Common use of Determination of Market Rent Clause in Contracts

Determination of Market Rent. 26.4.1. Within thirty (30) days following receipt of Tenant's notice of exercise of the Renewal Option, Landlord shall advise Tenant of Landlord's determination of the Market Rent (the "Initial Determination"). The Initial Determination shall be the Market Rent unless Tenant rejects the Initial Determination by notice in writing to Landlord (a "Rejection Notice") within fifteen (15) days after receipt of the Initial Determination, time being of the essence. 26.4.2. During the fifteen-day period following Landlord's receipt of a Rejection Notice, Landlord and Tenant shall (a) each appoint an appraiser meeting the qualifications hereinafter set forth to act on its behalf (each, a "Party Appraiser"), and (b) attempt to jointly select a third appraiser meeting the qualifications hereinafter set forth to act as arbiter (the "Third Appraiser"). If Landlord and Tenant are unable to agree upon the Third Appraiser within such fifteen-day period, the two Party Appraisers shall select the Third Appraiser within fifteen (15) days following their appointment. 26.4.3. Within thirty (30) days after their appointment, each Party Appraiser shall establish a Fair Market Rent and submit its determination to the Third Appraiser. Within fifteen (15) days after receiving the determinations, the Third Appraiser shall decide in writing whether the Landlord's Party Appraiser or the Tenant's Party Appraiser is more correct, and shall state in detail the reasons therefor. The determination so chosen shall be the Market Rent for the Renewal. The Third Appraiser shall be empowered to choose either the determination of the Landlord's Party Appraiser or the Tenant's Party Appraiser, and shall reach no other or compromise decision. The decision of the Third Appraiser shall be final and binding on Landlord and Tenant. 26.4.4. Each of the Party Appraisers and the Third Appraiser shall (a) be MAI certified, (b) have a minimum of ten (10) years experience in real estate leasing in the Delaware County/Chester County area or appraisal of leases in first class office buxxxxxxx in the Delaware County/Chester County Area, and (c) not have conducted within the previous xxxxx (3) years, not presently conduct, and not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates. 26.4.5. Landlord and Tenant shall each pay the cost of its Party Appraiser and shall share equally the costs of the Third Appraiser.

Determination of Market Rent. 26.4.1. Within thirty (30) days following receipt of Tenant's notice of exercise of If the Renewal Option, Landlord shall advise Tenant of Landlord's determination of parties are not able to ---------------------------- agree on the Market Rent (of the "Initial Determination")Premises for the Extension Term within the thirty day period provided for by Subsection 2.5.1, then within five days following the expiration of such period, either party may notify the other party that it has elected to proceed under this Subsection 2.5.2 to determine the Market Rent for the Premises. The Initial Determination If neither party so notifies the other party within such five day period, Tenant's exercise of its option to extend the Lease Term shall be null and void, this Lease shall terminate on the original Lease Expiration Date, and Landlord shall be free to lease the Premises or put the Premises to such other use as Landlord sees fit. If either party so notifies the other party that it wishes to have the Market Rent for the Premises for the Extension Term determined pursuant to this Subsection 2.5.2, then each party, at its cost and by giving notice to the other party, within fifteen days after the expiration of the thirty-day period provided for by Subsection 2.5.1, shall appoint an independent real estate appraiser with at least ten years' full-time commercial appraisal experience in the area in which the Premises are located, with an M.A.I. or similar designation, to appraise and determine the Market Rent for the Premises for the Extension Term. If a party does not appoint an appraiser within fifteen days after the expiration of the thirty-day period provided for by Subsection 2.5.1, the single appraiser appointed shall be the sole appraiser and shall determine the Market Rent unless Tenant rejects for the Initial Determination Premises for the Extension Term. If the two appraisers are appointed by notice the parties as stated in writing this Subsection, they shall meet promptly and attempt to Landlord (a "Rejection Notice") determine the Market Rent for the Premises for the Extension Term. If they are unable to agree within fifteen (15) thirty days after receipt of the Initial Determinationsecond appraiser has been appointed, time being of the essence. 26.4.2. During the fifteen-day period following Landlord's receipt of a Rejection Notice, Landlord and Tenant they shall (a) each appoint an appraiser meeting the qualifications hereinafter set forth to act on its behalf (each, a "Party Appraiser"), and (b) attempt to jointly select a third appraiser meeting the qualifications hereinafter set forth to act as arbiter (stated in this paragraph within ten days after the "Third Appraiser"). If Landlord and Tenant are unable to agree upon the Third Appraiser within such fifteen-last day period, the two Party Appraisers shall select the Third Appraiser within fifteen (15) days following their appointment. 26.4.3. Within thirty (30) days after their appointment, each Party Appraiser shall establish a Fair Market Rent and submit its determination appraisers are given to the Third Appraiser. Within fifteen (15) days after receiving the determinations, the Third Appraiser shall decide in writing whether the Landlord's Party Appraiser or the Tenant's Party Appraiser is more correct, and shall state in detail the reasons therefor. The determination so chosen shall be set the Market Rent for the RenewalPremises for the Extension Term. The Third Appraiser If they are unable to agree on the third appraiser, either of the parties to this Lease, by giving ten days' notice to the other party, may apply to the American Arbitration Association to appoint an appraiser meeting the qualifications set forth above for the purpose of determining the Market Rent for the Premises for the Extension Term. A third appraiser, however selected, shall be empowered to choose a person who has not previously acted in any capacity for either party. If a third appraiser is appointed, within thirty days after the determination selection of the Landlord's Party Appraiser or the Tenant's Party Appraiserthird appraiser, and shall reach no other or compromise decision. The decision a majority of the Third Appraiser appraisers shall be final and binding on Landlord and Tenant. 26.4.4determine the Market Rent for the Premises for the Extension Term. Each of the Party Appraisers parties shall pay for its own appraiser and the Third Appraiser shall (a) be MAI certified, (b) have a minimum bear one-half of ten (10) years experience in real estate leasing in the Delaware County/Chester County area or appraisal of leases in first class office buxxxxxxx in the Delaware County/Chester County Area, and (c) not have conducted within the previous xxxxx (3) years, not presently conduct, and not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates. 26.4.5. Landlord and Tenant shall each pay the cost of its Party Appraiser appointing the third appraiser and paying the third appraiser's fees. The parties immediately shall share equally execute an amendment to this Lease stating the costs Annual Basic Rent of the Third AppraiserPremises for the Extension Term.

Determination of Market Rent. 26.4.1In the event Tenant objects or is deemed to have objected to the Market Rent, Landlord and Tenant shall attempt to agree upon the Market Rent using reasonable good-faith efforts. Within thirty If Landlord and Tenant fail to reach agreement within sixty (3060) days following receipt of Tenant's ’s objection or deemed objection to the Landlord’s Option Rent Calculation (the “Outside Agreement Date”), then, within two (2) business days following such Outside Agreement Date, (x) Landlord may reestablish the Landlord’s Option Rent Calculation by delivering written notice of exercise thereof to Tenant, and (y) Tenant may reestablish the Tenant’s Option Rent Calculation by delivering written notice thereof to Tenant. If Landlord and Tenant thereafter fail to reach agreement within seven (7) business days of the Renewal OptionOutside Agreement Date, then in connection with the Option Rent, Landlord’s Option Rent Calculation and Tenant’s Option Rent Calculation, each as most recently delivered to the other party pursuant to the TCCs of this Section 2.2, shall be submitted to the “Neutral Arbitrator,” as that term is defined in Section 2.2.4.1 of this Lease, pursuant to the TCCs of this Section 2.2.4; provided, however, to the extent Tenant delivers to Landlord, within seven (7) business days of the Outside Agreement Date, a written notice rescinding its Exercise Notice, then the Lease Term shall not be extended for the Option Term, but shall instead expire as originally scheduled, pursuant to the remaining TCCs of this Lease. The submittals shall be made concurrently with the selection of the Neutral Arbitrator pursuant to this Section 2.2.4 and shall be submitted to arbitration in accordance with Section 2.2.4.1 through 2.2.4.5 of this Lease, but subject to the conditions, when appropriate, of Section 2.2.3. 2.2.4.1 Landlord and Tenant shall advise Tenant mutually, reasonably appoint one (1) arbitrator who shall by profession be a real estate broker, appraiser or attorney who shall have been active over the five (5) year period ending on the date of Landlord's such appointment in the leasing (or appraisal, as the case may be) of first-class corporate headquarters properties in the Comparable Area (the “Neutral Arbitrator”). The determination of the Neutral Arbitrator shall be limited solely to the issue of whether Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation, each as submitted to the Neutral Arbitrator pursuant to Section 2.2.4, above, is the closest to the actual Market Rent (as determined by such Neutral Arbitrator, taking into account the "Initial Determination")requirements of Section 2.2.2 of this Lease. The Initial Determination Such Neutral Arbitrator shall be the Market Rent unless Tenant rejects the Initial Determination by notice in writing to Landlord (a "Rejection Notice") appointed within fifteen (15) days after receipt the applicable Outside Agreement Date. Neither the Landlord or Tenant may, directly or indirectly, consult with the Neutral Arbitrator prior to subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landxxxx’x xounsel and Tenaxx’x xounsel. 2.2.4.2 The Neutral Arbitrator shall, within thirty (30) days of his/her appointment, reach a decision as to Market Rent and determine whether the Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation, each as submitted to the Neutral Arbitrator pursuant to Section 2.2.4, above, is closest to Market Rent as determined by such Neutral Arbitrator and simultaneously publish a ruling (“Award”) indicating whether Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation is closest to the Market Rent as determined such Neutral Arbitrator. Following notification of the Initial DeterminationAward, time the Landlord’s Option Rent Calculation or Tenant’s Option Rent Calculation, whichever is selected by the Neutral Arbitrator as being of closest to Market Rent, shall become the essencethen applicable Option Rent. 26.4.2. During the fifteen-day period following Landlord's receipt of a Rejection Notice, 2.2.4.3 The Award issued by such Neutral Arbitrator shall be binding upon Landlord and Tenant shall (a) each appoint an appraiser meeting the qualifications hereinafter set forth to act on its behalf (each, a "Party Appraiser"), and (b) attempt to jointly select a third appraiser meeting the qualifications hereinafter set forth to act as arbiter (the "Third Appraiser"). Tenant. 2.2.4.4 If Landlord and Tenant are unable fail to agree upon appoint the Third Appraiser within such fifteen-day period, the two Party Appraisers shall select the Third Appraiser Neutral Arbitrator within fifteen (15) days following their appointmentafter the applicable Outside Agreement Date, either party may petition the presiding judge of the Superior Court of San Diego County to appoint such Neutral Arbitrator subject to the criteria in Section 2.2.4.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Neutral Arbitrator. 26.4.3. Within thirty (30) days after their appointment, each Party Appraiser shall establish a Fair Market Rent and submit its determination to the Third Appraiser. Within fifteen (15) days after receiving the determinations, the Third Appraiser shall decide in writing whether the Landlord's Party Appraiser or the Tenant's Party Appraiser is more correct, and shall state in detail the reasons therefor. 2.2.4.5 The determination so chosen cost of arbitration shall be the Market Rent for the Renewal. The Third Appraiser shall be empowered to choose either the determination of the Landlord's Party Appraiser or the Tenant's Party Appraiser, and shall reach no other or compromise decision. The decision of the Third Appraiser shall be final and binding on Landlord and Tenantpaid by Landxxxx xxx Tenant equally. 26.4.4. Each of the Party Appraisers and the Third Appraiser shall (a) be MAI certified, (b) have a minimum of ten (10) years experience in real estate leasing in the Delaware County/Chester County area or appraisal of leases in first class office buxxxxxxx in the Delaware County/Chester County Area, and (c) not have conducted within the previous xxxxx (3) years, not presently conduct, and not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates. 26.4.5. Landlord and Tenant shall each pay the cost of its Party Appraiser and shall share equally the costs of the Third Appraiser.

