Common use of Fair Market Rental Rate Clause in Contracts

Fair Market Rental Rate. For the purposes of paragraphs (b) and (c) above, the term “Fair Market Rental Rate” shall mean a rate comprised of the prevailing base rental rate per square foot of rentable area available in the Charlotte, North Carolina market for renewals, as determined by Landlord in good faith, taking into account leases for improved space which are comparable to the Premises in reputation, quality, use, age, size, location, and level and quality of services (the foregoing factors not being exclusive in identifying comparable buildings). Landlord shall notify Tenant of Landlord’s determination of the Fair Market Rental Rate within thirty (30) days after Landlord’s receipt of Tenant’s election to extend the term of the Lease (“Landlord’s Fair Market Rate Notice”). Within fourteen (14) days following the date upon which Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlord, either (i) accept Landlord’s determination of the Fair Market Rental Rate, or (ii) reject Landlord’s determination of the Fair Market Rental Rate and proceed as set forth in the following paragraph. In the absence of timely written notice from Tenant, Tenant shall be deemed to have chosen option (ii). If the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal the Preceding Rent Rate. If Tenant rejects Landlord's determination of the Fair Market Rental Rate, then within thirty (30) days after receipt of Landlord’s Fair Market Rate Notice, Tenant shall have the right to submit to Landlord an appraisal (“Tenant’s Fair Market Rate Notice”) by a Qualified Real Estate Appraiser of Fair Market Rental Rate effective as of the commencement date of the applicable Renewal Period. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) is not more than one hundred five percent (105%) of the lower estimate, the Fair Market Rental Rate shall be established as the average of the two rates. If the higher rate is more than one hundred five percent (105%) of the lower rate, Landlord and Tenant shall, within fifteen (15) days after Tenant’s Fair Market Rate Notice has been submitted, each select a Qualified Real Estate Appraiser (which for Tenant may be the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers shall select a third Qualified Real Estate Appraiser (the “Referee”). If Landlord and Tenant are unable to agree upon the selection of a Referee, then the Referee shall be selected within fifteen (15) days thereafter by an arbitrator selected pursuant to the rules of the American Arbitration Association. The Referee shall, within thirty (30) days after appointment, render his decision as to the Fair Market Rental Rate, by electing Landlord’s Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. The decision of the Referee shall be issued in writing, shall be binding upon Landlord and Tenant, and shall constitute the Base Rent for the applicable Renewal Term. Landlord and Tenant shall each pay for their own determination, and the cost of the Referee and arbitrator, if any, shall be shared equally by Landlord and Tenant.

Fair Market Rental Rate. For the purposes of paragraphs A. First Cancellation Option (b1) and Upon not less than six (c6) above, the term “Fair Market Rental Rate” shall mean a rate comprised of the prevailing base rental rate per square foot of rentable area available in the Charlotte, North Carolina market for renewals, as determined by Landlord in good faith, taking into account leases for improved space which are comparable to the Premises in reputation, quality, use, age, size, location, and level and quality of services (the foregoing factors not being exclusive in identifying comparable buildings). Landlord shall notify Tenant of Landlord’s determination of the Fair Market Rental Rate within thirty (30) days after Landlord’s receipt of Tenant’s election to extend the term of the Lease (“Landlord’s Fair Market Rate Notice”). Within fourteen (14) days following the date upon which Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by month's prior written notice to Landlord, either (i) accept Landlord’s determination Landlord given at anytime prior to the end of the Fair Market Rental Rate, or forty-second (ii42nd) reject Landlord’s determination full calendar month following the commencement of Tenant's Lease and occupancy of the Fair Market Rental Rate original Leased Premises, the Expansion Space, the First Preferential Space, and proceed the Second Preferential Space, as set forth in the following paragraph. In the absence of timely written notice from Tenant, Tenant shall be deemed to have chosen option (ii). If the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal the Preceding Rent Rate. If Tenant rejects Landlord's determination of the Fair Market Rental Rate, then within thirty (30) days after receipt of Landlord’s Fair Market Rate Noticeapplicable, Tenant shall have the right to submit cancel this Lease with respect to Landlord an appraisal all or a portion of the Leased Premises located on the sixth (“6th) floor of the Building, subject to Tenant’s Fair Market Rate Notice”'s payment of Stipulated Damages calculated pursuant to Subparagraph 28.A(2) below and the conditions in Subparagraph 28.A(3). (2) Stipulated Damages shall be due and payable simultaneous with Tenant's written notice of intent to cancel under the provisions of this Paragraph 28.A or Tenant's cancellation rights shall be null and void. If Tenant exercises its First