayment by Tenant of any Basic Rent, such overpayment Appraisal Panel shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationconvened.

Determination of Fair Market Rental Value. Promptly Within thirty (30) days after receiving receipt of Tenant’s Extension Notice pursuant to Section 16.1 aboveExercise Notice, Landlord shall provide notify Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value for the Premises, as set forth in determined below, for determining monthly Base Rent during the ensuing Extension Term; provided, however, if Tenant’s Exercise Notice is given more than fifteen (15) months before the Expiration Date, then Landlord may, at Landlord’s sole discretion, defer giving its estimate of Fair Market Rental Value until any date which is at least fifteen (15) months before the Expiration Date. Within thirty (30) days after receipt of such notice referred from Landlord, Tenant shall notify Landlord in writing that it: (i) agrees with such rental rate; (ii) disagrees with such rental rate; or (iii) withdraws its Exercise Notice, provided, however, Tenant shall only have the right to above, and withdraw its Exercise Notice after the parties are unable to reach agreement thereon within earlier of (A) the date which is thirty (30) days after the date of Landlord’s estimate of the Fair Market Rental Value, or (B) the date which is twelve (12) months prior to the then applicable Expiration Date (which means that Tenant will have no right to revoke Tenant’s Exercise Notice if Tenant’s Exercise Notice is not given more than thirteen (13) months prior to the then applicable Expiration Date). Tenant’s failure to respond within such thirty (30) day period shall constitute Tenant’s disagreement with such rental rate. If Tenant disagrees with Landlord’s estimate of Fair Market Rental Value for the Premises (either by timely written notice to Landlord or by failing to respond within the thirty (30) day period described above), then the parties shall meet and endeavor to agree within fifteen (15) days after (i) Landlord Tenant give notice that it disagrees with the rental rate or (ii) the expiration of the thirty (30) day period described above if Tenant fails to respond. If the parties cannot agree upon the Fair Market Rental Value within said fifteen (15) day period, then the parties shall submit the matter to binding appraisal in accordance with the following procedure except that in any event neither party shall be obligated to start such procedure sooner than twelve (12) months before the expiration of the Term. Within fifteen (15) days of the conclusion of the period during which the two parties fail to agree (but not sooner than twelve (12) months before the expiration of the Term), the parties shall either (i) jointly appoint an appraiser for this purpose, in which case that single appraiser shall determine Fair Market Rental Value and the determination of that appraiser shall be binding and conclusive upon the parties; or (ii) failing this joint action, each separately designate a disinterested appraiser. No person shall be appointed or designated an appraiser unless such person has at least five (5) years’ experience immediately prior to the date in question in either (a) appraising major commercial property or (b) leasing commercial office space in San Mateo County and is a member of a recognized society of real estate appraisers or brokers. Within thirty (30) days after the appointment, each of the two appraisers shall simultaneously submit to the other a sealed envelope containing such appraisers determination of the Fair Market Rental Value for the Premises. If the determinations agree on the Fair Market Rental Value for the Premises, such determinations shall be binding and conclusive upon the parties. If the two determinations do not agree, and the two appraisers cannot reach agreement on the Fair Market Rental Value for the Premises within ten (10) days after delivery of such notice by Landlordsealed envelopes,, then either party may submit the appraisers thus appointed shall appoint a third disinterested appraiser having like qualifications within five (5) days. Within thirty (30) days after the appointment of the third appraiser, such appraiser shall select which of the two determinations it believes is closest to the Fair Market Rental Value of the Premises, and the determination of so selected shall be deemed to be the Fair Market Rental Value of the Premises and shall be binding and conclusive upon the parties. Each party shall pay the fees and expenses of the appraiser appointed by it and shall share equally the fees and expenses of the third appraiser. If the two appraisers appointed by the parties cannot agree on the appointment of the third appraiser, they or either of them shall give notice of such failure to arbitration by giving notice agree to the other party naming parties and if the initiating party’s arbitrator parties fail to agree upon the selection of such third appraiser within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appraisers appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitratorparties give such notice, then either mayof the parties, on behalf of bothupon notice to the other party, may request such appointment by the Boston office of JAMS, Inc., or its successor, American Arbitration Association or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value may apply for such appointment to the presiding judge of the Premises for the Extended Term shall be determined by the method commonly known as Baseball ArbitrationSuperior Court of San Mateo County, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationCalifornia.

Determination of Fair Market Rental Value. Promptly after receiving Upon receipt by Landlord of Tenant’s Extension Notice pursuant to under Section 16.1 4.3.2, above, Landlord and Tenant shall provide Tenant with Landlord’s meet in an effort to negotiate, in good faith estimate faith, the Option Term Annual Rent which will become effective, as of the Fair Market Rental Value (as defined in Section 16.3 below) first day of the Premises for Option Term (the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the “Option Term then in effectCommencement Date”). If Landlord and Tenant is unwilling to accept Landlord’s estimate of have not agreed upon the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon Option Term Annual Rent within thirty fifteen (3015) days after the delivery of Tenant’s Extension Notice, the Option Term Annual Rent shall be determined as follows: (a) Landlord and Tenant shall attempt to agree in good faith upon a single appraiser not later than one (1) month after delivery of Tenant’s Extension Notice. If Landlord and Tenant are unable to agree upon a single appraiser within such notice by Landlordtime period, then either party may submit Landlord and Tenant shall each appoint one appraiser not later than fifteen (15) days after the determination deadline for selecting a single appraiser. Landlord and Tenant shall each give written notice to the other as to the name of the appraiser it has selected, as soon as the selection is made. Within ten (10) days thereafter, the two appointed appraisers shall appoint a third appraiser. All appraisers shall be independent from, and disinterested in, both Landlord and Tenant. (b) The only task which the appraisers will perform will be forming and reporting to Landlord and Tenant an opinion of the Fair Market Rental Value of the Demised Premises for use in determining the Option Term Annual Rent. (c) If either Landlord or Tenant fails to arbitration by giving notice to appoint its appraiser within the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day prescribed time period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party single appraiser appointed shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, determine the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitratorDemised Premises. If both parties fail to appoint appraisers within the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitratorprescribed time periods, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, first appraiser thereafter selected by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term party shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of determine the Fair Market Rental Value of the Demised Premises, . (d) Each party shall bear the cost of its own appraiser and the parties shall share equally the cost of any single or third arbitrator must select one or the other (it being understood that the third arbitrator appraiser, if applicable. All appraisers so designated herein shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within have at least five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees appraisal of its own arbitrator, commercial office properties in the San Diego area and the fees of the third arbitrator shall be shared equally by members of professional organizations such as MAI or its equivalent. (e) For the parties. In purpose of such appraisal and this Section 4.3.3, the event Tenant initiates term “Fair Market Rental Value” shall mean the aforesaid arbitration process price that a ready and willing single tenant would pay, as of the commencement Option Term Commencement Date, as annual rent to a ready and willing landlord of a comparable property to the Demised Premises on the terms of this Lease, if such property were exposed for lease on the open market for a reasonable period of time, and taking into account all of the Extended Term purposes for which such property may be legally used. A “comparable property” shall mean a commercial office facility located in the amount Golden Triangle, Sorrento Hills, Sorrento Mesa, Txxxxx Xxxxx and Del Mar Heights areas of San Diego (collectively the “North City Area”), with improvements similar in age and character to the Demised Premises, which has been improved with the tenant improvements comparable to those constructed in the Demised Premises; provided, however, that the appraisal shall disregard the value of the Basic Rent equipment which Tenant is entitled to remove at the expiration or termination of the Term of this Lease. The appraiser shall give appropriate consideration to all relevant factors, including, without limitation, (i) the fact that this Lease is a “triple net” lease, (ii) rental concessions and tenant improvement allowances generally being offered by landlords of comparable properties, (iii) the age of the Improvements, (iv) the condition of the Demised Premises on the assumption that Tenant has complied with its obligations to maintain and repair the Demised Premises, (v) current rental market conditions and the alternative uses and users for the Extended Term has Demised Premises, and (vi) whether Landlord will or will not been determined, Tenant shall be required to pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as a real estate brokerage commission in connection with Tenant’s exercise of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationExtension Option.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Provided Tenant has timely delivered an Extension Notice hereunder to extend the Term of this Lease pursuant to Section 16.1 aboveabove and the conditions for Tenant’s exercise have been satisfied, Landlord shall provide Tenant Tenant, at least nine (9) months prior to the then expiration of the Term of this Lease, with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept disagrees with Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, Tenant shall notify Landlord within ten (10) Business Days after its receipt of Landlord’s notice setting forth Tenant’s estimate of the Fair Market Rental Value of the Premises and the parties agree to act in good faith to attempt to reach agreement on the Fair Market Rental Value of the Premises for the Extended Term. If Tenant fails to notify Landlord that Tenant disagrees with Landlord’s estimate and setting forth Tenant’s Fair Market Rental Value estimate within such ten (10) Business Day period then Tenant will be deemed to have accepted Landlord’s estimate of the Fair Market Rental Value for the Premises