Determination of Market Rent. 26.4.1Upon notification from Tenant of the exercise of a renewal option, Landlord shall within ten (10) days thereafter notify Tenant in writing of the proposed Market Rate applicable to the renewal term in question. Within thirty Tenant shall, within ten (3010) days following receipt of such notice from Landlord, notify Landlord in writing of the acceptance or rejection of the proposed Market Rate. If Tenant fails to respond to Landlord's designation of Market Rate within said 10-day period, Tenant shall be deemed to have accepted Landlord's designation of Market Rate for all purposes. In event of rejection by Tenant, the Market Rate for the renewal term in question shall be determined as follows: (a) Within ten (10) days following notification of Tenant's notice of exercise of the Renewal Option, Landlord shall advise Tenant of Landlord's determination of the Market Rent (the "Initial Determination"). The Initial Determination shall be the Market Rent unless Tenant rejects the Initial Determination by notice in writing to Landlord (a "Rejection Notice") within fifteen (15) days after receipt of the Initial Determination, time being of the essence. 26.4.2. During the fifteen-day period following Landlord's receipt of a Rejection Noticerejection, Landlord and Tenant shall (a) each appoint an appraiser. Any appraiser meeting appointed hereunder (whether by a party hereto or by an appraiser so appointed, as hereinafter provided) shall be impartial, have an office in Tarrant County, shall have at least ten (10) years' experience as a real estate appraiser of warehouse/industrial buildings in the qualifications hereinafter set forth to act on its behalf Tarrant County area (each, a "Party Appraiser"or shall have at least ten (10) years' experience in leasing warehouse/industrial space in the Tarrant County area), and shall be a member of the American Institute of Real Estate Appraisers or a successor or similar organization of recognized national standing, some of whose members we frequently employed for appraisal purposes by federal or state governments. The two appraisers appointed shall meet promptly and attempt to agree on a determination of the Market Rate for the renewal term in question. The determination of Market Rate by the two appraisers, if they agree, shall be binding on Landlord and Tenant. If the Market Rate determinations of the two appraisers differ by in amount equal to or less then five percent (5%) of the higher of the two determinations of Market Rate, then the Market Rate shall be equal to the arithmetic mean of the two determinations. (b) attempt to jointly select a third appraiser meeting If the qualifications hereinafter set forth to act as arbiter (the "Third Appraiser"). If Landlord and Tenant are unable to two appraisers cannot agree upon the Third Appraiser Market Rate for the renewal term in question within such fifteen-day period, the two Party Appraisers shall select the Third Appraiser within fifteen ten (1510) days following their appointment. 26.4.3, or if their determinations of Market Rate differ by more than five percent (5%) of the higher of the two determinations of Market Rate, then the two appointees shall select a third appraiser, but if they are unable to agree on a third appraiser within five (5) days, then each appraiser shall select the names of two willing persons qualified to be appraisers hereunder and from the four persons so named, one name shall be drawn by lot by a representative of Tenant in the presence of a representative of Landlord, and the person whose name is so drawn shall be the third appraiser. Within thirty If either of the first two appraisers fails to select the names of two willing, qualified appraisers and to cooperate with the other appraiser so that a third appraiser can be selected by lot, as aforesaid, the third appraiser shall be selected by lot from the two appraisers which were selected by the other appraiser for the drawing. The three appraisers so selected shall confer and immediately proceed to determine the Market Rate for the renewal term in question. If the three appraisers fail to agree on such Market Rate within ten (3010) days after their appointment, each Party Appraiser shall establish a Fair Market Rent and submit its determination to the Third Appraiser. Within fifteen (15) days after receiving appointment of the determinationsthird appraiser, the Third Appraiser shall decide in writing whether average of the Landlord's Party Appraiser or two determinations of Market Rate which are closer to each other than the Tenant's Party Appraiser is more correct, and shall state in detail the reasons therefor. The third determination so chosen of Market Rate shall be the Market Rent Rate for the Renewalrenewal term in question. (c) The appraisers selected hereunder shall deliver a signed and written report of their appraisal, or the average of the two closer appraisals, as the case may be, to Tenant and Landlord. The Third Appraiser fee of the appraiser initially selected by Tenant shall be empowered paid by Tenant, the fee of the appraiser initially selected by Landlord shall be paid by Landlord, and the fee of any third appraiser and any expenses reasonably incident to choose either the appraisal (except attorneys' fees, which shall be borne by the party incurring the same) shall be shared equally by Tenant and Landlord. Any vacancy in the office of the appraiser appointed by Tenant shall be filled by Tenant, any vacancy in the office of the appraiser appointed by Landlord shall be filled by Landlord, and any vacancy in the office of the third appraiser shall be filled by the first two appraisers in the manner specified above for the selection of a third appraiser. (d) If appraisal proceedings are initiated as provided above in order to determine the Market Rate which is applicable to the renewal term in question, the decision and award of the appraisers as to such Market Rate shall be final, conclusive, and binding on the parties, absent settlement by agreement of the parties prior to the rendering by the appraisers of any such decision and award. If the Market Rate is not finally determined prior to the commencement of the renewal term in question, Tenant shall pay Base Rent based upon Base Rent theretofore in effect under this Lease until the final determination of the Landlord's Party Appraiser Market Rate for the renewal term in question occurs as provided above. If the final determination of such Market Rate is different from the amount paid by Tenant, Tenant shall promptly pay to Landlord any deficiency in Base Rent or Landlord shall promptly pay to Tenant any overpayment of Base Rent from the Tenant's Party Appraisercommencement of the renewal term in question until such final determination. (e) If the Market Rate for either renewal Term is established using the appraisal mechanism act forth above, each party shall act diligently and in good faith (and shall reach no other or compromise decision. The decision of cause the Third Appraiser shall be final and binding on Landlord and Tenant. 26.4.4. Each of appraiser appointed by such party to so act) such that the Party Appraisers and Market Rate for the Third Appraiser shall (a) be MAI certified, (b) have a minimum of renewal term in question is established at least ten (10) years experience in real estate leasing in months prior to the Delaware County/Chester County area or appraisal of leases in first class office buxxxxxxx in the Delaware County/Chester County Area, and (c) not have conducted within the previous xxxxx (3) years, not presently conduct, and not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates. 26.4.5. Landlord and Tenant shall each pay the cost of its Party Appraiser and shall share equally the costs expiration of the Third Appraiserthen current Term.

Determination of Market Rent. 26.4.1In the event Tenant timely and appropriately exercises its option to extend the Lease but rejects the Option Rent set forth in Landlord's Preliminary Option Rent Calculation pursuant to Section 2.2.3, above, then Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. Within If Landlord and Tenant fail to reach agreement within thirty (30) days following receipt of Tenant's notice objection or deemed objection to the Landlord's Preliminary Option Rent Calculation, then Landlord and Tenant shall each deliver to one another updated option rent calculations (alternatively, the "Landlord's Final Option Rent Calculation" and the "Tenant's Final Option Rent Calculation") within five (5) business days following the expiration of exercise such thirty (30) day period; provided, however, to the extent either party fails to timely deliver such Landlord's Final Option Rent Calculation or Tenant's Final Option Rent Calculation, as the case may be, then the same shall be deemed to equal the previously submitted Landlord's Preliminary Option Rent Calculation or Tenant's Preliminary Option Rent Calculation, as applicable. If Landlord and Tenant fail to reach agreement within five (5) business days following the delivery (or deemed delivery) of the Renewal Option, Landlord shall advise Tenant of Landlord's Final Option Rent Calculation and Tenant's Final Option Rent Calculation to each other (the "Outside Agreement Date"), then Landlord's Final Option Rent Calculation and Tenant's Final Option Rent Calculation, each as previously delivered to the other party, shall be submitted to the arbitrators pursuant to the TCCs of this Section 2.2.4. The submittals of the Landlord's Option Rent Calculation and Tenant's Option Rent Calculation shall be made concurrently with the selection of the arbitrators pursuant to this Section 2.2.4 and shall be submitted to arbitration in accordance with Section 2.2.4.1 through 2.2.4.7 of this Lease, but subject to the conditions, when appropriate, of Section 2.2.3. 2.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be an MAI commercial real estate appraiser whom shall have been active over the five (5) year period ending on the date of such appointment in the appraisal of first class office in the Comparable Area. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's Final Option Rent Calculation or Tenant's Final Option Rent Calculation is the closest to the actual Market Rent (as determined by the "Initial Determination")arbitrators, taking into account the requirements of Section 2.2.2 of this Lease. The Initial Determination Each such arbitrator shall be the Market Rent unless Tenant rejects the Initial Determination by notice in writing to Landlord (a "Rejection Notice") appointed within fifteen (15) days after receipt of the Initial Determination, time being of the essence. 26.4.2Outside Agreement Date. During the fifteen-day period following Landlord's receipt of a Rejection Notice, Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed (a) each appoint an appraiser meeting the qualifications hereinafter set forth to act on its behalf (each, a "Party AppraiserAdvocate Arbitrators"), and . 2.2.4.2 The two Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (b10) attempt to jointly select a third appraiser meeting days of the qualifications hereinafter set forth to act as arbiter (date of the "Third Appraiser"). If Landlord and Tenant are unable appointment of the last appointed Advocate Arbitrator to agree upon and appoint a neutral third arbitrator ("Neutral Arbitrator") who shall be qualified under the Third Appraiser same criteria set forth hereinabove for qualification of the two Advocate Arbitrators except that neither the Landlord or Tenant or either party's Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior to subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord's counsel and Tenant's counsel. 2.2.4.3 The three arbitrators shall within such fifteen-day periodthirty (30) days of the appointment of the Neutral Arbitrator reach a decision as to Market Rent and determine whether the Landlord's Final Option Rent Calculation or Tenant's Final Option Rent Calculation, as submitted pursuant to this Section 2.2.4, is closest to Market Rent as determined by the arbitrators and simultaneously publish a ruling ("Award") indicating whether Landlord's Final Option Rent Calculation or Tenant's Final Option Rent Calculation is closest to the Market Rent as determined by the arbitrators. Following notification of the Award, the two Party Appraisers Landlord's Final Option Rent Calculation or Tenant's Final Option Rent Calculation, whichever is selected by the arbitrators as being closest to Market Rent, shall select become the Third Appraiser then applicable Market Rent. 2.2.4.4 The Award issued by the majority of the three arbitrators shall, subject to the TCCs of Section 2.2.5, below, be binding upon Landlord and Tenant. 2.2.4.5 If either Landlord or Tenant fail to appoint an Advocate Arbitrator within fifteen (15) days following their appointmentafter the Outside Agreement Date, either party may petition the presiding judge of the Superior Court of San Diego County to appoint such Advocate Arbitrator subject to the criteria in Section 2.2.4.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such Advocate Arbitrator. 26.4.3. Within thirty (30) days after their appointment2.2.4.6 If the two Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, each Party Appraiser shall establish a Fair Market Rent and submit its determination to then either party may petition the Third Appraiser. Within fifteen (15) days after receiving the determinations, the Third Appraiser shall decide in writing whether the Landlord's Party Appraiser or the Tenant's Party Appraiser is more correct, and shall state in detail the reasons therefor. The determination so chosen shall be the Market Rent for the Renewal. The Third Appraiser shall be empowered to choose either the determination presiding judge of the Landlord's Party Appraiser Superior Court of San Diego County to appoint the Neutral Arbitrator, subject to criteria in Section 2.2.4.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the Tenant's Party Appraiser, and shall reach no other or compromise decision. The decision of the Third Appraiser shall be final and binding on Landlord and Tenantparties to appoint such arbitrator. 26.4.4. 2.2.4.7 Each of the Party Appraisers and the Third Appraiser party shall (a) be MAI certified, (b) have a minimum of ten (10) years experience in real estate leasing in the Delaware County/Chester County area or appraisal of leases in first class office buxxxxxxx in the Delaware County/Chester County Area, and (c) not have conducted within the previous xxxxx (3) years, not presently conduct, and not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliates. 26.4.5. Landlord and Tenant shall each pay the cost of its Party Appraiser Advocate Arbitrator and shall share equally the costs cost of the Third AppraiserNeutral Arbitrator shall be paid by Landlord and Tenant equally. 2.2.4.1 In the event that the Option Rent shall not have been determined pursuant to the terms hereof prior to the commencement of the Option Term, Tenant shall continue to pay the Base Rent applicable as of the end of the Lease Term, and upon the final determination of the Option Rent, the payments made by Tenant shall be reconciled with the actual amounts due, and the appropriate party shall make any corresponding payment to the other party.