Cancellation Option pursuant to this Paragraph 28.A, Tenant shall pay Landlord, as "Stipulated Damages", the sum of the following: (a) The unamortized portion of Landlord's contributions, rental abatement, moving allowance, and any other reimbursement (collectively "Contributions") applicable to the Leased Premises. Any costs associated with asbestos abatement in the Leased Premises shall not be included in Contributions. For purposes of calculating Stipulated Damages, Contributions shall be treated as if such were a loan, fully amortized over the original term of the Lease at twelve percent (12%) annual interest, compounded monthly. Stipulated Damages as outlined herein are subject to adjustment for any Expansion Space and/or Preferential Right Space leased by a Qualified Real Estate Appraiser Tenant pursuant to Paragraph 25 and Paragraph 26. Amortization of Fair Market Rental Rate effective as of Contributions attributable to the Expansion Space shall begin upon the commencement date of the applicable Renewal Period. If the higher estimate respective additional space leased; plus (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Noticeb) is not more than one hundred five percent An amount equal to three (105%3) of the lower estimate, the Fair Market month's Base Rental Rate shall be established as the average of the two rates. If the higher rate is more than one hundred five percent (105%) of the lower rate, Landlord and Tenant shall, within fifteen (15) days after Tenant’s Fair Market Rate Notice has been submitted, each select a Qualified Real Estate Appraiser (which for Tenant may be the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers shall select a third Qualified Real Estate Appraiser (the “Referee”). If Landlord and Tenant are unable to agree upon the selection of a Referee, then the Referee shall be selected within fifteen (15) days thereafter by an arbitrator selected pursuant to the rules of the American Arbitration Association. The Referee shall, within thirty (30) days after appointment, render his decision as to the Fair Market Rental Rate, by electing Landlord’s Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. The decision of the Referee shall be issued in writing, shall be binding upon Landlord and Tenant, and shall constitute based on the Base Rent for Rental being paid by Tenant at the applicable Renewal Term. Landlord and Tenant shall each pay for their own determination, and the cost time of the Referee and arbitrator, if any, shall be shared equally by Landlord and Tenantsaid cancellation.

Fair Market Rental Rate. For the purposes of paragraphs (b) and (c) above, the term “Fair Market Rental Rate” shall mean a rate comprised of the prevailing base rental rate per square foot of rentable area available in the Charlotte, North Carolina market for renewals, as determined by Landlord in good faith, taking into account leases for improved space which are comparable to the Premises in reputation, quality, use, age, size, location, and level and quality of services (the foregoing factors not being exclusive in identifying comparable buildings). Landlord shall notify Tenant of Landlord’s determination of determine the Fair Market Rental Rate by using its good faith judgment. Landlord shall provide written notice of such amount to Tenant within thirty (30) days after Landlord’s receipt of Tenant’s election Tenant sends the Option Notice to extend Landlord exercising the term of the Lease (“Landlord’s Fair Market Rate Notice”)Extension Option. Within fourteen (14) days following the date upon which Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlord, either (i) accept Landlord’s determination of the Fair Market Rental Rate, or (ii) reject Landlord’s determination of the Fair Market Rental Rate and proceed as set forth in the following paragraph. In the absence of timely written notice from Tenant, Tenant shall be deemed to have chosen option fifteen (ii). If the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal the Preceding Rent Rate. If Tenant rejects Landlord's determination of the Fair Market Rental Rate, then within thirty (3015) days after receipt of Landlord’s Fair Market Rate Notice, Tenant shall have notice of the right to submit to Landlord an appraisal new rental (the “Tenant’s Review Period”) within which to either (i) accept such rental, (ii) object thereto in writing or (iii) elect to rescind its election to extend the Term of the Lease as set forth in the Option Notice. In the event Tenant objects but does not rescind, Landlord and Tenant shall attempt to agree upon such Fair Market Rate NoticeRental Rate, using their best good faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) days following the end of Tenant’s Review Period (the “Outside Agreement Date”) by ), then each party shall place in a Qualified Real Estate Appraiser of separate sealed envelope their final proposal as to the Fair Market Rental Rate effective as and such determination shall be submitted to arbitration in accordance with subsections (a) through (e) below. Failure of Tenant to so object in writing within Tenant’s Review Period shall conclusively be deemed its objection to the new rental determined by Landlord but not an election to rescind. In the event that Landlord fails to timely generate the initial written notice of Landlord’s opinion of the commencement date Fair Market Rental Rate which triggers the negotiation period of this provision, then Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have