during the Extended Term. If Tenant has timely given its dispute notice and the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by LandlordTenant, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days Business Days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value initiating party shall deliver written notice of such failure to the Premises responding party and the responding party shall be determined by have a period of ten (10) days after receipt of such notice to appoint its arbitrator and deliver written notice thereof to the initiating party’s arbitrator. If the responding party fails to notify the initiating party of its designated arbitrator within the foregoing additional ten (10) day period, then the second arbitrator shall have been so appointedbe chosen in the same manner as described below with respect to the selection of the third arbitrator. Upon the selection (or appointment, as the case may be) of the second arbitrator, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc.the American Arbitration Association, or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration“baseball arbitration”, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determination.ACTIVE/91437610.6

Determination of Fair Market Rental Value. Promptly In the event that Tenant shall have exercised the right to renew this Lease for the Initial Renewal Term and/or the Final Renewal Term, as the case may be, and thereafter Landlord and Tenant are unable to agree, within sixty (60) days after receiving Tenant’s Extension Notice the commencement of discussions thereon, as to the fair market annual rental value of the Demised Premises for the Initial Renewal Term and/or the Final Renewal Term pursuant to Section 16.1 above29.1 then, upon the demand of either Landlord or Tenant, such fair market annual rental value shall provide be determined by arbitration as follows: (a) Landlord and Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon each appoint an arbitrator within thirty (30) days after the delivery of such notice by Landlordeither party requesting arbitration of the issue. If either Landlord or Tenant shall have failed to appoint an arbitrator within such period of time, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so be appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc.American Arbitration Association, or its successor, oror if at such time such association is not in existence and has no successor, on its failure, refusal or inability to act, then by a court of competent jurisdiction. The Fair Market Rental Value the presiding Justice of the Premises for Supreme Court of the Extended Term State of New Jersey, or any successor court, upon request of either Landlord or Tenant, as the case may be. (b) The two arbitrators appointed, as above provided, shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected select a third arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premisesif they fail to do so within thirty (30) days after their appointment, and the third arbitrator must select one or the other (it being understood that the such third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. (c) All of such arbitrators shall be real estate appraisers or brokers having at least fifteen (15) years of experience in such field in Xxxxxx County, New Jersey. (d) The three arbitrators, selected arbitrator as aforesaid, forthwith shall convene and Tenant’s selected arbitrator shall deliver render their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of decision as promptly as practicable after the appointment of the third arbitrator arbitrator. The decision of such arbitrators shall be in writing and the third arbitrator shall render his or her decision within ten (10) days after receipt of both vote of the other two determinations majority of them (or, if there be no majority decision, then the decision of the Fair Market Rental Value last appointed arbitrator) shall be the decision of the Premisesall and binding upon Landlord and Tenant whether or not a judgment shall be entered in any court. The third arbitrator’s Duplicate original counterparts of such decision shall be binding on sent by the arbitrators to both Landlord and Tenant. (e) The arbitrators, in arriving at their decision, shall take into consideration all relevant factors including, without limitation, the annual increases in Minimum Rent contemplated under Subsection B of Section 1.8 and that the CPI Increase Date in connection therewith will be amended to be the January 1st of the calendar year in which the first day of the applicable Renewal Term shall occur, and shall also be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrators may discover by investigation and inquiry outside of such hearings. The third arbitrator arbitrators shall be a commercial real estate broker who is independent from bound by the parties provisions of this Lease, and who has shall not worked for either party add to, subtract from, or their affiliates in the prior five (5) years otherwise modify such provisions. The cost and who has at least ten (10) years’ experience in Comparable Buildings. Each expense of such arbitration shall be borne equally by Landlord and Tenant, except that each party shall pay the fees of its own arbitrator, counsel fees and expenses. (f) If the fees determination of the third arbitrator shall be shared equally Minimum Rent for either Renewal Term has not been made by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended applicable Renewal Term, Tenant, until such determination, shall continue to pay scheduled Minimum Rent in an amount equal to the scheduled Minimum Rent payable with respect to the period immediately prior to the commencement date of such Renewal Term in question (as the amount same may have been escalated pursuant to the provisions of the Basic Rent for the Extended Term has not been determinedthis Lease) before any abatement or apportionment thereof, and following such determination Tenant shall pay to Landlord, upon demand, any additional sums due to Landlord as a result of such determination, or Landlord shall credit Tenant, against the next installments of Minimum Rent, the amount by which the sums paid by Tenant with respect to the Renewal Term prior to such determination exceed the Minimum Rent as determined by Landlord for the Premises and when the determination has actually been madearbitration with respect to such period, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationapplicable.

