Common use of Determination of Option Rent Clause in Contracts

Determination of Option Rent. Landlord and Tenant shall attempt to ---------------------------- agree upon the Fair Market Rent, using their best good-faith efforts. If Landlord and Tenant fail to reach agreement upon Fair Market Rent within fifteen (15) business days following Tenant's delivery of the Exercise Notice (the "Outside Agreement Date"), then each party shall submit to the other party a separate written determination of the Fair Market Rent within fifteen (15) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 31.4.1 through 31.4.7 below. Failure of Tenant or Landlord to submit a written determination of the Fair Market Rent within such fifteen (15) business day period shall conclusively be deemed to be the non-determining party's approval of the Fair Market Rent submitted within such fifteen (15) business day period by the other party. 31.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be an independent real estate broker who shall individually have no ongoing business relationship with Tenant or Landlord and who shall have been active over the eight (8) year period ending on the date of such appointment in the leasing of first-class office "flex" buildings in the Project Area. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted Fair Market Rent is the closest to the actual Fair Market Rent as determined by the arbitrators, taking into account the requirements of Section

Determination of Option Rent. If Tenant timely and appropriately objects in its Exercise Notice to Landlord to the Fair Market Rental Rate for the Option Term initially determined by Landlord, then Landlord and Tenant shall attempt in good faith to ---------------------------- agree upon the Fair Market Rent, using their best good-faith effortsRental Rate. If Landlord and Tenant fail to reach agreement upon Fair Market Rent within fifteen ten (1510) business days following Tenant's delivery of the such Exercise Notice (the "Outside Agreement Date"), then each party shall submit to the other party a separate written determination of the Fair Market Rent Rental Rate within fifteen (15) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with the provisions of Sections 31.4.1 4.1 through 31.4.7 4.7 below. Failure The failure of Tenant or Landlord to submit a written determination of the Fair Market Rent Rental Rate within such fifteen (15) business day period shall conclusively be deemed to be the non-determining such party's approval of the Fair Market Rent Rental Rate submitted within such fifteen (15) business day period by the other party. 31.4.1 4.1. Landlord and Tenant shall each appoint one (1) arbitrator who shall by profession be an independent real estate broker who shall individually have no ongoing business relationship with Tenant or Landlord and who shall have been active over the eight five (8) 5) year period ending on the date of such appointment in the leasing of first-first class office "flex" buildings in the Project AreaUTC/Eastside submarket of San Diego County. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted Fair Market Rent Rental Rate is the closest closer to the actual Fair Market Rent Rental Rate as determined by the arbitrators, taking into account the requirements of Sectionwith respect thereto set forth in Section 2 above. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date.

Determination of Option Rent. Landlord and Tenant Xxxxxx shall attempt to ---------------------------- agree upon the Fair Market Rent, using their best good-faith efforts. If Landlord and Tenant fail to reach agreement upon Fair Market Rent within fifteen (15) business days following TenantXxxxxx's delivery of the Exercise Notice (the "Outside Agreement Date"), then each party shall submit to the other party a separate written determination of the Fair Market Rent within fifteen (15) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 31.4.1 30.4.1 through 31.4.7 30.4.7 below. Failure of Tenant or Landlord to submit a written determination of the Fair Market Rent within such fifteen (15) business day period shall conclusively be deemed to be the non-non- determining party's approval of the Fair Market Rent submitted within such fifteen (15) business day period by the other party. 31.4.1 30.4.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be an independent real estate broker who shall individually have no ongoing business relationship with Tenant or Landlord and who shall have been active over the eight (8) year period ending on the date of such appointment in the leasing of first-class office "flex" buildings in the Project Area. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted Fair Market Rent is the closest to the actual Fair Market Rent as determined by the arbitrators, taking into account the requirements of Section

Determination of Option Rent. Landlord In the event Lessee timely and Tenant appropriately objects in writing to the Fair Market Rent initially determined by Lessor, Lessor and Lessee shall attempt to ---------------------------- agree upon the Fair Market Rent, using their best good-faith efforts. If Landlord Lessor and Tenant Lessee fail to reach agreement upon Fair Market Rent within fifteen ten (1510) business days following TenantLessee's delivery of objection to the Exercise Notice Fair Market Rent (the "Outside Agreement Date"), then each party shall submit to the other party a separate written determination of the Fair Market Rent within fifteen (15) ten business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 31.4.1 (i) through 31.4.7 (vii) below. Failure of Tenant Lessee or Landlord Lessor to submit a written determination of the Fair Market Rent within such fifteen ten (1510) business day period shall conclusively be deemed to be the non-determining party's approval of the Fair Market Rent submitted within such fifteen ten (1510) business day period by the other party. 31.4.1 Landlord (i) Lessor and Tenant Lessee shall each appoint one arbitrator who shall by profession be an independent real estate broker appraiser who shall individually have no ongoing business relationship with Tenant financial interest in Lessee or Landlord Lessor and who shall have been active over the eight five (8) 5) year period ending on the date of such appointment in the appraisal for leasing purposes of first-class office "flex" rentals of space in buildings located in the Project Areavicinity of the Premises. The determination of the arbitrators shall be limited solely to the issue of whether LandlordLessor's or TenantLessee's submitted Fair Market Rent is the closest to the actual Fair Market Rent as determined by the arbitrators, taking into account the requirements of SectionParagraph 51

Determination of Option Rent. If Tenant timely and appropriately objects in writing pursuant to Section 3 above with respect to the Fair Market Rental Rate for the Option Term initially determined by Landlord in Landlord’s Option Rent Notice, then Landlord and Tenant shall attempt to ---------------------------- agree upon the Fair Market RentRental Rate, using their best good-faith efforts. If Landlord and Tenant fail to reach agreement upon Fair Market Rent within fifteen by the date (15the “Outside Agreement Date”) business which is twenty (20) days following Tenant's ’s delivery of the Exercise Notice (the "Outside Agreement Date")Notice, then each party shall submit to the other party a separate written determination of the Fair Market Rent Rental Rate within fifteen ten (1510) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with the provisions of Sections 31.4.1 4.1 through 31.4.7 4.7 below. Failure The failure of Tenant or Landlord to submit a written determination of the Fair Market Rent Rental Rate within such fifteen ten (1510) business day period shall conclusively be deemed to be the non-determining such party's ’s approval of the Fair Market Rent Rental Rate submitted within such fifteen ten (1510) business day period by the other party. 31.4.1 4.1 Landlord and Tenant shall each appoint one (1) arbitrator who shall by profession be an independent a real estate leasing broker who shall individually have no ongoing business relationship with Tenant or Landlord and who shall (i) have been active over the eight ten (8) 10) year period ending on the date of such appointment in the leasing of firstthe Building, the Other Existing Buildings and the Comparable Buildings, (ii) have no financial interest in Landlord or Tenant, and (iii) not have represented or been employed or engaged by the appointing party during such 10-class office "flex" buildings in the Project Areayear period. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's ’s or Tenant's ’s submitted Fair Market Rent Rental Rate is the closest closer to the actual Fair Market Rent Rental Rate as determined by the arbitrators, taking into account the requirements with respect thereto set forth in Section 2 above. Each such arbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. 4.2 The two (2) arbitrators so appointed shall, within fifteen (15) days of Sectionthe 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 (2) arbitrators. 4.3 The three (3) arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to which of Landlord’s or Tenant’s submitted Fair Market Rental Rate is closer to the actual Fair Market Rental Rate and shall select such closer determination as the Fair Market Rental Rate and notify Landlord and Tenant thereof. 4.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant.