Common use of Determination of Then-Prevailing Rate Clause in Contracts

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension Term, then Landlord shall, within 15 business days, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 business days from the date of Landlord’s notice in which to dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-business day period, then Landlord’s determination shall be binding. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator in accordance with Commercial Arbitration Rules of the AAA. The arbitrator’s sole authority will be to select either the Landlord’s or the Tenant’s respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute), as set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions . In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of receipt of Tenant's written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s 's notice in which to dispute (a) accept the Landlord’s determination of the Then-Prevailing Rate and/or Rate, (b) revoke Tenant’s election to exercise the Option to Extend, in which case Tenant’s Option to Extend shall be null and void, or (c) dispute Landlord's determination of the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20ten-business day period, then Tenant will be deemed to have accepted Landlord’s 's determination and Landlord's determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s 's notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s 's receipt of Tenant’s 's dispute notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “"AAA”"), or its successor, for resolution before a single arbitrator (who must have at least ten years’ experience in the San Diego County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within ten days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate—which determination will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s 's sole authority will be to select either between the Landlord’s or 's and the Tenant’s 's respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute)Rate, as set forth in the notices described above and in no event will above, as provided to the arbitrator be entitled in accordance with the preceding sentence; provided, however, if either party fails to select timely submit such a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The written determination to the arbitrator, then the arbitrator shall have significant experience in brokering office lease transactions comparable to use the transaction contemplated by the extension or written determination of such party as set forth in the resolution notices described above as part of disputes concerning rental rates for comparable office transactions the initiation of the subject process. In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of receipt of Tenant’s written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s notice in which to (a) accept Landlord’s determination of the Then-Prevailing Rate, (b) revoke Tenant’s election to exercise the Option to Extend, in which case Tenant’s option shall be null and void, or (c) dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-ten business day period, then Tenant will be deemed to have accepted Landlord’s determination and Landlord’s determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s dispute notice, then the parties shall promptly submit such dispute to the San Diego Bellevue office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator (who must have at least ten years’ experience in the King County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within ten days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate—which determination need not be the same determination previously made by such party in any notice given under this Paragraph and will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s sole authority will be to select either the which of Landlord’s or the Tenant’s respective written determinations of the Then-Prevailing Rate and/or most closely approximates the Then-Prevailing Increase Rate then prevailing base rental rate (whichever is taking into consideration tenant improvement and similar refurbishment or construction allowances, free rent, or similar lease concessions) for new and renewal leases of comparable Class A office space in dispute)the Bellevue CBD submarket, as projected for the first day of the applicable Extension Term; provided, however, if either party fails to timely submit such a written determination to the arbitrator, then the arbitrator shall use the written determination of such party that was set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions making such selection. In no event may such arbitrator select any other amount as the Then-Prevailing Rate other than either Landlord’s determination or the Then-Prevailing Increase RateTenant’s determination. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of receipt of Tenant’s written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s notice in which to (a) accept the Landlord’s determination of the Then-Prevailing Rate, (b) revoke Tenant’s election to exercise the Option to Extend, in which case Tenant’s Option to Extend shall be null and void, or (c) dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20ten-business day period, then Tenant will be deemed to have accepted Landlord’s determination and Landlord’s determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s dispute notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator (who must have at least ten years experience in the San Diego County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within ten days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate-which determination will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s sole authority will be to select either between the Landlord’s or and the Tenant’s respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute)Rate, as set forth in the notices described above and in no event will above, as provided to the arbitrator be entitled in accordance with the preceding sentence; provided, however, if either party fails to select timely submit such a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The written determination to the arbitrator, then the arbitrator shall have significant experience in brokering office lease transactions comparable to use the transaction contemplated by the extension or written determination of such party as set forth in the resolution notices described above as part of disputes concerning rental rates for comparable office transactions the initiation of the subject process. In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of Tenant's written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate (as described in Paragraph 3.2.4, above) and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 business days from the date of Landlord’s 's notice in which to (a) accept the Landlord's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase, or (b) dispute Landlord’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-business day period, then Tenant will be deemed to have accepted Landlord’s 's determination and Landlord's determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s 's notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s 's receipt of Tenant’s 's notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “"AAA”"), or its successor, for resolution before a single arbitrator (who must have at least ten years experience in the San Diego County commercial real estate market as a real estate broker or MAI appraiser appointed pursuant to the AAA procedures) in accordance with Commercial Arbitration Rules of the AAA. The arbitrator’s 's sole authority will be to select either between the Landlord’s or 's and the Tenant’s 's respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute), as set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions above. In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of receipt of Tenant’s written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s notice in which to (a) accept Landlord’s determination of the Then-Prevailing Rate, (b) revoke Tenant’s election to exercise the Option to Extend, in which case Tenant’s Option to Extend shall be null and void, or (c) dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-ten business day period, then Tenant will be deemed to