Determination of Fair Market Rental Value. Promptly Within thirty (30) days after receiving receipt of Tenant’s Extension Notice pursuant to Section 16.1 aboveExercise Notice, Landlord shall provide notify Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value for the Premises, as set forth in determined below, for determining monthly Base Rent during the ensuing Extension Term; provided, however, if Tenant’s Exercise Notice is given more than nineteen (19) months before the Expiration Date, then Landlord may, at Landlord’s sole discretion, defer giving its estimate of Fair Market Rental Value until any date which is at least eighteen (18) months before the Expiration Date. Within thirty (30) days after receipt of such notice referred from Landlord, Tenant shall notify Landlord in writing that it: (i) agrees with such rental rate; (ii) disagrees with such rental rate; or (iii) withdraws it’s Exercise Notice, provided, however, Tenant shall only have the right to withdraw its Exercise Notice after the earlier of (A) the date which is thirty (30) days after the date of Landlord’s estimate of the Fair Market Rental Value, or (B) the date which is sixteen (16) months prior to the then applicable Expiration Date (which means that Tenant will have no right to revoke Tenant’s Exercise Notice if Tenant’s Exercise Notice is not given more than seventeen (17) months prior to the then applicable Expiration Date). Tenant’s failure to respond within such thirty (30) day period shall constitute Tenant’s disagreement with such rental rate. If Tenant disagrees with Landlord’s estimate of Fair Market Rental Value for the Premises (either by timely written notice to Landlord or by failing to respond within the thirty (30) day period described above), then the parties shall meet and endeavor to agree within fifteen (15) days after (i) Landlord Tenant give notice that it disagrees with the rental rate or (ii) the expiration of the thirty (30) day period described above if Tenant fails to respond. If the parties cannot agree upon the Fair Market Rental Value within said fifteen (15) day period, then the parties shall submit the matter to binding appraisal in accordance with the following procedure except that in any event neither party shall be obligated to start such procedure sooner than eighteen (18) months before the expiration of the Term. Within fifteen (15) days of the conclusion of the period during which the two parties fail to agree (but not sooner than eighteen (18) months before the expiration of the Term), the parties shall either (i) jointly appoint an appraiser for this purpose, in which case that single appraiser shall determine Fair Market Rental Value and the parties are unable determination of that appraiser shall be binding and conclusive upon the parties; or (ii) failing this joint action, each separately designate a disinterested appraiser. No person shall be appointed or designated an appraiser unless such person has at least five (5) years experience immediately prior to reach agreement thereon the date in question in either (a) appraising major commercial property or (b) leasing commercial office space in Santa Xxxxx County and is a member of a recognized society of real estate appraisers or brokers. If within thirty (30) days after the delivery of such notice by Landlordappointment, then either party may submit the determination of two appraisers reach agreement on the Fair Market Rental Value of for the Premises to arbitration by giving notice to Premises, that value shall be binding and conclusive upon the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitratorparties. If the second arbitrator shall two appraisers thus appointed cannot have been so appointed within such fifteen (15) day period, reach agreement on the Fair Market Rental Value of for the Premises within thirty (30) days after their appointment, then the appraisers thus appointed shall be determined by the initiating party’s arbitratorappoint a third disinterested appraiser having like qualifications within five (5) days. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen thirty (1530) days after the responding party’s notice of appointment of the second arbitrator, appoint third appraiser a third arbitrator. If majority of the two initial arbitrators are unable timely to appraisers agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, that value shall be binding and conclusive upon the parties. If within thirty (30) days after the appointment of the third arbitrator must select one or appraiser a majority of the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of appraisers cannot reach agreement on the Fair Market Rental Value for the Premises, then the three appraisers shall each simultaneously submit their independent appraisal to the parties, the appraisal farthest from the median of the three appraisals shall be disregarded, and the mean average of the remaining two appraisals shall be deemed to be the Fair Market Rental Value for the Premises to and shall be binding and conclusive upon the parties. Each party shall pay the fees and expenses of the appraiser appointed by it and shall share equally the fees and expenses of the third arbitrator within five (5) Business Days of appraiser. If the two appraisers appointed by the parties cannot agree on the appointment of the third arbitrator appraiser, they or either of them shall give notice of such failure to agree to the parties and if the parties fail to agree upon the selection of such third arbitrator shall render his or her decision appraiser within ten (10) days after receipt of both the appraisers appointed by the parties give such notice, then either of the parties, upon notice to the other two determinations party, may request such appointment by the American Arbitration Association or, on it failure, refusal or inability to act, may apply for such appointment to the presiding judge of the Fair Market Rental Value Superior Court of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitratorSanta Xxxxx County, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationCalifornia.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant In the event that Tenant shall have exercised the right to Section 16.1 above, Landlord shall provide lease Additional Space and thereafter Owner and Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon agree, within sixty (60) days after commencement of discussions thereon, as to the fair market annual rental value of the Additional Space then, upon the demand of either Owner or Tenant, such fair market annual rental value shall be determined by arbitration as follows:  (a) Within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination requesting arbitration of the Fair Market Rental Value of issue (i) the Premises parties shall agree upon a single arbitrator to arbitration by giving notice determine such fair market annual rental value and (ii) each party shall simultaneously deliver to the other party naming the initiating party’s arbitrator on a certain date reasonably agreed upon between Owner and Tenant within ten (10) days after the expiration of such thirty (30) day period. Within fifteen period a determination (15each a “ROFO Fair Market Determination”) days after receiving a notice of initiation of arbitration, what it believes is the responding party shall appoint its own arbitrator by notifying the initiating party fair market annual rental value of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and Additional Space as of the commencement of the Extended Term term with respect thereto. If Owner and Tenant shall have failed to agree upon such single arbitrator within such period of thirty (30) days, then such single arbitrator shall be appointed by the amount American Arbitration Association, or its successor pursuant to its rules for commercial matters, or if at such time such association is not in existence and has no successor, then by the presiding Justice of the Basic Appellate Division, First Department, of the Supreme Court of the State of New York, or any successor court, upon request of either Owner or Tenant, as the case may be.  (b) Within ten (10) business days following the selection or appointment of the single arbitrator each party shall deliver to such arbitrator such party’s ROFO Fair Market Determination.  (c) The arbitrator to be selected, or appointed as above provided, as the case may be, shall be a duly licensed real estate appraiser or broker having at least fifteen (15) years of experience in such field in the Borough of Manhattan, City of New York and who is not employed by any company which is an affiliate or subsidiary of Owner or Tenant.  (d) The arbitrator, selected or appointed as aforesaid, forthwith shall determine the issue and render its decision as promptly as practicable choosing either Owner’s or Tenant’s ROFO Fair Market Determination, based on which one the arbitrator believes is closest to the fair market annual rental value of the Additional Space, and if only one (1) party submits a ROFO Fair Market Determination to the arbitrator then the arbitrator shall choose the ROFO Fair Market Determination so submitted. The decision of such arbitrator shall be in writing and shall be final and binding upon Owner and Tenant whether or not a judgment shall be entered in any court. Duplicate original counterparts of such decision shall be sent by the arbitrator to both Owner and Tenant.  (e) The arbitrator, in arriving at its decision as to which ROFO Fair Market Determination to accept, shall consider all relevant factors and be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrator may discover by investigation and inquiry outside of such hearings. The arbitrator shall be bound by the provisions of this Lease and shall not add to, subtract from, or otherwise modify such provisions. The cost and expense of such arbitration shall be borne equally by Owner and Tenant, except that each party shall pay its own counsel fees and expenses.  (f) If the determination of the Fixed Rent for payable with respect to the Extended Term Additional Space has not been determined, Tenant shall pay the amount determined made by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In term applicable to the event that Additional Space, Tenant, until such determination, shall pay for the Additional Space as the same scheduled Fixed Rent per square foot then allocable to the original portion of the Demised Premises (as the same may have been escalated pursuant to the provisions of this Lease) before any abatement or apportionment thereof, and following such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay to Owner, upon demand, any additional sums due to Owner as a result of such amounts determination or Owner shall credit Tenant, against the next installments of Fixed Rent, the amount by which the sums paid by Tenant with respect to Landlord promptly following the Additional Space prior to such determinationdetermination exceed the Fixed Rent as determined by arbitration with respect to such Additional Space, as applicable.

Determination of Fair Market Rental Value. Promptly In the event that Tenant shall have exercised the right to renew this Lease and thereafter Owner and Tenant are unable to agree, within sixty (60) days after receiving Tenant’s Extension Notice commencement of discussions thereon, as to the fair market annual rental value of the Demised Premises for the Renewal Term pursuant to Section 16.1 above39.01, Landlord then, upon the demand of either Owner or Tenant, such fair market annual rental value shall provide Tenant with Landlord’s good faith estimate of the Fair Market Rental Value be determined by arbitration as follows:  (as defined in Section 16.3 belowa) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within Within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination requesting arbitration of the Fair Market Rental Value of issue (i) the Premises parties shall agree upon a single arbitrator to arbitration by giving notice determine such fair market annual rental value and (ii) each party shall simultaneously deliver to the other party naming the initiating party’s arbitrator on a certain date reasonably agreed upon between Owner and Tenant within ten (10) days after the expiration of such thirty (30) day period. Within fifteen period a determination (15referred to as the “Fair Market Determination”) days after receiving a notice of initiation of arbitration, what it believes is the responding party shall appoint its own arbitrator by notifying the initiating party fair market annual rental value of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Demised Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term Renewal Term. If Owner and Tenant shall have failed to agree upon such single arbitrator within such period of thirty (30) days, then such single arbitrator shall be appointed by the amount American Arbitration Association, or its successor pursuant to its rules for commercial matters, or if at such time such association is not in existence and has no successor, then by the presiding Justice of the Basic Appellate Division, First Department, of the Supreme Court of the State of New York, or any successor court, upon request of either Owner or Tenant, as the case may be.  (b) Within ten (10) business days following the selection or appointment of the single arbitrator each party shall deliver to such arbitrator such party’s Fair Market Determination.  (c) The arbitrator to be selected, or appointed as above provided, as the case may be, shall be a duly licensed real estate appraiser or broker having at least fifteen (15) years of experience in such field in the Borough of Manhattan, City of New York and who is not employed by any company which is an affiliate or subsidiary of Owner or Tenant.  (d) The arbitrator, selected or appointed as aforesaid, forthwith shall determine the issue and render its decision as promptly as practicable choosing either Owner’s or Tenant’s Fair Market Determination, based on which one the arbitrator believes is closest to as to the fair market annual rental value of the Demised Premises for the Renewal Term pursuant to Section 39.01 and if only one (1) party submits a Fair Market Determination to the arbitrator then the arbitrator shall choose the Fair Market Determination so submitted. The decision of such arbitrator shall be in writing and shall be final and binding upon Owner and Tenant whether or not a judgment shall be entered in any court. Duplicate original counterparts of such decision shall be sent by the arbitrator to both Owner and Tenant.  (e) The arbitrator, in arriving at its decision as to which Fair Market Determination to accept, shall consider all relevant factors and be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrator may discover by investigation and inquiry outside of such hearings. The arbitrator shall be bound by the provisions of this Lease and shall not add to, subtract from, or otherwise modify such provisions. The cost and expense of such arbitration shall be borne equally by Owner and Tenant, except that each party shall pay its own counsel fees and expenses.  (f) If the determination of the Fixed Rent for the Extended Renewal Term has not been determined, Tenant shall pay the amount determined made by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Renewal Term, Tenant, until such determination, shall continue to pay scheduled Fixed Rent in an amount equal to the scheduled Fixed Rent payable with respect to the period immediately prior to the Renewal Term if necessary. In Commencement Date (as the event that same may have been escalated pursuant to the provisions of this Lease) before any abatement or apportionment thereof, and following such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay to Owner, upon demand, any such amounts additional sums due to Landlord promptly following Owner as a result of such determination, or Owner shall credit Tenant, against the next installments of Fixed Rent, the amount by which the sums paid by Tenant with respect to the Renewal Term prior to such determination exceed the Fixed Rent as determined by arbitration with respect to such period, as applicable.

Determination of Fair Market Rental Value. Promptly Within sixty (60) days after receiving Tenant’s Extension Notice pursuant to Section 16.1 aboveLandlord's receipt of the Renewal Notice, Landlord shall provide notify Tenant with ("Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below's Notice") of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination 's opinion of the Fair Market Rental Value of the Premises to arbitration for the Renewal Term. If Tenant, within thirty (30) days of its receipt of Landlord's Notice, does not dispute the same by giving notice to Landlord, then Landlord's notice shall be binding on Tenant and the other party naming amount set forth therein shall constitute the initiating party’s arbitrator Fair Market Rental Value. 25.1.5.1. If Tenant shall timely dispute Landlord's Notice and Landlord and Tenant are unable to agree upon the Fair Market Rental Value within thirty (30) days of the date Tenant disputed Landlord's Notice, then, within ten (10) days thereafter, Landlord and Tenant each shall give notice to the other setting forth the name and address of an arbitrator appointed by the party giving such notice. If either party shall fail to give notice of such designation, then the arbitrator chosen shall make the determination alone. If two arbitrators have been designated, such two arbitrators shall consult with each other and shall, not later than the ninetieth (90th) day after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitrationdate Tenant disputed Landlord's Notice, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver make their determinations of the Fair Market Rental Value of the Premises in writing and give notice thereof to the third arbitrator within five each other and to Landlord and Tenant. Such two arbitrators shall have thirty (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (1030) days after the receipt of both notice of each other's determination to confer with each other and to attempt to reach agreement as to the other two determinations determination of the Fair Market Rental Value Value. If such two arbitrators shall concur as to the determination of the Premises. The third arbitrator’s decision Fair Market Rental Value, such determination shall be final and binding on both upon Landlord and Tenant. The If such two arbitrators shall fail to concur, then such two arbitrators, within the next twenty (20) days, shall designate a third arbitrator. If the two arbitrators shall fail to agree upon the designation of such third arbitrator within such twenty (20) day period, then either party may apply to the American Arbitration Association or any successor thereto having jurisdiction for the designation of such arbitrator. All arbitrators shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has have had at least ten (10) years’ years experience in Comparable Buildingsthe business of appraising or leasing commercial office space in Nassau County. The third arbitrator shall conduct such hearings and investigations on an expedited basis as such arbitrator may deem appropriate and shall, within thirty (30) days after his designation, choose one of the determinations (and no other) of the two arbitrators originally selected by the parties and that choice by the third arbitrator shall be binding upon Landlord and Tenant. 25.1.5.2. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this Section 25.1.5, including the expenses and fees of its own arbitratorany arbitrator appointed by it in accordance with the provisions of this Section 25.1.5, and the parties shall share equally all other expenses and fees of the any third arbitrator arbitrator. The award in arbitration rendered in accordance with this Section 25.1.5 shall be shared equally by final, conclusive and binding in fixing the partiesFair Market Rental Value. In Such award shall not be appealable. The arbitrators shall not have the event Tenant initiates the aforesaid arbitration process and as power to add to, modify or change any of the commencement provisions of this Lease. Any arbitration under this Section 25.1.5 shall be conducted (a) in the County of Nassau, State of New York, and (b) except as otherwise provided in this Section 25.1.5, in accordance with the rules of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationAmerican Arbitration Association (or its successor).

