Common use of Determination Clause in Contracts

Determination. Landlord shall deliver to Tenant notice confirming the Fair Market Rental Rate (the "FMRR Notice") for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraiser.

Determination. Landlord shall deliver to Tenant notice confirming the Fair Market Rental Rate (the "FMRR Notice") for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space Renewal Terms by using its good faith judgment. Landlord shall provide written notice of such amount within thirty (30) days after Tenant provides the notice to Landlord exercising each Renewal Option pursuant to Section 3.4 of this Lease; provided, however, that Landlord shall not be obligated to provide such notice with respect to the rent determination for a Renewal Term prior to the date which is fifteen (15) months before the applicable Renewal Term Commencement Date. Tenant shall have ten (10) business days (“Tenant’s Review Period”) after receipt of Landlord’s notice of the Fair Market Rental Rate within which to accept such rental or to object thereto in question writing. In the event Tenant fails to accept in writing Landlord’s determination, Tenant shall deemed to have objected, and Landlord and 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 (“Outside Agreement 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 (f) below. (a) In the event that Landlord fails to timely generate the initial written notice of Landlord’s opinion of the Fair Market Rental Rate which triggers the negotiation period of this Section 33.3, then Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have fifteen (15) days (“Landlord’s Review Period”) after receipt of Tenant’s notice of the new rental within which to accept such rental. In the event Landlord fails to accept in writing such rental proposed by Tenant, then such proposal 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 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 the Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with Subsections (b) through (f) below. (b) 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 Landlord and Tenant do not mutually agree upon the 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 single arbitrator who shall by profession be an MAI real estate appraiser who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of office projects in the ▇▇▇▇ ▇▇▇▇▇ Airport submarket. Neither Landlord nor Tenant shall consult with such appraiser as to his or Extension (her opinion as applicable)to Fair Market Rental Rate prior to the appointment. The party whose assessment was not chosen determination of the arbitrator shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate as determined by the appraiser shall pay arbitrator, taking into account the fees requirements of this Article 33. Such arbitrator may hold such hearings and expenses require such briefs as the arbitrator, in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator, with a copy to the other party, within five (5) business days after the appointment of the appraiserarbitrator any market data and additional information that such party deems relevant to the determination of the Fair Market Rental Rate (“FMRR Data”) and the other party may submit a reply in writing within five (5) business days after receipt of such FMRR Data. (c) The arbitrator shall, within thirty (30) days of his or her appointment, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant of such determination. (d) The decision of the arbitrator shall be binding upon Landlord and Tenant. (e) If Landlord and Tenant fail to agree upon and appoint an arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Orange County Superior Court, or, if he or she refuses to act, by any judge having jurisdiction over the parties. (f) The cost of arbitration shall be paid by Landlord and Tenant equally.

Determination. Landlord shall deliver submit its opinion of Market Base Rent to Tenant notice confirming within fifteen (15) days after expiration of the Fair Negotiation Period and Tenant shall respond thereto within ten (10) days thereafter by either (i) accepting Landlord’s opinion of Market Rental Rate Base Rent (in which case, such Market Base Rent shall be used to determine Base Rent during the "FMRR Notice") for the space in question (the ----------- "Space"Renewal Term) or extension (ii) submitting Tenant’s opinion of Market Base Rent. If Landlord and Tenant cannot agree upon the Market Base Rent of the Term Premises within fifteen (an "Extension"15) within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Ratethereafter, then Landlord and Tenant within five (5) days shall meet each submit to attempt to determine the Fair each other their final written statement of Market Rental RateBase Rent (“Final Statement”). If Tenant the Market Base Rent set forth in Landlord’s Final Statement (“Landlord’s Market Base Rent”) and Landlord are unable to agree on such Fair the Market Rental Rate Base Rent set forth in Tenant’s Final Statement (“Tenant’s Market Base Rent”) differ by five percent (5%) or less of the lesser of the respective Market Base Rent submittals, the Market Base Rent for the Renewal Term shall be the average of Landlord’s Market Base Rent and Tenant’s Market Base Rent. If Landlord’s Market Base Rent and Tenant’s Market Base Rent differ by more than five percent (5%) of the lesser of the respective Market Base Rent submittals, within ten (10) days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereofsubmitting their respective Final Statement, then (within the next ten days) Landlord and Tenant shall jointly together appoint an independent MAI one real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office who shall be a Member of the American Arbitration Association Institute of Real Estate Appraisers and be disinterested (the "AAA"“Appraiser”). If Landlord and Tenant cannot mutually agree upon an Appraiser within said ten (10) day period, the parties shall jointly apply to the Presiding Judge of the Superior Court for the County in which the Premises are located (the “Judge”), requesting said Judge to appoint an --- the Appraiser; if either Landlord or Tenant does not so apply to the Judge within five (5) days following the expiration of the ten (10) day period, the real estate appraiser having initially suggested by the qualifications described in party who timely applied to the previous sentenceJudge shall be deemed the Appraiser for purposes of the arbitration. The AAA's parties shall share equally any costs of such application to the Judge. Within ten (10) days following selection or appointment of the appraiser Appraiser, the Appraiser shall determine whether Landlord’s or Tenant’s Final Statement of Market Base Rent is the closest to the actual (in such Appraiser’s opinion) Market Base Rent of the Premises and shall select either Landlord’s or Tenant’s Final Statement of Market Base Rent as the closest to the actual (in such Appraiser’s opinion) Market Base Rent of the Premises, without any compromising or averaging. The Market Base Rent for the Premises as determined pursuant to the immediately preceding sentence shall be binding on Landlord and Tenantthe Market Base Rent used in determining Base Rent during the Renewal Term. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraisersaid Appraiser shall be borne equally by Landlord and Tenant.

Determination. Landlord shall deliver submit its opinion of Market Base Rent to Tenant notice confirming within fifteen (15) days after Landlord’s receipt of the Fair Option Notice and Tenant shall respond thereto within ten (10) days thereafter by either (i) accepting Landlord’s opinion of Market Rental Rate Base Rent (In which case, such Market Base Rent shall be used to determine Base Rent during the "FMRR Notice") for the space in question (the ----------- "Space"relevant Renewal Term) or extension (ii) submitting Tenant’s opinion of Market Base Rent. If Landlord and Tenant cannot agree upon the Market Base Rent of the Term Premises within fifteen (an "Extension"15) within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Ratethereafter, then Landlord and Tenant within five (5) days shall meet each submit to attempt to determine the Fair each other their final written statement of Market Rental RateBase Rent (“Final Statement’’). If Tenant the Market Base Rent set forth In Landlord’s Final Statement (“Landlord’s Market Base Rent”) and Landlord are unable to agree on such Fair the Market Rental Rate Base Rent set forth in Tenant’s Final Statement (“Tenant’s Market Base Rent’’) differ by five percent (5%) or less of the lesser of the respective Market Base Rent submittals, the Market Base Rent for the relevant Renewal Term shall be the average of Landlord’s Market Base Rent and Tenant’s Market Base Rent. If Landlord’s Market Base Rent and Tenant’s Market Base Rent differ by more than five percent (5%) of the lesser of the respective Market Base Rent submittals, within ten (10) days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereofsubmitting their respective Final Statement, then (within the next ten days) Landlord and Tenant shall jointly together appoint an independent MAI one real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office who shall be a Member of the American Arbitration Association Institute of Real Estate Appraisers and be disinterested (the "AAA"“Appraiser’’). If Landlord and Tenant cannot mutually agree upon an Appraiser within said ten (10) day period, the parties shall jointly apply to the Presiding Judge of the Superior Court for the County in which the Premises are located (the “Judge”), requesting said Judge to appoint an --- the Appraiser; If either Landlord or Tenant does not so apply to the Judge within ftve (5) days following the expiration of the ten (10) day period, the real estate appraiser having initially suggested by the qualifications described in party who timely applied to the previous sentenceJudge shall be deemed the Appraiser for purposes of the arbitration. The AAA's parties shall share equally any costs of such application to the Judge. Within ten (10) days following selection or appointment of the appraiser Appraiser, the Appraiser shall determine whether Landlord’s or Tenant’s Final Statement of Market Base Rent is the closest to the actual (in such Appraiser’s opinion) Market Base Rent of the Premises and shall select either Landlord’s or Tenant’s Final Statement of Market Base Rent as the closest to the actual (In such Appraiser’s opinion) Market Base Rent of the Premises, without any compromising or averaging. The Market Base Rent for the Premises as determined pursuant to the immediately preceding sentence shall be binding on Landlord and Tenantthe Market Base Rent used in determining Base Rent during the relevant Renewal Term. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraisersaid Appraiser shall be borne equally by Landlord and ▇▇▇▇▇▇.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR “FMR Notice"”) for the space Premises for the Extended Lease Term in question within thirty (the ----------- "Space"30) or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten (10) business days after delivery of such FMRR FMR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) business days after Tenant notifies Landlord of its Tenant’s disagreement with Landlord's ’s assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser Broker with at least five-five (5) years' ’ commercial real estate appraisal experience in the AREA market. The two Brokers shall then, within ten (10) days after their designation, select an independent third Broker with like qualifications. If the two Brokers are unable to agree on the third Broker within such ten (10) day period, either Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to the then presiding Clerk of Superior Court of Wake County for selection of a third Broker who meets the qualifications stated above. Within twenty (20) business days after the selection of the third Broker, a majority of the Brokers shall determine the Fair Market Area and submit their respective assessments Rental Rate. If a majority of the Brokers is unable to agree upon the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiserby such time, then either party may apply to any Dallas, Texas office of the American Arbitration Association two (the "AAA"2) to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser closest appraisals shall be binding on Landlord averaged and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of average will be the Fair Market Rental Rate, which assessment . Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses entire cost of the appraiserBroker selected by it and shall share equally the cost of the third Broker.

Determination. Such Market Rate shall be agreed upon by Landlord shall deliver to and Tenant notice confirming the Fair Market Rental Rate no later than thirty (the "FMRR Notice"30) for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery by Landlord to Tenant of Landlord's good faith determination of Market Rate, each party agreeing to use reasonable efforts to reach such FMRR Notice; otherwiseagreement. However, the rate set forth in if Landlord and Tenant are unable within such notice period and by such time to reach such agreement, then Market Rate shall be determined pursuant to the Fair below provisions, in which event the Market Rental Rate. If Rate determined by such procedure shall be binding upon both Landlord and Tenant, and Tenant timely delivers shall be entitled to Landlord written notice that it disagrees with Landlord's assessment exercise an option subject to final determination of the Fair Market Rental Rate, then Rate pursuant to this Section. Landlord and Tenant shall meet to promptly attempt to agree upon an arbitrator meeting the qualifications hereinafter set forth (the "Arbitrator"). The Arbitrator selected shall be a licensed real estate broker, with not less than ten (10) years experience in negotiating office leases in the Greenway Plaza and Galleria areas. As a condition to selection, the Arbitrator must also have negotiated at least three (3) major office leases (50,000 square feet or more) in the Greenway Plaza and Galleria areas during the thirty-six (36) months preceding his or her selection as the Arbitrator. The Arbitrator selected shall determine the Fair Market Rental Rate by selecting Landlord's or Tenant's proposed rental rate, whichever in the Arbitrator's judgment most closely resembles the prevailing Market Rate. If Landlord and Tenant and Landlord are unable to agree on such Fair Market Rental Rate upon the Arbitrator within ten fifteen (15) days after Tenant notifies Landlord submission of its disagreement with Landlord's assessment thereofthe determination to arbitration, then (within the next ten days) Landlord and Tenant Arbitrator shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in be selected by the Market Area and submit their respective assessments managing officer of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas local office of the American Arbitration Association Association, but if such officer fails to act within ten (10) days, then the "AAA") to appoint an --- appraiser having Arbitrator shall be selected by the qualifications described Chief Judge of the United States District Court for the Southern District of Texas, Houston, Division, acting in the previous sentencesuch judge's individual, and not judicial, capacity. The AAA's selection determination of the appraiser Arbitrator shall be final and binding on Landlord and Tenant. The appraiser Until the Market Rate has been finally determined, Tenant shall thenpay Base Rental based upon Landlord's good faith determination thereof, and an appropriate refund shall be made to or by Tenant within ten (10) days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his a final determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable)is made. The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraiserArbitrator and all other expenses, if any, incurred in connection with arbitration of the Market Rate shall be borne equally by Landlord and Tenant.