have accepted Landlord’s determination and Landlord’s determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s dispute notice, then the parties shall promptly submit such dispute to the San Diego Bellevue office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator (who must have at least ten years’ experience in the King County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within ten days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate-which determination need not be the same determination previously made by such party in any notice given under this Paragraph and will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s sole authority will be to select either the which of Landlord’s or the Tenant’s respective written determinations of the Then-Prevailing Rate and/or most closely approximates the Then-Prevailing Increase Rate then prevailing base rental rate (whichever is taking into consideration tenant improvement and similar refurbishment or construction allowances, free rent, or similar lease concessions) for new and renewal leases of comparable Class A office space in dispute)the Bellevue CBD submarket, as projected for the first day of the applicable Extension Term; provided, however, if either party fails to timely submit such a written determination to the arbitrator, then the arbitrator shall use the written determination of such party that was set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions making such selection. In no event may such arbitrator select any other amount as the Then-Prevailing Rate other than either Landlord’s determination or the Then-Prevailing Increase RateTenant’s determination. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of receipt of Tenant’s written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s notice in which to (a) accept Landlord’s determination of the Then-Prevailing Rate, (b) revoke Tenant’s election to exercise the Option to Extend, in which case Tenant’s Ooption to Extend shall be null and void or (c) dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-ten business day period, then Tenant will be deemed to have accepted Landlord’s determination and Landlord’s determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s dispute notice, then the parties shall promptly submit such dispute to the San Diego Bellevue office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator (who must have at least ten years’ experience in the King County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within ten days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate—which determination need not be the same determination previously made by such party in any notice given under this Paragraph and will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s sole authority will be to select either the which of Landlord’s or the Tenant’s respective written determinations of the Then-Prevailing Rate and/or most closely approximates the Then-Prevailing Increase Rate then prevailing base rental rate (whichever is taking into consideration tenant improvement and similar refurbishment or construction allowances, free rent, or similar lease concessions) for new and renewal leases of comparable Class A office space in dispute)the Bellevue CBD submarket, as projected for the first day of the applicable Extension Term; provided, however, if either party fails to timely submit such a written determination to the arbitrator, then the arbitrator shall use the written determination of such party that was set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions making such selection. In no event may such arbitrator select any other amount as the Then-Prevailing Rate other than either Landlord’s determination or the Then-Prevailing Increase RateTenant’s determination. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension Term, then Landlord shall, within 15 business days, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 business days from the date of Landlord’s notice in which to (a) accept the Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate, (b) revoke Tenant’s election to extend the Term, in which case Tenant’s exercise of the Option to Extend shall be null and void, or (c) dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-business day period, then Tenant will be deemed to have accepted Landlord’s determination and Landlord’s determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator (who must have at least ten years experience in the San Diego County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Arbitration Rules of the AAA. The arbitrator’s sole authority will be to select either between the Landlord’s or and the Tenant’s respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute), as set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions above. In no event may such arbitrator select any other amount amount, as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an Extension TermExtend, then Landlord shall, within 15 business daysdays of receipt of Tenant's written notice of exercise, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s 's notice in which to dispute (a) accept the Landlord’s determination of the Then-Prevailing Rate and/or Rate, (b) revoke Tenant’s election to exercise the Option to Extend, in which case Tenant’s Option to Extend shall be null and void, or (c) dispute Landlord's determination of the Then-Prevailing Increase Rate. If Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20ten-business day period, then Tenant will be deemed to have accepted Landlord’s 's determination and Landlord's determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s 's notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s 's receipt of Tenant’s 's dispute notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “"AAA”"), or its successor, for resolution before a single arbitrator (who must have at least ten years experience in the San Diego County commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within ten days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate—which determination will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s 's sole authority will be to select either between the Landlord’s or 's and the Tenant’s 's respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute)Rate, as set forth in the notices described above and in no event will above, as provided to the arbitrator be entitled in accordance with the preceding sentence; provided, however, if either party fails to select timely submit such a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The written determination to the arbitrator, then the arbitrator shall have significant experience in brokering office lease transactions comparable to use the transaction contemplated by the extension or written determination of such party as set forth in the resolution notices described above as part of disputes concerning rental rates for comparable office transactions the initiation of the subject process. In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant exercises the Option to Extend for an the Extension Term, then Landlord shall, within 15 business days, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 ten business days from the date of Landlord’s notice in which to dispute Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. If , if Tenant fails to notify Landlord, in writing, of its disagreement with Landlord’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-ten business day period, then Landlord’s determination shall be binding. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s receipt of Tenant’s Tenants notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “AAA”), or its successor, for resolution before a single arbitrator in accordance with Commercial Arbitration Rules of the AAA. , The arbitrator’s arbitrators’ sole authority will be to select either between the Landlord’s or and the Tenant’s respective written determinations of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate (whichever is in dispute)Rate, as set forth in the notices described above and in no event will the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions above. In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision determination of the arbitrator shall be binding upon all parties and the cost of the arbitration shall be split equally between Landlord and Tenant.

Determination of Then-Prevailing Rate. If Tenant properly exercises the Option to Extend for an Extension Term, then Landlord shall, subject to the terms and conditions set forth in this Paragraph 3.2, within 15 business daysdays after receipt of Tenant's Option Exercise Notice, provide Tenant with written notice of its good faith determination of the Then-Prevailing Increase Rate and the Then-Prevailing Increase Rate and the calculation of the new Basic Monthly Rent to be effective during the first year of the Extension Term. Tenant shall have 20 10 business days from the date of Landlord’s 's notice in which to dispute (i) accept the Landlord’s 's determination of the Then-Prevailing Rate and/or Rate, or (ii) dispute Landlord's determination of the Then-Prevailing Increase Rate. If Tenant Xxxxxx fails to notify Landlord, in writing, of its disagreement with Landlord’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate within such 20-10 business day period, then Tenant will be deemed to have accepted Landlord’s 's determination and Landlord's determination shall be bindingbinding on both parties. If Tenant disputes such determination, then its notice to Landlord disputing such determination must set forth Tenant’s 's determination of the Then-Prevailing Rate and/or the Then-Prevailing Increase Rate. Upon receipt of Tenant’s Xxxxxx's notice, Landlord and Tenant shall promptly meet and, in good faith, attempt to agree upon the Then-Prevailing Rate and the Then-Prevailing Increase 3 American Assets Trust – Lease Form 1/31/2023 Rate. If Landlord and Tenant are unable to reach agreement upon the Then-Prevailing Rate or the Then-Prevailing Increase Rate within 30 days of the date of Landlord’s 's receipt of Tenant’s 's dispute notice, then the parties shall promptly submit such dispute to the San Diego office of the American Arbitration Association (the “"AAA”"), or its successor, for resolution before a single arbitrator (who must have at least ten years' experience in the Carmel Valley/Del Mar Heights commercial real estate market as a real estate broker or MAI appraiser) in accordance with Commercial Real Estate Industry Arbitration Rules of the AAA. Within 10 days of the commencement of the arbitration, Landlord and Tenant shall each provide the arbitrator with their respective written determination of the Then-Prevailing Rate—which determinations will not be disclosed by the arbitrator until both parties have submitted their respective written determinations. The arbitrator’s 's sole authority will be to select either between the Landlord’s or 's and the Tenant’s 's respective written determinations of the Then-Prevailing Rate and/or Rate, as provided to the Then-Prevailing Increase Rate (whichever is arbitrator in dispute)accordance with the preceding sentence; provided, however, if either party fails to timely submit such a written determination to the arbitrator, then the arbitrator shall use the written determination of such party as set forth in the notices described above and in no event will as part of the arbitrator be entitled to select a compromise Then-Prevailing Rate and/or Then-Prevailing Increase Rate. The arbitrator shall have significant experience in brokering office lease transactions comparable to initiation of the transaction contemplated by the extension or in the resolution of disputes concerning rental rates for comparable office transactions subject process. In no event may such arbitrator select any other amount as the Then-Prevailing Rate or the Then-Prevailing Increase Rate. The decision of the arbitrator shall be final and binding upon all parties parties, and not subject to appeal, and the cost of the arbitration and the arbitrator’s fee shall be split shared equally between Landlord and Tenant.