ten (10) days after receipt of Tenant’s notice of the applicable Renewal new rental (“Landlord’s Review Period”) within which to accept such rental. In the event Landlord does not affirmatively in writing consent to Tenant’s proposed rental, such proposed rental shall be deemed rejected and Landlord and Tenant shall attempt in good faith to agree upon such Fair Market Rental Rate, using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following the end of Landlord’s Review Period (which shall be, in such event, the “Outside Agreement Date” in lieu of the above definition of such date), then each party shall place in a separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with subsections (a) through (d) below. (a) Landlord and Tenant shall meet with each other within five (5) business days of the Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other’s presence. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) of such estimates is not more than one hundred five percent (105%) of the lower estimatelower, then the Fair Market Rental Rate shall be established as the average of the two ratestwo. If the higher rate is more than one hundred five percent Otherwise, within ten (105%10) business days of the lower rateexchange and opening of envelopes, Landlord and Tenant shallshall agree upon and jointly appoint a single arbitrator who shall be either (i) a licensed real estate broker who is unaffiliated with Landlord or Tenant and has not been retained or employed by either of them within the previous five (5) years, with at least ten (10) years of experience leasing commercial properties in the vicinity of the Premises or (ii) an independent MAI appraiser with at least five (5) years of experience in appraising commercial properties in the vicinity of the Premises (a “Qualified Arbitrator”). If the parties cannot agree on a Qualified Arbitrator, then within fifteen a second period of seven (157) days after Tenant’s Fair Market Rate Notice has been submittedbusiness days, each shall select a Qualified Real Estate Appraiser Arbitrator and within ten (which for Tenant may be 10) business days thereafter the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers Arbitrators shall select a third Qualified Real Estate Appraiser (Arbitrator and the “Referee”)third Qualified Arbitrator shall be the sole arbitrator. If Landlord and Tenant are unable one party shall fail to agree upon select a Qualified Arbitrator within the selection of a Refereesecond seven (7) business day period, then the Referee Qualified Arbitrator chosen by the other party shall be selected within fifteen (15) days thereafter by an the sole arbitrator. The determination of the arbitrator selected pursuant shall be limited solely to the rules issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Rate for the American Arbitration AssociationExtension Premises is the closer to the actual Fair Market Rental Rate for the Extension Premises as determined by the arbitrator, taking into account the requirements of this Exhibit regarding same. Such arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. (b) The Referee arbitrator shall, within thirty (30) days after of his or her appointment, render his reach a decision as to whether Landlord’s or Tenant’s submitted Fair Market Rental Rate is closest to the actual Fair Market Rental Rate, by electing Landlord’s Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. and shall notify Landlord and Tenant thereof. (c) The decision of the Referee shall be issued in writing, die arbitrator shall be binding upon Landlord and Tenant, except as provided below, and the submitted Fair Market Rental Rate determined by the arbitrator to be closest to the actual Fair Market Rental Rate shall constitute be used to establish the Base Rent for during the applicable Renewal Option Term. . (d) The cost of arbitration shall be paid by Landlord and Tenant shall each pay for their own determination, and the cost of the Referee and arbitrator, if any, shall be shared equally by Landlord and Tenantequally.

Fair Market Rental Rate. (a) For the purposes of paragraphs (b) and (c) abovethis Article 63, the term “"Renewal Term Fair Market Rental Rate” " or "RTFMRR" for the Renewal Term shall mean a rate comprised of the prevailing base rental rate an amount per square foot of the rentable area available in of the CharlotteLeased Premises per annum, North Carolina market for renewals, as reasonably determined by Landlord in good faith, taking into account leases for improved space which are comparable by reference to the market for comparable space (including the extent and condition of the build-out in the Building. (i) commencing on the commencement date of the Renewal Term, (ii) providing for no free rent, a tenant finish allowance equal to the value of the tenant improvements in place upon the Leased Premises to a prospective tenant as of the commencement date of the Renewal Term, and (iii) otherwise on all of the terms and conditions of this Lease, including the Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses in reputation, quality, use, age, size, location, and level and quality accordance with the provisions of services Article 54 using a Landlord’s Operating Expense Contribution in the amount to be adjusted. (the foregoing factors not being exclusive in identifying comparable buildings). b) Landlord shall notify deliver to Tenant of Landlord’s determination of its proposed RTFMRR for the Fair Market Rental Rate Renewal Term within thirty (30) days after Landlord’s 's receipt of notice of Tenant’s 's election to extend exercise its option to renew ("Renewal Notice"). Landlord and Tenant shall use reasonable good faith efforts to mutually agree upon the term RTFMRR within sixty (60) days after Tenant's delivery of the Lease Renewal Notice. (“Landlord’s Fair Market Rate Notice”). Within fourteen c) In the event Landlord and Tenant cannot agree upon the RTFMRR for the Renewal Term within the sixty (1460) days day period described in subsection 63.02(b) the RTFMRR shall be determined by appraisal, said appraisal shall be conducted in accordance with the following the date upon which Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlord, either procedures: (i) accept Landlord’s Within twenty (20) days after receipt of a notice to appraise given by either party, Landlord and Tenant shall each select a real estate appraiser, who shall be a member of the American Institute of Real Estate Appraisers, and who shall have at least five (5) years appraisal experience with respect to commercial and office rental properties in the central business district of Denver, Colorado. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the RTFMRR. If two appraisers are appointed, they shall have thirty (30) days from the date the second appraiser is appointed (the "30-day Appraisal Period") within which to agree upon the RTFMRR. The appraiser(s) shall be advised that the determination of the Fair Market Rental Rate, or RTFMRR shall be governed by the definitions of same set forth in this Lease. The determination by the two appraiser of the RTFMRR shall be binding on Landlord and Tenant. (ii) reject Landlord’s determination If the two appraisers appointed by the parties hereto are unable to agree upon the RTFMRR within the 30-day Appraisal Period, then said appraisers shall attempt, within ten (10) days after the expiration of the Fair Market Rental Rate and proceed as set forth in 30-day Appraisal Period, to select a third appraiser (the following paragraph. In the absence of timely written notice from Tenant, Tenant shall be deemed to have chosen option (ii"Third Appraiser"). If the monthly Fair Market Rental Rate is determined first two appraisers are unable to be lower than agree on the monthly rent paid Third Appraiser within the ten (10) day period prescribed in the immediately preceding sentence, either Landlord or Tenant, by Tenant giving ten (10) days notice to Landlord during the 12-month period concluding other party hereto, shall request that the preceding term (though which preceding term presiding judge of the District Court for the City and County of Denver, State of Colorado select the Third Appraiser. The Third Appraiser, however selected, shall meet the qualifications set forth in subsection 63.02(c)(i) above, and shall be a person who has not previously acted in any capacity for either Landlord or Tenant. (iii) On or before the then-current term tenth (10th) day after the Third Appraiser is appointed or selected, the first two appraiser shall each simultaneously submit in sealed envelopes his/her opinion of the fair market base rent at the time issue, together with any written arguments or data in support of calculation; the “Preceding Rent Rate”said opinion(s), then to the Fair Market Rental Rate shall be deemed to equal the Preceding Rent RateThird Appraiser. If Tenant rejects Landlord's determination of the Fair Market Rental Rate, then within Within thirty (30) days after receipt of Landlord’s Fair Market Rate Noticehe/she is appointed or selected, Tenant the Third Appraiser shall have determine the right to submit to Landlord an appraisal (“Tenant’s Fair Market Rate Notice”) RTFMRR by a Qualified Real Estate Appraiser of Fair Market Rental Rate effective as selecting one of the commencement date opinions submitted by the first two appraisers. The selection of the applicable Renewal Period. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) is not more than one hundred five percent (105%) of the lower estimate, the Fair Market Rental Rate shall be established as the average of the two rates. If the higher rate is more than one hundred five percent (105%) of the lower rate, Landlord and Tenant shall, within fifteen (15) days after Tenant’s Fair Market Rate Notice has been submitted, each select a Qualified Real Estate Third Appraiser (which for Tenant may be the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers shall select a third Qualified Real Estate Appraiser (the “Referee”). If Landlord and Tenant are unable to agree upon the selection of a Referee, then the Referee shall be selected within fifteen (15) days thereafter by an arbitrator selected pursuant to the rules of the American Arbitration Association. The Referee shall, within thirty (30) days after appointment, render his decision as to the Fair Market Rental Rate, by electing Landlord’s Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. The decision of the Referee shall be issued in writing, shall be binding upon on Landlord and Tenant, . (iv) Each party hereto shall pay the fees and shall constitute expenses of the Base Rent for the applicable Renewal Term. Landlord and Tenant shall each pay for their own determinationappraiser selected by such party, and the cost fees and expenses of the Referee and arbitrator, if any, Third Appraiser shall be shared borne equally by Landlord and Tenant.

Fair Market Rental Rate. (i) For the purposes of paragraphs (b) and (c) abovethis Paragraph 7, the term “"Renewal Term Fair Market Rental Rate” " or "RTFMRR" for the Renewal Term shall mean a rate comprised of the prevailing base rental rate an amount per square foot of the rentable area available in of the CharlotteLeased Premises per annum, North Carolina market for renewals, as reasonably determined by Landlord in good faith, taking into account leases for improved space which are comparable by reference to the market for comparable space (including the extent and condition of the build-out in the Building. [A] commencing on the commencement date of the Renewal Term, [B] providing for no free rent, a tenant finish allowance equal to the value of the tenant improvements in place upon the Leased Premises in reputation, quality, use, age, size, locationto a prospective tenant as of the commencement date of the Renewal Term, and level [C] otherwise on all of the terms and quality conditions of services the Lease as amended herein, including the Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses in accordance with the provisions of Article 54 of the Lease using a Landlord’s Operating Expense Contribution in the amount to be adjusted. (the foregoing factors not being exclusive in identifying comparable buildings). ii) Landlord shall notify deliver to Tenant of Landlord’s determination of its proposed RTFMRR for the Fair Market Rental Rate Renewal Term within thirty (30) days after Landlord’s 's receipt of notice of Tenant’s 's election to extend the term of the Lease exercise its option to renew (“Landlord’s Fair Market Rate "Renewal Notice”"). Within fourteen (14) days following the date upon which Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlord, either (i) accept Landlord’s determination of the Fair Market Rental Rate, or (ii) reject Landlord’s determination of the Fair Market Rental Rate and proceed as set forth in the following paragraph. In the absence of timely written notice from Tenant, Tenant shall be deemed use reasonable good faith efforts to have chosen option (ii). If mutually agree upon the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal the Preceding Rent Rate. If Tenant rejects Landlord's determination of the Fair Market Rental Rate, then RTFMRR within thirty (30) days after Tenant's delivery of the Renewal Notice. (iii) In the event Landlord and Tenant cannot agree upon the RTFMRR for the Renewal Term within the thirty (30) day period described in subparagraph 7(b)(ii) the RTFMRR shall be determined by appraisal, said appraisal shall be conducted in accordance with the following procedures: [A] Within twenty (20) days after receipt of Landlord’s Fair Market Rate Notice, Tenant shall have the right a notice to submit to Landlord an appraisal (“Tenant’s Fair Market Rate Notice”) appraise given by a Qualified Real Estate Appraiser of Fair Market Rental Rate effective as of the commencement date of the applicable Renewal Period. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) is not more than one hundred five percent (105%) of the lower estimate, the Fair Market Rental Rate shall be established as the average of the two rates. If the higher rate is more than one hundred five percent (105%) of the lower rateeither party, Landlord and Tenant shall, within fifteen (15) days after Tenant’s Fair Market Rate Notice has been submitted, shall each select a Qualified real estate appraiser, who shall be a member of the American Institute of Real Estate Appraiser Appraisers, and who shall have at least five (which for Tenant may 5) years appraisal experience with respect to commercial and office rental properties in the central business district of Denver, Colorado. If one of the parties hereto fails to appoint an appraiser within the time period prescribed, then the single appraiser appointed shall be the sole appraiser and shall determine the RTFMRR. If two appraisers are appointed, they shall have thirty (30) days from the date the second appraiser is appointed (the "30-day Appraisal Period") within which to agree upon the RTFMRR. The appraiser(s) shall be advised that the determination of the RTFMRR shall be governed by the definitions of same individual as previously utilizedset forth in this subparagraph 7(b). The determination by the two appointed Qualified Real Estate Appraisers appraisers of the RTFMRR shall select a third Qualified Real Estate Appraiser (the “Referee”). If be binding on Landlord and Tenant Tenant. [B] If the two appraisers appointed by the parties hereto are unable to agree upon the selection of a RefereeRTFMRR within the 30-day Appraisal Period, then said appraisers shall attempt, within ten (10) days after the Referee expiration of the 30-day Appraisal Period, to select a third appraiser (the "Third Appraiser"). If the first two appraisers are unable to agree on the Third Appraiser within the ten (10) day period prescribed in the immediately preceding sentence, either Landlord or Tenant, by giving ten (10) days notice to the other party hereto, shall request that the presiding judge of the District Court for the City and County of Denver, State of Colorado select the Third Appraiser. The Third Appraiser, however selected, shall meet the qualifications set forth in subparagraph 7(b)(iii)[A] above, and shall be selected within fifteen a person who has not previously acted in any capacity for either Landlord or Tenant. [C] On or before the tenth (1510th) days thereafter by an arbitrator selected pursuant day after the Third Appraiser is appointed or selected, the first two appraiser shall each simultaneously submit in sealed envelopes his/her opinion of the fair market base rent at issue, together with any written arguments or data in support of said opinion(s), to the rules of the American Arbitration AssociationThird Appraiser. The Referee shall, within Within thirty (30) days after appointmenthe/she is appointed or selected, render his decision as to the Fair Market Rental Rate, Third Appraiser shall determine the RTFMRR by electing Landlord’s Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in betweenselecting one of the opinions submitted by the first two appraisers. The decision selection of the Referee shall be issued in writing, Third Appraiser shall be binding upon on Landlord and Tenant, . [D] Each party hereto shall pay the fees and shall constitute expenses of the Base Rent for the applicable Renewal Term. Landlord and Tenant shall each pay for their own determinationappraiser selected by such party, and the cost fees and expenses of the Referee and arbitrator, if any, Third Appraiser shall be shared borne equally by Landlord and Tenant.

Fair Market Rental Rate. For Landlord shall determine the purposes Fair Market ----------------------- Rental Rate using its good faith judgment. Landlord shall use its best efforts to provide written notice of paragraphs such amount within thirty (b30) days (but in no event later than sixty (60) days) after Tenant sends the Option Notice to Landlord exercising a Renewal Option. Tenant shall have fifteen (15) days (the "Tenant's Review Period") after receipt of Landlord's notice of the new rental within which to accept such rental or to reasonably object thereto in writing. In the event Tenant objects, Landlord and (c) above, the term “Tenant shall attempt to agree upon such Fair Market Rental Rate” , using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant's Review Period (the "Outside Agreement Date"), then each party shall mean place in a rate comprised separate sealed envelope their final proposal as to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with subsections (a) through (e) below. Failure of Tenant to so elect in writing within Tenant's Review Period shall conclusively be deemed its rejection of the prevailing base new rental rate per square foot of rentable area available in the Charlotte, North Carolina market for renewals, as determined by Landlord. In the event that Landlord in good faith, taking into account leases for improved space which are comparable fails to timely generate the Premises in reputation, quality, use, age, size, location, and level and quality of services (the foregoing factors not being exclusive in identifying comparable buildings). Landlord shall notify Tenant initial written notice of Landlord’s determination 's opinion of the Fair Market Rental Rate within thirty which triggers the negotiation period of this provision, then Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have fifteen (3015) days ("Landlord's Review Period") after Landlord’s receipt of Tenant’s election to extend the term 's notice of the Lease (“Landlord’s Fair Market Rate Notice”)new rental within which to accept such rental. Within fourteen (14) days following In the date event Landlord does not give its written consent to Tenant's proposed rental in timely fashion, such proposed rental shall be deemed rejected and Landlord and Tenant shall attempt in good faith to agree upon which Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlord, either (i) accept Landlord’s determination of the such Fair Market Rental Rate, or (ii) reject Landlord’s determination of the Fair Market Rental Rate and proceed as set forth in the following paragraph. In the absence of timely written notice from Tenant, Tenant shall be deemed to have chosen option (ii)using their best good faith efforts. If the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal the Preceding Rent Rate. If Tenant rejects Landlord's determination of the Fair Market Rental Rate, then within thirty (30) days after receipt of Landlord’s Fair Market Rate Notice, Tenant shall have the right to submit to Landlord an appraisal (“Tenant’s Fair Market Rate Notice”) by a Qualified Real Estate Appraiser of Fair Market Rental Rate effective as of the commencement date of the applicable Renewal Period. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) is not more than one hundred five percent (105%) of the lower estimate, the Fair Market Rental Rate shall be established as the average of the two rates. If the higher rate is more than one hundred five percent (105%) of the lower rate, Landlord and Tenant shall, fail to reach agreement within fifteen (15) days after Tenant’s following Landlord's Review Period (which shall be, in such event, the "Outside Agreement Date" in lieu of the above definition of such date), then each party shall place in a separate sealed envelope its final proposal as to Fair Market Rental Rate Notice has been submitted, and such determination shall be submitted to arbitration in accordance with subsections (a) through (e) below. (a) Landlord and Tenant shall meet with each select a Qualified Real Estate Appraiser other within five (which for Tenant may be 5) business days of the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers shall select a third Qualified Real Estate Appraiser (Outside Agreement Date and exchange the “Referee”)sealed envelopes and then open such envelopes in each other's presence. If Landlord and Tenant are unable to do not mutually agree upon the selection Fair Market Rental Rate within one (1) business day of the exchange and opening of envelopes, then, within ten (10) business days of the exchange and opening of envelopes Landlord and Tenant shall agree upon and jointly appoint a Referee, then single arbitrator who shall by profession be a real estate broker who shall have been active over the Referee five (5) year period ending on the date of such appointment in the leasing of commercial properties in the vicinity of the Building. Neither Landlord nor Tenant shall consult with such broker as to his or her opinion as to Fair Market Rental Rate prior to the appointment. The determination of the arbitrator shall be selected within fifteen (15) days thereafter by an arbitrator selected pursuant limited solely to the rules issue of whether Landlord's or Tenant's submitted Fair Market Rental Rate for the American Arbitration AssociationPremises is the closer to the actual Fair Market Rental Rate for the Premises as determined by the arbitrator, taking into account the requirements of this Exhibit regarding same. Such arbitrator may hold such hearings and require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. (b) The Referee arbitrator shall, within thirty (30) days after of his or her appointment, render his reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Fair Market Rental Rate, by electing Landlord’s Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. and shall notify Landlord and Tenant thereof. (c) The decision of the Referee shall be issued in writing, arbitrator shall be binding upon Landlord and Tenant, and shall constitute the Base Rent for the applicable Renewal Term. except as provided below. (d) If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall each pay for their own determinationbe made by the Presiding Judge of the Los Angeles Superior Court, and or, if he or she refuses to act, by any judge having jurisdiction over the parties. (e) The cost of the Referee and arbitrator, if any, arbitration shall be shared equally paid by Landlord and TenantTenant equally.

Fair Market Rental Rate. For the purposes of paragraphs (b) and (c) above, the term “The Fair Market Rental Rate” Rate for the extension term shall mean a rate comprised of the be determined under then-prevailing base rental rate per square foot of rentable area available in the Charlotte, North Carolina market conditions for renewals, as determined by Landlord in good faith, taking into account leases for improved space leased premises which are comparable to the applicable Premises in reputation, quality, use, age, based on size, condition, tenant improvements and location, and level and quality of services (which are made available for a term equal to the foregoing factors extension period. If the parties cannot being exclusive in identifying comparable buildings). Landlord shall notify Tenant of Landlord’s determination of agree on the Fair Market Rental Rate within thirty (30) days after Landlord’s of receipt of Tenant’s election to extend the term by Landlord of the Lease (“Landlord’s Fair Market Rate Notice”). Within fourteen (14) days following notice of intent to exercise the date upon which option to extend, Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by written notice to Landlordno more than ten (10) Business Days thereafter, either select an independent M.A.I. (icertified in the State of Oregon) accept Landlord’s determination real estate appraiser with at least five (5) years experience in the Xxxxxxx 000 xxxx of the Fair Market Rental RateBeaverton, or (ii) reject Landlord’s determination Oregon real estate market, who shall prepare a written appraisal of the Fair Market Rental Rate and proceed as set forth using the assumptions described in the following this paragraph. In the absence of timely written notice from Tenant, Tenant The appraisal report shall be deemed completed and delivered to have chosen option Tenant and Landlord within thirty (ii)30) days from the date Landlord selects the appraiser. If the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time Such appraiser's determination of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal determinative unless Tenant disputes it as provided in the Preceding Rent Ratenext sentence. If Tenant rejects Landlord's determination disputes such appraisal, Tenant shall within ten (10) Business Days following delivery of the appraisal report, deliver to Landlord notice (a) that Tenant disputes such appraisal report, and (b) of the identity of the appraiser selected by Tenant meeting the qualifications set forth in this paragraph. The appraiser selected by Tenant shall submit his appraisal report of the Fair Market Rental Rate, then Rate using the assumptions described in this paragraph within thirty (30) days after receipt following the delivery of Landlord’s Fair Market Rate Notice, Tenant shall have the right to submit Tenant's notice to Landlord an appraisal (“Tenant’s Fair Market Rate Notice”) by a Qualified Real Estate Appraiser of Fair Market Rental Rate effective as of disputing the commencement date of the applicable Renewal Periodinitial appraisal. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) is not more than one hundred five two appraisals are within three percent (1053%) of each other (based on the lower estimatehigher number), the Fair Market Rental Rate shall be established as that set forth in the average appraisal report of Landlord's appraiser. If not, then within five (5) days after the delivery of the second appraisal, the two appraisers shall appoint a third appraiser meeting the qualifications set forth in this paragraph, and the third appraiser shall deliver his decision within ten (10) days following his selection and acceptance of the appraisal assignment. The third appraiser shall be limited in authority to selecting, in his opinion, which of the two ratesearlier appraisal determinations best reflects the Fair Market Rental Rate under the assumptions set forth in this paragraph. If the higher rate is more than The third appraiser must choose one hundred five percent (105%) of the lower ratetwo earlier appraisals, Landlord and Tenant shalland, within fifteen (15) days after Tenant’s Fair Market Rate Notice has been submittedupon doing so, each select a Qualified Real Estate Appraiser (which for Tenant may the third appraiser's determination shall be the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers shall select a third Qualified Real Estate Appraiser (the “Referee”). If Landlord and Tenant are unable to agree upon the selection controlling determination of a Referee, then the Referee shall be selected within fifteen (15) days thereafter by an arbitrator selected pursuant to the rules of the American Arbitration Association. The Referee shall, within thirty (30) days after appointment, render his decision as to the Fair Market Rental Rate. Each party shall pay the costs and fees of the appraiser it selected; if a third appraiser is selected, by electing Landlord’s the party whose appraisal is not selected to be the Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. The decision Rate by said third appraiser shall pay all of the Referee shall be issued in writing, shall be binding upon Landlord said third appraiser's costs and Tenant, and shall constitute the Base Rent for the applicable Renewal Term. Landlord and Tenant shall each pay for their own determination, and the cost of the Referee and arbitrator, if any, shall be shared equally by Landlord and Tenantfees.