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR NoticeFMR Note") for the space in question (the ----------- "Space") or extension of the extended Term (an "Extension") in question within 20 30 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten business days after delivery of such FMRR FMR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten business days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with at least five-five years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentenceAREA market. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser two appraisers shall then, within ten days after his their designation, select an independent third appraiser with like qualifications. If the assessment (i.e.two appraisers are unable to agree on the third appraiser within such ten-day period, either Landlord's Landlord or Tenant's) that is closest , by giving five days prior written notice thereof to his determination the other, may apply to the then presiding Clerk of Superior Court of Wake County for selection of a third appraiser who meets the qualifications stated above. Within 20 business days after the selection of the third appraiser, a majority of the appraisers shall determine the Fair Market Rental Rate. If a majority of the appraisers is unable to agree upon the Fair Market Rental Rate by such time, which assessment the two closest appraisals shall then be averaged and the average will be the Fair Market Rental Rate for Rate. Tenant and Landlord shall each bear the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Landlord shall deliver to Tenant notice confirming of its determination of the Fair Market Rental Rate (the "FMRR “FMR Notice"”) for the space Premises for the Renewal Lease Term in question within thirty (the ----------- "Space"30) or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rateits Renewal Option. If Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten thirty (30) days after delivery of such FMRR FMR Notice (the “Objection Notice; otherwise”), electing either to withdraw Tenant’s exercise of the rate Renewal Option or to proceed to determine the Fair Market Rate in accordance with the procedure set forth in such notice this paragraph (“FMR Arbitration”). If Tenant fails to give the Objection Notice within the thirty (30) days after delivery of the FMR Notice, then Tenant shall be deemed to have withdrawn its exercise of the Fair Market Rental RateRenewal Option. If Tenant timely delivers gives the Objection Notice, but fails to Landlord written notice that it disagrees with Landlord's assessment elect either to withdraw its exercise of the Fair Market Rental RateRenewal Option or to proceed with FMR Arbitration, then Tenant shall be deemed to have withdrawn its exercise of the Renewal Option. If in the Objection Notice Tenant elects to proceed with FMR Arbitration, Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) business days after Tenant notifies Landlord delivery of its disagreement with Landlord's assessment thereofthe Objection Notice, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with at least five-ten (10) years' ’ commercial real estate appraisal experience in the Market Area and submit their respective assessments market, each of whom shall make a determination of the Fair Market Rental Rate within twenty (20) days after their selection hereunder. If Tenant and Landlord are unable to agree upon and select one of the appraiserdeterminations made by the initial two (2) appraisers within ten (10) business days after receipt of the two determinations, the two appraisers shall then, within five (5) days thereafter, select an independent third appraiser with like qualifications. If the parties two appraisers are unable to agree on an independent real estate appraiserthe third appraiser within such five (5) day period, then either party Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to any Dallas, Texas office the then presiding judge of the American Arbitration Association (the "AAA") to appoint an --- Circuit Court for Hillsborough County, Florida, for selection of a third appraiser having who meets the qualifications described in stated above. Within twenty (20) days after the previous sentence. The AAA's selection of the third appraiser, the third appraiser shall make a determination of the Fair Market Rental Rate by selecting whichever of the two determinations made by the initial two appraisers is closer to the actual Fair Market Rental Rate in the opinion of such third appraiser, which determination shall be binding on Landlord and Tenant. The third appraiser shall then, within ten days after his designation, have no discretion other than to select one or the assessment (i.e., either Landlord's or Tenant's) that is closest to his other determination of the Fair Market Rental Rate, which assessment initial two appraisers as set forth herein. Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Landlord shall deliver to Tenant notice confirming the Fair Market Rental Rate (the "FMRR Notice") for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space Option Terms by using its good faith judgment. Landlord shall provide written notice ("Landlord's Option Rent Notice") of such amount within twenty (20) days (but in question no event later than thirty (30) days) after Tenant provides the notice to Landlord exercising Tenant's Extension Option; provided, however, that Landlord shall not be obligated to provide Landlord's Option Rent Notice with respect to the Fair Market Rental Rate determination for the applicable Extension Term prior to the date which is fifteen (15) months before the applicable Option Term Commencement Date. Within fifteen (15) days ("Tenant's Review Period") after Tenant's receipt of Landlord's Option Rent Notice of the new Fair Market Rental Rate, Tenant shall notify Landlord in writing of either Tenant's acceptance of such Fair Market Rental Rate set forth in Landlord's Option Rent Notice or Tenant's objection thereto. If Tenant fails to deliver to Landlord such written notice accepting Landlord's determination of the new Fair Market Rental Rate within such fifteen (15) day period, Tenant shall conclusively be deemed to have objected to such determination. If Tenant does timely object (or is deemed to have objected) to Landlord's determination of the new Fair Market Rental Rate, Landlord and Tenant shall thereafter attempt to agree upon such Fair Market Rental Rate using their best good faith efforts. If Landlord and Tenant fail to reach agreement on the new Fair Market Rental Rate within fifteen (15) days following Tenant's Review Period ("Outside Agreement 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 the following procedure set forth in Sections 2.3.3.1 through 2.3.3.7 below. If Landlord fails to timely generate Landlord's Option Rent Notice (which triggers the negotiation period of this Section 2.3.3), then Tenant may commence such negotiations by 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] providing the initial notice containing Tenant's determination of the Fair Market Rental Rate for the applicable Option Term, in which event Landlord shall have fifteen (15) days ("Landlord's Review Period") after receipt of Tenant's notice of the new Fair Market Rental Rate within which to accept or reject such Fair Market Rental Rate. If Landlord fails to accept or reject such Fair Market Rental Rate proposed by Tenant by delivering to Tenant written notice of acceptance or rejection within such fifteen (15) day period, then Tenant's proposal shall be deemed rejected, and Landlord and Tenant shall thereafter attempt to agree upon such Fair Market Rental Rate using their best good faith efforts. If Landlord and Tenant fail to reach agreement on the New Fair Market Rental Rate within fifteen (15) days 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 their final proposal as to the Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance with the following procedure. 2.3.3.1 Landlord and Tenant shall meet with each other within five (5) business days after the Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other's presence. If Landlord and Tenant do not mutually agree upon the Fair Market Rental Rate within one (1) business day after the exchange and opening of such envelopes, then, Tenant, by notice (the "Rescission Notice") delivered to Landlord within five (5) business days after the exchange of sealed envelopes, may elect to rescind the exercise of its Extension Option (in which event, such Extension Option, and any succeeding Extension Option, if any, shall be null and void and of no further force or effect); provided, however, if after opening such envelopes in each other's presence, it is discovered that each party's final proposal as to the Fair Market Rental Rate are within three percent (3%) of one another, then Tenant shall not have the right to so rescind the exercise of its Extension Option, and in such event, the Fair Market Rental Rate shall be equal to the average of each party's final proposal, the determination of the Fair Market Rental Rate shall not be subject to the arbitration provisions of this Section 2.3.3, and the provisions of Sections 2.3.3.2 through 2.3.3.6 below shall not be applicable). 2.3.3.2 If Tenant does not timely deliver the Rescission Notice to Landlord pursuant to Section 2.3.3.1 above, then within fifteen (15) business days after the exchange and opening of such envelopes, Landlord and Tenant shall agree upon and jointly appoint a single arbitrator who shall by profession be a real estate broker who shall have been active over the ten (10) year period ending on the date of such appointment in the leasing of commercial high-rise 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 party whose assessment was not chosen determination of the arbitrator shall be limited solely to the issue of whether Landlord's or Tenant's submitted Fair Market Rental Rate for the Renewed Premises is the closest to the actual Fair Market Rental Rate for the Renewed Premises as determined by the appraiser shall pay arbitrator, taking into account the fees requirements of this Section 2.3. Such arbitrator may hold such hearings and expenses require such briefs as the arbitrator, in his or her sole discretion, determines is necessary, In addition, Landlord or Tenant may submit to the arbitrator, with a copy to the other party, within five (5) business days after the appointment of the appraiserarbitrator, any market data and additional information that such party deems relevant to the determination of the Fair Market Rental Rate ("FMRR Data") and the other party may submit a reply in writing within five (5) business days after receipt of such FMRR Data. 804296.08/LAH4321-047/10-7-08/nng/law -▇▇- ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇[▇▇▇▇▇ ▇▇▇▇ Lease] 2.3.3.3 The arbitrator shall, within thirty (30) days after his or her appointment, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Fair Market Rental Rate, and shall notify Landlord and Tenant of such determination. 2.3.3.4 The decision of the arbitrator shall be final and binding upon Landlord and Tenant. 2.3.3.5 If Landlord and Tenant fail to agree timely upon and appoint the single arbitrator, then upon a petition by either party, the appointment of the arbitrator shall be made by the Presiding Judge of the Los Angeles Superior Court, or, if he or she refuses to act, by any judge having jurisdiction over the parties. 2.3.3.6 The cost of the arbitrator shall be paid by Landlord and Tenant equally. 2.3.3.7 In no event shall the Base Rent for the applicable Option Term selected by the arbitrator pursuant to this Section 2.3.3 (or determined as a result of averaging each party's final proposal of the Fair Market Rental Rate pursuant to Section 2.3.3.1 above if such proposals are within three percent (3%) of one another) be less than the Floor Rent (and if the Base Rent equals the Floor Rent, then the tenant improvement allowance to be provided to Tenant for the applicable Option Term shall be the Renewed Premises Floor Allowance as provided in Section 2.2.2 above).

Determination. Landlord (A) If Buyer discovers during the Due Diligence Period any Undisclosed Quantifiable Liabilities, then the Purchase Price shall deliver be reduced by an amount equal to Tenant notice confirming the aggregate amount of all such Undisclosed Quantifiable Liabilities computed with reference to each underlying contract or agreement that establishes such liability or obligation (a "QUANTIFIABLE LIABILITY PRICE ADJUSTMENT"). (B) If Buyer discovers during the Due Diligence Period any Reasonably Expected Contingent Liability, then the Escrow Amount shall be increased (by the addition of Escrow Shares valued at Fair Market Rental Rate Value) by an amount equal to Buyer's good faith estimate of the amount of the Reasonably Expected Contingent Liability (a "CONTINGENT LIABILITY ESCROW ADJUSTMENT"). (C) The aggregate amount of all Quantifiable Liability Price Adjustments, Contingent Liability Escrow Adjustments and the Yahoo! Purchase Price Adjustment, if any, shall not exceed $15 million. (D) If a Reasonably Expected Contingent Liability that is the basis of a Contingent Liability Escrow Adjustment becomes an actual liability in accordance with GAAP on or prior to the two-year anniversary of the Closing of this Agreement, then Buyer shall be entitled to immediately receive a disbursement from the Escrow Account of the number of Escrow Shares that were deposited in escrow in connection with such Contingent Liability Adjustment. Any such disbursements shall not affect the limitations on liability set forth in SECTION 8.1(c). (E) If during the Due Diligence Period the aggregate amount of all Undisclosed Quantifiable Liabilities, Reasonably Expected Contingent Liabilities and the Yahoo! Purchase Price Adjustment, if any, exceeds $22,500,000 (the "FMRR NoticeINITIAL TERMINATION ADJUSTMENT AMOUNT"), but is less than or equal to $30,000,000, Buyer shall promptly give written notice to the Company that the Initial Termination Adjustment Amount has been exceeded and the Buyer shall have a right to terminate this Agreement without liability in accordance with SECTION 10.1 (d) for (iii); provided, however, that Buyer may not so terminate this Agreement if within five (5) Business Days of receipt from Buyer of notice that the space in question (Initial Termination Adjustment Amount has been exceeded, the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord Company consents in writing within ten days after delivery to increase the Escrow Amount by the amount by which the aggregate amount of all Undisclosed Quantifiable Liabilities, Reasonably Expected Contingent Liabilities and the Yahoo! Purchase Price Adjustment, if any, exceeds $22,500,000, provided, however, that any such FMRR Notice; otherwise, increase shall not increase the rate set forth Escrow Amount above $30,000,000. Any increases in such notice the Escrow Amount pursuant to this SECTION 1.6(D)(1)(E) shall be made in Escrow Shares. (F) If during the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment Due Diligence Period the aggregate amount of all Undisclosed Quantifiable Liabilities, Reasonably Expected Contingent Liabilities and the Fair Market Rental RateYahoo! Purchase Price Adjustment, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereofif any, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association exceeds $30,000,000 (the "AAAFINAL TERMINATION ADJUSTMENT AMOUNT"), Buyer shall have a right to terminate this Agreement without liability in accordance with SECTION 10.1 (d) to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicableiii). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraiser.

Determination. So long as Tenant properly exercised its Renewal Option pursuant to Section 2 above, Landlord shall shall, within thirty (30) days after receipt of written request from Tenant for the determination of the Fair Market Rental Rate (which request must be delivered no earlier than twelve (12) months and no later than nine (9) months prior to the Expiration Date of the Lease Term or the expiration of any Renewal Lease Term), deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR Notice") for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise Premises for the need to determine the Fair Market Rental RateRenewal Lease Term in question. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten (10) business days after delivery of such FMRR Notice; otherwiseNotice (the “FMRR Response”). If Tenant fails to timely deliver the FMRR Response, the rate set forth in such notice the FRMM Notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental RateFMRR Response, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) business days after Tenant notifies Landlord delivery of its disagreement with Landlord's assessment thereofthe FMRR Response, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser broker with at least five-five (5) years' commercial real estate appraisal leasing experience in the Area market. The two brokers shall then, within ten (10) days after their designation, select an independent third broker with like qualifications. If the two brokers are unable to agree on the third broker within such ten (10) day period, either Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to the then presiding Clerk of Court of Hillsborough County for selection of a third broker who meets the qualifications stated above. Within twenty (20) business days after the selection of the third broker, a majority of the brokers shall determine the Fair Market Area and submit their respective assessments Rental Rate. If a majority of the brokers is unable to agree upon the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiserby such time, then either party may apply to any Dallas, Texas office of the American Arbitration Association two (the "AAA"2) to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser closest broker values shall be binding on Landlord averaged and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of average will be the Fair Market Rental Rate, which assessment . Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses entire cost of the appraiserbroker selected by it and shall share equally the cost of the third broker.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR FMR Notice") for the space Premises for the Option Term in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 30 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten 10 business days after delivery of such FMRR FMR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten 10 business days after Tenant notifies Landlord of its Tenant’s disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with an MAI designation and with at least five-10 years' commercial real estate appraisal experience in the AREA market. The two appraisers shall then, within 10 days after their designation, select an independent third appraiser with like qualifications. Within 20 business days after the selection of the third appraiser, a majority of the appraisers shall determine the Fair Market Area and submit their respective assessments Rental Rate. If a majority of the appraisers is unable to agree upon the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiserby such time, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser two closest appraisals shall be binding on Landlord averaged and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of average will be the Fair Market Rental Rate, which assessment . Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR FMR Notice") for the space Premises for the Renewal Lease Term in question within thirty (the ----------- "Space"30) or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for to the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten thirty (30) days after delivery of such FMRR FMR Notice (the “Objection Notice; otherwise”), electing either to withdraw Tenant’s exercise of the rate Renewal Option or to proceed to determine the Fair Market Rate in accordance with the procedure set forth in such notice this paragraph (“FMR Arbitration”). If Tenant fails to give the Objection Notice within the thirty (30) days after delivery of the FMR Notice, then Tenant shall be deemed to have withdrawn its exercise of the Fair Market Rental RateRenewal Option. If Tenant timely delivers gives the Objection Notice, but fails to Landlord written notice that it disagrees with Landlord's assessment elect either to withdraw its exercise of the Fair Market Rental RateRenewal Option or to proceed with FMR Arbitration, then Tenant shall be deemed to have withdrawn its exercise of the Renewal Option. If in the Objection Notice Tenant elects to proceed with FMR Arbitration, Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) business days after Tenant notifies Landlord delivery of its disagreement with Landlord's assessment thereofthe Objection Notice, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with at least five-ten (10) years' commercial real estate appraisal experience in the Market Area and submit their respective assessments AREA market, each of whom shall make a determination of the Fair Market Rental Rate within twenty (20) days after their selection hereunder. If Tenant and Landlord are unable to agree upon and select one of the appraiserdeterminations made by the initial two (2) appraisers within ten (10) business days after receipt of the two determinations, the two appraisers shall then, within five (5) days thereafter, select an independent third appraiser with like qualifications. If the parties two appraisers are unable to agree on an independent real estate appraiserthe third appraiser within such five (5) day period, then either party Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to any Dallas, Texas office the then presiding judge of the American Arbitration Association (the "AAA") to appoint an --- Circuit Court for Hillsborough County, Florida, for selection of a third appraiser having who meets the qualifications described in stated above. Within twenty (20) days after the previous sentence. The AAA's selection of the third appraiser, the third appraiser shall make a determination of the Fair Market Rental Rate by selecting whichever of the two determinations made by the initial two appraisers is closer to the actual Fair Market Rental Rate in the opinion of such third appraiser, which determination shall be binding on Landlord and Tenant. The third appraiser shall then, within ten days after his designation, have no discretion other than to select one or the assessment (i.e., either Landlord's or Tenant's) that is closest to his other determination of the Fair Market Rental Rate, which assessment initial two appraisers as set forth herein. Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR “FMR Notice"”) for the space Premises for the Renewal Lease Term in question within thirty (the ----------- "Space"30) or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten (10) business days after delivery of such FMRR FMR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) business days after Tenant notifies Landlord of its Tenant’s disagreement with Landlord's ’s assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with at least five-five (5) years' ’ commercial real estate appraisal experience in the AREA market. The two appraisers shall then, within ten (10) days after their designation, select an independent third appraiser with like qualifications. If the two appraisers are unable to agree on the third appraiser within such ten (10) day period, either Landlord or Tenant, by giving five (5) days prior written notice thereof to the other, may apply to the then presiding Clerk of Superior Court of Mecklenburg County for selection of a third appraiser who meets the qualifications stated above. Within twenty (20) business days after the selection of the third appraiser, a majority of the appraisers shall determine the Fair Market Area and submit their respective assessments Rental Rate. If a majority of the appraisers is unable to agree upon the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiserby such time, then either party may apply to any Dallas, Texas office of the American Arbitration Association two (the "AAA"2) to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser closest appraisals shall be binding on Landlord averaged and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of average will be the Fair Market Rental Rate, which assessment . Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Where the terms of this Lease provide the Annual Rent shall be determined by reference to Fair Rental Value, Landlord shall deliver give notice to Tenant notice confirming of its determination of Fair Rental Value at least 30 days prior to the date as of which it is to be determined, and such determination shall constitute Fair Market Rental Rate (the "FMRR Notice") for the space Value unless Tenant objects thereto in question (the ----------- "Space") or extension of the Term (an "Extension") writing within 20 30 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rateits receipt of Landlord’s notice. If Tenant disagrees with Landlord's assessment of so objects, and the parties hereto are unable to agree upon Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing Value within ten days after delivery the date of Tenant’s objection, then at the request of either party such FMRR Notice; otherwise, the rate set forth in such notice Fair Rental Value shall be determined by appraisal, made by a Fair Rental Value Board consisting of three reputable individuals (each an “Expert”) who have experience in and who are knowledgeable about the Fair Market Rental RateMinneapolis high-rise office market, each of whom shall have no disqualifying interest (as hereinafter defined). One Expert shall be appointed by Tenant or its representative and the second Expert shall be appointed by Landlord or its representative. The third Expert shall be appointed by the first two Experts. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord first two Experts are unable to agree on such Fair Market Rental Rate a third Expert within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments appointment of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraisersecond Expert, then or if either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") refuses or neglects to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser shall then, Expert as herein provided within ten days after his designationthe appointment of the first Expert, select then such third Expert or such second Expert whose appointment was not made as aforesaid shall be appointed by the assessment then President of the Minnesota chapter of the Building Owners and Managers Association or such successor body hereafter constituted exercising similar functions, unless such President shall have a direct or indirect financial or other business interest in or in common with any of the parties hereto (i.e.herein referred to as a “disqualifying interest”), in which case the third Expert or such other Expert whose appointment was not made as aforesaid shall be appointed by the then next highest ranking officer of the Minnesota chapter of the Building Owners and Managers Association or such successor body who shall not have a disqualifying interest. If the determinations of at least two of the Experts shall be identical in amount, said amount shall be deemed to be the Fair Rental Value. If the Building Owners and Managers Association or a successor thereto is not available to serve or unable to serve in such capacity, all determinations to be made by such association under this Article 24.00 shall be made by any judge of the Hennepin County District Court. If the determinations of all three Experts shall be different in amount, the highest appraised value shall be averaged with the middle value (said average being hereinafter referred to as “Sum Aft), the lowest appraised value shall be averaged with the middle value (said average being hereinafter referred to as “Sum B”), and the Fair Rental Value shall be determined as follows: (i) If neither Sum A nor Sum B differs from the middle appraised value by more than ten (10%) percent of such middle appraised value, then the Fair Rental Value shall be deemed to be the average of the three appraisals; (ii) If either Landlord's Sum A or Tenant'sSum B (but not both of said sums) that is closest differs from the middle appraised value by more than ten percent (10%) of such middle appraised value, then the Fair Rental Value shall be deemed to his determination be the average of the middle appraised value and the appraised value closer in amount to said middle value; and (iii) If both Sum A and Sum B differ from the middle appraised value by more than ten percent (10%) of such middle appraised value, the appraisals shall have no force and effect, and the Fair Rental Value shall, unless the parties agree otherwise, be determined using the same procedure, guidelines and formula set out above, by a panel of three qualified individuals (none of whom may have been a member of the Fair Market Rental RateValue Board whose determination is being redetermined) who shall have no disqualifying interest. Such panel shall be appointed by the then President of the Minnesota chapter of the Building Owners and Managers Association or such successor body hereafter constituted exercising similar functions, unless such President shall have a disqualifying interest, in which assessment case the panel shall be appointed by the then be next highest ranking Officer of the Minnesota Chapter of the Building Owners and Managers Association or such successor body hereafter constituted exercising similar functions who shall not have a disqualifying interest. Written notice of the Fair Market Rental Rate Value as duly determined in accordance with the provisions of this Article shall be promptly given to the parties hereto and shall be binding and conclusive on the parties hereto for the Space duration of the applicable period for which the determination in question has been made. Each party shall bear its own expense in connection with the Fair Rental Value Board proceeding or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay proceedings, except that the fees and expenses of the appraiserExperts shall be borne equally.

Determination. Landlord shall deliver submit its opinion of Market Base Rent to Tenant notice confirming within thirty (30) days after Landlord's receipt of the Fair Option Notice and Tenant shall respond thereto within ten (10) days thereafter by either (i) accepting Landlord's opinion of Market Rental Rate Base Rent (in which case, such Market Base Rent shall be used to determine Base Rent during the "FMRR Notice") for the space in question (the ----------- "Space"Renewal Term) or extension (ii) submitting Tenant's opinion of Market Base Rent. If Landlord and Tenant cannot agree upon the Market Base Rent of the Term Premises within fifteen (an "Extension"15) within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Ratethereafter, then Landlord and Tenant within five (5) days shall meet each submit to attempt to determine the Fair each other their final written statement of Market Rental RateBase Rent ("Final Statement"). If Tenant the Market Base Rent set forth in Landlord's Final Statement ("Landlord's Market Base Rent") and Landlord are unable to agree on such Fair the Market Rental Rate Base Rent set forth in Tenant's Final Statement ("Tenant's Market Base Rent") differ by ten percent (10%) or less of the lesser of the respective Market Base Rent submittals, the Market Base Rent for the Renewal Term shall be the average of Landlord's Market Base Rent and Tenant's Market Base Rent. If Landlord's Market Base Rent and Tenant's Market Base Rent differ by more than ten percent (10%) of the lesser of the respective Market Base Rent submittals, within ten (10) days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereofsubmitting their respective Final Statement, then (within the next ten days) Landlord and Tenant shall jointly together appoint an independent MAI one real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office who shall be a Member of the American Arbitration Association Institute of Real Estate Appraisers and be disinterested (the "AAAAppraiser"). If Landlord and Tenant cannot mutually agree upon an Appraiser within said ten (10) day period, the parties shall jointly apply to the Presiding Judge of the Superior or Circuit Court for the County in which the Premises are located (the "Judge"), requesting said Judge to appoint an --- the Appraiser; if either Landlord or Tenant does not so apply to the Judge within five (5) days following the expiration of the ten (10) day period, the real estate appraiser having initially suggested by the qualifications described in party who timely applied to the previous sentenceJudge shall be deemed the Appraiser for purposes of the arbitration. The AAA's parties shall share equally any costs of such application to the Judge. Within ten (10) days following selection or appointment of the appraiser Appraiser, the Appraiser shall be binding on Landlord determine whether Landlord's or Tenant's Final Statement of Market Base Rent is the closest to the actual (in such Appraiser's opinion) Market Base Rent of the Premises and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is 's Final Statement of Market Base Rent as the closest to his determination the actual (in such Appraiser's opinion) Market Base Rent of the Fair Premises, without any compromising or averaging. The Market Rental Rate, which assessment Base Rent for the Premises as determined pursuant to the immediately preceding sentence shall then be the Fair Market Rental Rate for Base Rent used in determining Base Rent during the Space in question or Extension (as applicable)Renewal Term. The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraisersaid Appraiser shall be borne equally by Landlord and Tenant.

Determination. Landlord Except when a purchase price per share is stated in a Notice required by Section 2.4, the option price per share shall deliver be based on the original cost of the stock to Tenant notice confirming the Offeror, in the case of unvested shares, and on the higher of original cost of the stock to Offeror or fair market value ("Fair Market Value") as agreed upon by the Offeror and the Company in the case of vested shares. If the Offeror and the Company cannot agree upon the Fair Market Rental Rate Value for the Offeror's shares within fifteen (the 15) days ("FMRR NoticeAgreement Period") for after the space in question Company has received a Mandatory Offer of Notice, or termination of Shareholder's employment, whichever is applicable, the Fair Market Value shall be determined by an appraiser chosen by Offeror and an appraiser chosen by the Company. Within fifteen (15) days after the ----------- expiration of the Agreement Period, Offeror and Company shall each choose an appraiser ("SpaceAppointment Period") or extension and notify the other in writing of the Term name, address and phone number of such appraiser. The two appraisers shall thereafter have fifteen (an "Extension"15) within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment Value of the Fair Market Rental Rate specified in shares ("First Appraisal Period"). In the event the two appraisers cannot agree within fifteen (15) days after expiration of the First Appraisal Period, they shall thereupon immediately choose a FMRR Notice, then it shall so notify Landlord third appraiser and the decision in writing within ten days after delivery of such FMRR Notice; otherwiseany two of the three appraisers ("Second Appraisal Period") so appointed shall be deemed binding and conclusive on the Offeror and the Company with respect to the price per share of shares being offered for sale. In the event that either Company or Offeror 12 fails to appoint an appraiser during the Appointment Period, the rate set forth in such notice appraiser appointed by the non-failing party shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments Value of the Fair Market Rental Rate to shares. Each party shall bear the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection cost and expense of the appraiser shall be binding on Landlord and Tenantappointed by such party. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees All costs and expenses of the appraisertie-breaking appraiser appointed for the Second Appraisal Period shall be borne equally by the Company and Offeror.

Determination. Landlord shall deliver to Tenant notice confirming the Fair Market Rental Rate (the "FMRR Notice") for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rateboth parties submit Extension Proposals, then Landlord and Tenant shall meet to within seven (7) days after delivery of the last Extension Proposal and make a good faith attempt to determine mutually appoint a certified MAI real estate appraiser who shall have been active full-time over the Fair Market Rental Rateprevious ten (10) years in the appraisal of comparable properties located in the San Diego area. If Landlord and Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate upon a single appraiser, then each shall, within ten (10) days after the meeting, select an appraiser that meets the foregoing qualifications. The two (2) appraisers so appointed shall, within five (5) days after their appointment, appoint a third appraiser meeting the foregoing qualifications. The determination of the appraiser(s) shall be limited solely to the issue of whether Landlord's or Tenant's Extension Proposal most closely approximates the prevailing market rate. The decision of the single appropriate or of the appraiser(s) shall be made within thirty (30) days after the appointment of a single appraiser or the third appraiser, as applicable. The appraiser(s) shall have no authority to create an independent structure of prevailing market rate or prescribe or change any or several of the components or the structure of the prevailing market rate; the sole decision to be made shall be which of the parties' Extension Proposals shall determine the prevailing market rate for the Extension. The decision of the single appraiser or majority of the three (3) appraisers shall be binding upon the parties. If either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") fails to appoint an --- appraiser having within the qualifications described in the previous sentence. The AAA's selection of time period specified above, the appraiser appointed by one of them shall reach a decision which shall be binding on upon Landlord and Tenant. The appraiser cost of the appraisals shall thenbe paid equally by Landlord and Tenant. If the prevailing market rate is not determined by the first day of the Extension, within ten days after his designation, select then Tenant shall pay Landlord Basic Rent in an amount equal to the assessment (i.e., either Landlord's or Tenant's) that Basic Rent in effect immediately prior to the Extension until such determination is closest to his made. After the determination of the Fair Market Rental Rateprevailing market rate, which assessment the parties shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen make any necessary adjustments to such payments made by the appraiser shall pay the fees and expenses of the appraiserTenant.

Determination. Landlord As promptly as possible, but in any event within 60 days after the Closing Date, Parent will deliver to the Seller Representative a consolidated balance sheet of the Company and the Company Subsidiaries as of 11:59 p.m. (New York City time) on the day prior to the Closing Date which shall be prepared in accordance with GAAP applied consistently with the Latest Balance Sheet (the “Closing Balance Sheet”), and a reasonably detailed statement setting forth Parent’s calculations of Closing Cash, the Closing Date Indebtedness and the Net Working Capital Amount (together with the Closing Balance Sheet, the “Closing Statement”). After delivery of the Closing Statement, the Seller Representative and its accountants shall be permitted reasonable access during normal business hours to review the Company’s and the Company Subsidiaries’ books and records and any work papers (including any work papers of Parent’s and the Company’s accountants) related to the preparation of the Closing Statement, subject to such confidentiality restrictions as the accountants shall reasonably request. The Seller Representative and its accountants may make inquiries of Parent, the Company and their respective accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Parent shall use its, and shall cause the Company and the Company Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller Representative has any objections to the Closing Statement, the Seller Representative shall deliver to Tenant notice confirming the Fair Market Rental Rate (the "FMRR Notice") for the space in question (the ----------- "Space") or extension of the Term (Parent an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental RateObjections Statement. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing an Objections Statement is not delivered to Parent within ten 30 days after delivery of such FMRR Notice; otherwisethe Closing Statement, the rate Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller Representative and Parent shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such notice discussions related thereto shall, unless otherwise agreed by Parent and the Seller Representative, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 30 days after the delivery of the Objections Statement, the Seller Representative and Parent shall submit such dispute to Deloitte & Touche LLP (the “Independent Auditor”). If any dispute is submitted to the Independent Auditor, each party will furnish to the Independent Auditor such work papers and other documents and information relating to the disputed issues as the Independent Auditor may request and are available to that party or its accountants (including information of the Company and the Company Subsidiaries) and each party shall be entitled to present the Fair Market Rental RateIndependent Auditor material relating to the determination and to discuss, whether or not in the presence of any other party, the determination with the Independent Auditor. If Tenant timely delivers to Landlord written notice The Independent Auditor shall resolve only those matters that it disagrees with Landlord's assessment remain in dispute after the 30-day resolution period. It is the intent of Parent and the Company that the process set forth in this Section 2.6.1 and the activities of the Fair Market Rental RateIndependent Auditor in connection herewith are not intended to be and, then Landlord in fact, are not arbitration and Tenant that the Independent Auditor shall meet to attempt to determine the Fair Market Rental Rate. If Tenant act as an auditor and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord not an arbitrator and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in the Market Area and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser no formal arbitration rules shall be binding on Landlord followed (including rules with respect to procedures and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicablediscovery). The party whose assessment was not chosen Seller Representative and Parent shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as soon as practicable but in no event later than 45 days after submission of the disputed issues to the Independent Auditor. The resolution of the dispute by the appraiser Independent Auditor shall pay be final, binding and non-appealable on the parties hereto; provided, however, that this provision shall not prohibit either party from instituting litigation to enforce any ruling of the Independent Auditor resolving any such disputes. The Closing Statement shall be modified if necessary to reflect such determination. The fees and expenses of the appraiserIndependent Auditor shall be borne 50% by Parent, on the one hand, and 50% by the Participating Holders, on the other hand; provided, however, that, if the Independent Auditor determines that one party is wholly and unequivocally correct, then the other party will be solely responsible for such fees and expenses; provided further, that any such fees and expenses to be paid by the Participating Holders may be paid from the Expense Fund.