Determination of Fair Market Rental Value. Promptly For a period of at least thirty (30) days after receiving Tenant’s Extension Notice 's notice to Landlord of Tenant's exercise of the option for the applicable Extended Term, Landlord and Tenant shall attempt, diligently and in good faith, to agree upon fair market rental value for purposes of setting Extended Term Basic Rent. If Landlord and Tenant are unable to agree upon such amount, fair market rental value shall be determined by an appraisal, which shall be performed by an appraiser selected by Landlord within the later of (i) sixty (60) days after the first day of the twelfth month before the end of the immediately preceding Term, or (ii) sixty (60) days after notice to Landlord of Tenant's exercise of the option for the applicable Extended Term and paid one half by Tenant and one half by Landlord. Any appraiser selected by Landlord shall have qualifications that include a minimum of five (5) years of experience in the appraisal of commercial real estate in the state in which the Premises are located. Such appraiser shall be disinterested, and shall be a member of a nationally recognized appraisal association. Further, any such appraiser shall comply with any licensing law then in effect for appraisers authorized to perform general appraisals within such state. If there are then any existing Federal laws governing appraisers, said appraiser shall be in compliance with the then applicable Federal laws for appraisers performing appraisals of commercial real estate. In the event that Tenant disputes the appraised fair market rental value determined by an appraiser (hereinafter the "First Appraiser"), who performed an appraisal pursuant to this Section 16.1 above11.3, it shall so notify Landlord within fifteen (15) days after receipt of such written determination by the First Appraiser, and the disagreement shall provide be resolved as follows: (a) Within five (5) days after the service of such notice by Tenant with to Landlord’s good faith estimate , Tenant shall designate a second appraiser (the "Second Appraiser"), who shall appraise the fair market rental value of the Fair Market Rental Value Premises. This Second Appraiser shall render its opinion of the fair market rental value no later than thirty (30) days after the service of notice by Tenant stated above. In the event (b) In the event that the higher of the two appraised fair rental values is more than ten percent (10%) higher than the lower of the two appraised fair market rental values, then the First Appraiser and the Second Appraiser will meet within fifteen (15) days after receipt of the Second Appraisal by Tenant, to attempt to agree upon the appraised fair market rental value. If the First Appraiser and Second Appraiser do not agree upon the appraised fair rental value after such meeting, then they shall appoint a third appraiser (the "Third Appraiser"). (c) If the First and Second Appraiser shall be unable to agree upon the appointment of the Third Appraiser within fifteen (15) days after receipt and acceptance of the Second Appraisal by Tenant, then the Third Appraiser shall be selected by the Tenant and Landlord themselves. If Tenant and Landlord cannot agree on the third appraiser, within a further period of five (5) days, then either, on behalf of both, may, in accordance with applicable court rules, apply to the superior court of the state in which the Premises are located which has jurisdiction over the area in which the Premises is located, for the selection of the Third Appraiser. The fees and costs of the Second Appraiser will be borne by Tenant, and the fees and costs of the Third Appraiser, will be divided equally between Tenant and Landlord. The cost of application to the court shall be divided equally between Tenant and Landlord. In the event of the failure, refusal or inability of any appraiser to act, a new appraiser shall be appointed in its stead, which appointment shall be made in the same manner as defined provided herein; e.g., if the Second Appraiser must be replaced, then Tenant will have the right to designate its replacement. In the event that a Third Appraiser is selected in Section 16.3 below) the manner aforesaid, it shall perform an appraisal of the fair market rental value of the Premises for in accordance with the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration terms of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon this Section 11.3 within thirty (30) days after the delivery of such notice by Landlord, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc., or its successor, or, on its failure, refusal or inability to act, by a court of competent jurisdiction. The Fair Market Rental Value of the Premises for the Extended Term shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premises, and the third arbitrator must select one or the other (it being understood that the third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s selected arbitrator and Tenant’s selected arbitrator shall deliver their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of the appointment of the third arbitrator and the third arbitrator shall render his or her decision within ten (10) days after receipt of both of the other two determinations of the Fair Market Rental Value of the Premises. The third arbitrator’s decision shall be binding on both Landlord and Tenant. The third arbitrator shall be a commercial real estate broker who is independent from the parties and who has not worked for either party or their affiliates in the prior five (5) years and who has at least ten (10) years’ experience in Comparable Buildings. Each party shall pay the fees of its own arbitrator, and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessaryappointment. In the event that such determination the appraised fair market rental value rendered by the Third Appraiser is higher than the lower appraised fair market rental value, but lower than the higher appraised fair market rental value, as rendered by the First Appraiser and the Second Appraiser, then the appraised fair market rental value rendered by the Third Appraiser shall result in become the appraised value. In the event that the appraised value rendered by the Third Appraiser is lower than the lower appraised value or higher than the higher appraised fair rental value, as rendered by the First Appraiser and Second Appraiser, than an overpayment by Tenant of any Basic Rent, such overpayment Appraisal Panel shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationconvened.