Fair Market Rental Rate. For the purposes of paragraphs (b) and (c) above, the term “The Fair Market Rental Rate” Rate for each extension ----------------------- term shall mean a rate comprised of the be determined under then-prevailing base rental rate per square foot of rentable area available in the Charlotte, North Carolina market conditions for renewals, as determined by Landlord in good faith, taking into account leases for improved space leased premises which are comparable to the applicable Premises in reputation, quality, use, age, based on size, locationcondition, tenant improvements, location and all other pertinent factors, and level and quality of services (which are made available for a term equal to the foregoing factors extension period. If the parties cannot being exclusive in identifying comparable buildings). Landlord shall notify Tenant of Landlord’s determination of agree on the Fair Market Rental Rate within thirty (30) days after Landlord’s of receipt of Tenant’s election to extend the term by Landlord of the Lease (“Landlord’s Fair Market Rate Notice”). Within fourteen (14) days following notice of intent to exercise the date upon which option to extend, Landlord gives Tenant Landlord’s Fair Market Rate Notice, Tenant shall, by no more than ten (10) Business Days thereafter, select an independent M.A.I. (certified in the state of Washington) real estate appraiser with at lease five (5) years experience in the Greater Seattle area real estate market, who shall prepare a written notice to Landlord, either (i) accept Landlord’s determination of the Fair Market Rental Rate, or (ii) reject Landlord’s determination appraisal of the Fair Market Rental Rate and proceed as set forth using the assumptions described in the following this paragraph. In the absence of timely written notice from Tenant, Tenant The appraisal report shall be deemed completed and delivered to have chosen option Tenant and Landlord within thirty (ii)30) days from the date Landlord selects the appraiser. If the monthly Fair Market Rental Rate is determined to be lower than the monthly rent paid by Tenant to Landlord during the 12-month period concluding the preceding term (though which preceding term shall be the then-current term at the time Such appraiser's determination of calculation; the “Preceding Rent Rate”), then the Fair Market Rental Rate shall be deemed to equal determinative unless Tenant disputes it as provided in the Preceding Rent Ratenext sentence. If Tenant rejects Landlord's determination disputes such appraisal, Tenant shall, within twenty (20) Business Days following delivery of the appraisal report, deliver to Landlord notice (a) that Tenant disputes such appraisal report; and (b) of the identity of the appraiser selected by Tenant meeting the qualifications set forth in this paragraph. The appraiser selected by Tenant shall submit his/her appraisal report for the Fair Market Rental Rate, then Rate using the assumptions described in this paragraph within thirty (30) days after receipt following the delivery of Landlord’s Fair Market Rate Notice, Tenant shall have the right to submit Tenant's notice to Landlord an appraisal (“Tenant’s Fair Market Rate Notice”) by a Qualified Real Estate Appraiser of Fair Market Rental Rate effective as of disputing the commencement date of the applicable Renewal Periodinitial appraisal. If the higher estimate (as between Landlord’s Fair Market Rate Notice and Tenant’s Fair Market Rate Notice) is not more than one hundred five two appraisals are within three percent (1053%) of each other (based on the lower estimatehigher number), the Fair Market Rental Rate shall be established as that set forth in the average appraisal report of Landlord's appraiser. If not, then within five (5) days after the delivery of the second appraisal, the two appraisers shall appoint a third appraiser meeting the qualifications set forth in this paragraph, and the third appraiser shall deliver his/her decision within ten (10) days following his/her selection and acceptance of the appraisal assignment. The third appraiser shall be limited in authority to selecting, in his/her opinion, which of the two ratesearlier appraisal determinations best reflects the Fair Market Rental Rate under the assumptions set forth in this paragraph. If the higher rate is more than The third appraiser must chose one hundred five percent (105%) of the lower ratetwo earlier appraisals, Landlord and Tenant shalland, within fifteen (15) days after Tenant’s Fair Market Rate Notice has been submittedupon doing so, each select a Qualified Real Estate Appraiser (which for Tenant may the third appraiser's determination shall be the same individual as previously utilized). The two appointed Qualified Real Estate Appraisers shall select a third Qualified Real Estate Appraiser (the “Referee”). If Landlord and Tenant are unable to agree upon the selection controlling determination of a Referee, then the Referee shall be selected within fifteen (15) days thereafter by an arbitrator selected pursuant to the rules of the American Arbitration Association. The Referee shall, within thirty (30) days after appointment, render his decision as to the Fair Market Rental Rate. Each party shall pay the costs and fees of the appraiser it selected; if a third appraiser is selected, by electing Landlord’s the party whose appraisal is not selected to be the Fair Market Rental Rate, Tenant’s Fair Market Rental Rate, or any figure in between. The decision Rate by said third appraiser shall pay all of the Referee shall be issued in writing, shall be binding upon Landlord said third appraiser's costs and Tenant, and shall constitute the Base Rent for the applicable Renewal Term. Landlord and Tenant shall each pay for their own determination, and the cost of the Referee and arbitrator, if any, shall be shared equally by Landlord and Tenantfees.