Determination of Market Rent. 26.4.1. Within 52.5.1 Lessor shall within thirty (30) days following the date on which it receives Lessee’s Option Notice, deliver to Lessee a written notice specifying the Option Rent and other charges for the Option Term with respect to the Extension Premises (the “Market Rent Notice”). Unless, on or before the date that is ten (10) business days after the date on which Lessor delivers a Market Rent Notice, Lessee delivers to Lessor written notice specifically stating that Lessee does not accept the Option Rent set forth in the Market Rent Notice (a “Market Rent Objection Notice”), the Option Rent for the Extension Premises shall be the Option Rent specified in the Lessor’s Notice. 52.5.2 In the event that Lessee shall deliver to Lessor a Market Rent Objection Notice (stating that Lessee does not accept the Option Rent identified in the applicable Market Rent Notice) within the time period specified therefor, the Market Rent shall be determined in accordance with this Paragraph 52.5.2 (and the Option Rent shall be equal to the product of (i) the Rentable Area of the Extension Premises and (ii) the Market Rent as determined in accordance with this Paragraph 52.5.2. Following Lessor’s receipt of Tenant's notice of exercise of Lessee’s Market Rent Objection Notice, Lessor and Lessee shall attempt to agree upon the Renewal OptionMarket Rent for the Extension Premises using their good-faith efforts. If Lessor and Lessee shall fail to reach agreement on the Market Rent on or before the date (the “Outside Agreement Date”) that is twenty (20) days after the date on which Lessor received Lessee’s Market Rent Objection Notice, Landlord then each party shall advise Tenant of Landlord's make a separate determination of the Market Rent on or before the date that is five (5) business days after the "Initial Determination")Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Paragraphs 52.5.2(a) through (e) below. (a) Lessor and Lessee shall each appoint one arbitrator who shall by profession be a real estate broker or appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the leasing (or appraisal, as the case may be) of comparable industrial warehouse properties in Alameda, San Mateo and Santa Xxxxx Counties, exclusive of any broker from any brokerage firm currently representing (or who has previously represented within the preceding two (2) year period) either party. The Initial Determination determination of the arbitrators shall be limited solely to the issue of whether Lessor’s or Lessee’s submitted Market Rent unless Tenant rejects is the Initial Determination closest to the actual Market Rent, as determined by notice in writing to Landlord (a "Rejection Notice") within the arbitrators, taking into account the requirements of Paragraph 52.3 of this Lease. Each such arbitrator shall be appointed on or before the date that is fifteen (15) days after receipt of the Initial Determination, time being of the essence. 26.4.2applicable Outside Agreement Date. During the fifteen-day period following Landlord's receipt of a Rejection Notice, Landlord and Tenant shall (a) each If either Lessor or Lessee fails to appoint an appraiser meeting arbitrator on or before the qualifications hereinafter set forth to act on its behalf (each, a "Party Appraiser"), and (b) attempt to jointly select a third appraiser meeting the qualifications hereinafter set forth to act as arbiter (the "Third Appraiser"). If Landlord and Tenant are unable to agree upon the Third Appraiser within such fifteen-day period, the two Party Appraisers shall select the Third Appraiser within date that is fifteen (15) days following their appointmentafter the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Lessor and Lessee thereof, and such arbitrator’s decision shall be binding upon Lessor and Lessee. 26.4.3(b) The two arbitrators so appointed shall, on or before the date that is ten (10) days after the date of the appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two arbitrators. Within If the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third or any arbitrator shall be dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association, but subject to the instructions set forth in this Paragraph 52.5. (c) The three arbitrators shall, on or before the date that is thirty (30) days after their appointmentthe date of the appointment of the third arbitrator, each Party Appraiser shall establish reach a Fair Market Rent and submit its determination decision as to the Third Appraiser. Within fifteen (15) days after receiving the determinations, the Third Appraiser shall decide in writing whether the Landlord's Party Appraiser parties shall use Lessor’s or the Tenant's Party Appraiser is more correct, and shall state in detail the reasons therefor. The determination so chosen shall be the Lessee’s submitted Market Rent for the Renewal. The Third Appraiser shall be empowered to choose either Extension Premises, as the determination of the Landlord's Party Appraiser or the Tenant's Party Appraisercase may be, and shall reach no other or compromise decision. notify Lessor and Lessee thereof. (d) The decision of the Third Appraiser majority of the three arbitrators shall be final binding upon Lessor and binding on Landlord and TenantLessee. 26.4.4. Each (e) The cost of arbitration shall be paid by the party whose determination of the Party Appraisers and the Third Appraiser shall (a) be MAI certified, (b) have a minimum of ten (10) years experience in real estate leasing in the Delaware County/Chester County area or appraisal of leases in first class office buxxxxxxx in the Delaware County/Chester County Area, and (c) Market Rent is not have conducted within the previous xxxxx (3) years, not presently conduct, and not anticipate conducting a material amount of business with either Landlord or Tenant or their affiliates, or otherwise have a financial interest in either Landlord or Tenant or their affiliatesselected. 26.4.5. Landlord and Tenant shall each pay the cost of its Party Appraiser and shall share equally the costs of the Third Appraiser.