Determination of Fair Market Rental Value. Promptly after receiving Tenant’s Extension Notice pursuant In the event that Tenant shall have exercised the right to Section 16.1 above, Landlord shall provide lease the Additional Space and thereafter Owner and Tenant with Landlord’s good faith estimate of the Fair Market Rental Value (as defined in Section 16.3 below) of the Premises for the upcoming Extended Term, but in no event shall Landlord be required to deliver such estimate sooner than eleven (11) months prior to the expiration of the Term then in effect. If Tenant is unwilling to accept Landlord’s estimate of the Fair Market Rental Value as set forth in Landlord’s notice referred to above, and the parties are unable to reach agreement thereon agree, within sixty (60) days after commencement of discussions thereon, as to the fair market annual rental value of the Additional Space, then, upon the demand of either Owner or Tenant, such fair market annual rental value shall be determined by arbitration as follows: (a) Owner and Tenant shall each appoint an arbitrator within thirty (30) days after the delivery of such notice by Landlordeither party requesting arbitration of the issue. If either Owner or Tenant shall have failed to appoint an arbitrator within such period of time, then either party may submit the determination of the Fair Market Rental Value of the Premises to arbitration by giving notice to the other party naming the initiating party’s arbitrator within ten (10) days after the expiration of such thirty (30) day period. Within fifteen (15) days after receiving a notice of initiation of arbitration, the responding party shall appoint its own arbitrator by notifying the initiating party of the responding party’s arbitrator. If the second arbitrator shall not have been so be appointed within such fifteen (15) day period, the Fair Market Rental Value of the Premises shall be determined by the initiating party’s arbitrator. If the second arbitrator shall have been so appointed, the two arbitrators thus appointed shall, within fifteen (15) days after the responding party’s notice of appointment of the second arbitrator, appoint a third arbitrator. If the two initial arbitrators are unable timely to agree on the third arbitrator, then either may, on behalf of both, request such appointment by the Boston office of JAMS, Inc.American Arbitration Association, or its successor, oror if at such time such association is not in existence and has no successor, on its failure, refusal or inability to act, then by a court of competent jurisdiction. The Fair Market Rental Value the presiding Justice of the Premises for Appellate Division, First Department, of the Extended Term Supreme Court of the State of New York, or any successor court, upon request of either Owner or Tenant, as the case may be. (b) The two arbitrators appointed, as above provided, shall be determined by the method commonly known as Baseball Arbitration, whereby Landlord’s selected select a third arbitrator and Tenant’s selected arbitrator shall each set forth its respective determination of the Fair Market Rental Value of the Premisesif they fail to do so within thirty (30) days after their appointment, and the third arbitrator must select one or the other (it being understood that the such third arbitrator shall be expressly prohibited from selecting a compromise figure). Landlord’s appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. (c) All of such arbitrators shall be real estate appraisers or brokers having at least fifteen (15) years of experience in such field in the Borough of Manhattan, City of New York. (d) The three arbitrators, selected arbitrator as aforesaid, forthwith shall convene and Tenant’s selected arbitrator shall deliver render their determinations of the Fair Market Rental Value of the Premises to the third arbitrator within five (5) Business Days of decision as promptly as practicable after the appointment of the third arbitrator arbitrator. The decision of such arbitrators shall be in writing and the third arbitrator shall render his or her decision within ten (10) days after receipt of both vote of the other two determinations majority of them (or, if there be no majority decision, then the decision of the Fair Market Rental Value last appointed arbitrator) shall be the decision of the Premisesall and binding upon Owner and Tenant whether or not a judgment shall be entered in any court. The third arbitrator’s Duplicate original counterparts of such decision shall be binding on sent by the arbitrators to both Landlord Owner and Tenant. (e) The arbitrators, in arriving at their decision, shall, unless Owner has theretofore discontinued the redistribution or furnishing of electrical energy to the Demised Premises in accordance with the provisions of Section 29.05D take into consideration that electrical services are furnished by Owner to Tenant in the Demised Premises as reflected in the Electrical Inclusion Factor, and the arbitrators shall also be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrators may discover by investigation and inquiry outside of such hearings. The third arbitrator arbitrators shall be a commercial real estate broker who is independent from bound by the parties provisions of this Lease, and who has shall not worked for either party add to, subtract from, or their affiliates in the prior five (5) years otherwise modify such provisions. The cost and who has at least ten (10) years’ experience in Comparable Buildings. Each expense of such arbitration shall be borne equally by Owner and Tenant, except that each party shall pay the fees of its own arbitrator, counsel fees and the fees of the third arbitrator shall be shared equally by the parties. In the event Tenant initiates the aforesaid arbitration process and as of the commencement of the Extended Term the amount of the Basic Rent for the Extended Term has not been determined, Tenant shall pay the amount determined by Landlord for the Premises and when the determination has actually been made, an appropriate retroactive adjustment shall be made as of the commencement of the Extended Term if necessary. In the event that such determination shall result in an overpayment by Tenant of any Basic Rent, such overpayment shall be paid by Landlord to Tenant promptly after such determination has been made, and if such determination shall result in an underpayment by Tenant of any Basic Rent, Tenant shall pay any such amounts to Landlord promptly following such determinationexpenses.