Determination. Landlord shall deliver to Tenant notice confirming the Fair Market Rental Rate (the "FMRR NoticeNOTICE") for the space in question (the ----------- "Space") or extension of the extended Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery of such FMRR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly appoint an independent MAI real estate appraiser with at least five-years' year's commercial real estate appraisal experience in the Market Area CBD market and submit their respective assessments of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any DallasDistrict Court in Dallas County, Texas office of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence, in which case the date that Tenant may exercise its rescission election under Exhibit H shall be extended for up to 15 additional days. The AAA's selection of the appraiser shall be binding on Landlord and Tenant. The appraiser appraisers shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable)extended Term. The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraiser.

Determination. Landlord shall deliver to Tenant notice confirming determine the Fair Market Rental Rate for each Renewal Term by using its good faith judgment. Landlord shall provide written notice of such amount within thirty (the "FMRR Notice"30) for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises provides a Renewal Notice to Landlord pursuant to Section 3.4; provided, however, that Landlord shall not be obligated to provide such notice with respect to the option giving rise rent determination for a Renewal Term prior to the need to determine date which is fifteen (15) months before the Fair Market Rental Rateapplicable Renewal Commencement Date. If Tenant disagrees with shall have ten (10) business days (“Tenant’s Review Period”) after receipt of Landlord's assessment ’s notice of the Fair Market Rental Rate specified within which to accept such rental or to object thereto in a FMRR Notice, then it shall so notify Landlord writing. In the event Tenant fails to accept in writing within ten days after delivery of such FMRR Notice; otherwiseLandlord’s determination, the rate set forth in such notice Tenant shall be the Fair Market Rental Rate. If Tenant timely delivers deemed to Landlord written notice that it disagrees with Landlord's assessment of the Fair Market Rental Ratehave objected, then and Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on upon such Fair Market Rental Rate within ten days after Tenant notifies Landlord of its disagreement with Landlord's assessment thereof, then (within the next ten days) using their best good faith efforts. If Landlord and Tenant fail to reach agreement within fifteen (15) days following Tenant’s Review Period (“Outside Agreement Date”), then each party shall jointly appoint an independent MAI real estate appraiser 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 at least five-years' commercial real estate appraisal experience in Subsections (b) through (e) below. (a) In the Market Area and submit their respective assessments event that Landlord fails to timely generate the initial written notice of Landlord’s opinion of the Fair Market Rental Rate which triggers the negotiation period of this Section 30.3, then Tenant may commence such negotiations by providing the initial notice, in which event Landlord shall have fifteen (15) days (“Landlord’s Review Period”) after receipt of Tenant’s notice of the new rental within which to accept such rental. In the event Landlord fails to accept in writing such rental proposed by Tenant, then such proposal 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 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 the appraiserFair Market Rental Rate and such determination shall be submitted to arbitration in accordance with Subsections (b) through (e) below. (b) 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 Landlord and Tenant do not mutually agree upon the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas office Fair Market Rental Rate within one (1) business day of the American Arbitration Association (the "AAA") to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection exchange and opening of the appraiser shall be binding on Landlord and Tenant. The appraiser shall envelopes, then, within ten (10) business days after his designationof the exchange and opening of envelopes, select Landlord and Tenant shall each appoint an Experienced Broker and the assessment two Experienced Brokers shall agree upon and jointly appoint a third Experienced Broker, which together with the first two (i.e., either Landlord's or Tenant's2) that is closest to his Experienced Brokers shall constitute the “Panel” for the final determination of the Fair Market Rental Rate. An “Experienced Broker” means a licensed broker who shall have been active over the ten (10) year period ending on the date of such appointment in the leasing of office projects in the Santa ▇▇▇▇▇▇ submarket. Neither Landlord nor Tenant shall consult with the third Experienced Broker as to his or her opinion as to Fair Market Rental Rate prior to the appointment. The determination of the Panel shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate as determined by the Panel, which assessment shall then be taking into account the requirements of this Article 30. The Panel may hold such hearings and require such briefs as the Panel, in its discretion, determines is necessary. In addition, Landlord or Tenant may submit to the Panel, with a copy to the other party, within five (5) business days after the appointment of the Panel any market data and additional information that such party deems relevant to the determination of the Fair Market Rental Rate for (“FMRR Data”) and the Space other party may submit a reply in question or Extension writing within five (as applicable). The party whose assessment was not chosen by the appraiser shall pay the fees and expenses 5) business days after receipt of the appraisersuch FMRR Data.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate (the "FMRR “FMR Notice"”) for the space Premises for the Renewal Lease Term in question within thirty (the ----------- "Space"30) or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate specified in a FMRR FMR Notice, then it shall so notify Landlord in writing within ten (10) business days after delivery of such FMRR FMR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate. If Tenant timely delivers to Landlord written notice that it Tenant disagrees with Landlord's ’s assessment of the Fair Market Rental Rate, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate within ten (10) business days after Tenant notifies Landlord of its Tenant’s disagreement with Landlord's ’s assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with at least five-five (5) years' ’ commercial real estate appraisal experience in the AREA market. The two appraisers shall then, within ten (10) days after their designation, select an independent third appraiser with like qualifications. If the two appraisers are unable to agree on the third appraiser within such ten (10) day period, either Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to the then presiding Clerk of Superior Court of Hillsborough County for selection of a third appraiser who meets the qualifications stated above. Within twenty (20) business days after the selection of the third appraiser, a majority of the appraisers shall determine the Fair Market Area and submit their respective assessments Rental Rate. If a majority of the appraisers is unable to agree upon the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiserby such time, then either party may apply to any Dallas, Texas office of the American Arbitration Association two (the "AAA"2) to appoint an --- appraiser having the qualifications described in the previous sentence. The AAA's selection of the appraiser closest appraisals shall be binding on Landlord averaged and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of average will be the Fair Market Rental Rate, which assessment . Tenant and Landlord shall then be each bear the Fair Market Rental Rate for the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Landlord shall deliver to Tenant notice confirming of the Fair Market Rental Rate Rate, Terms and Conditions (the "FMRR FMRTC Notice") for the space Premises for the Renewal Lease Term in question within thirty (the ----------- "Space"30) or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate, Terms and Conditions. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate Rate, Terms and Conditions specified in a FMRR FMRTC Notice, then it shall so notify Landlord in writing within ten (10) business days after delivery of such FMRR FMR Notice; otherwise, the rate set forth in such notice shall be the Fair Market Rental Rate, Terms and Conditions. If Tenant timely delivers to Landlord written notice that it Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate, Terms and Conditions, then Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate, Terms and Conditions. If Tenant and Landlord are unable to agree on such Fair Market Rental Rate Rate, Terms and Conditions within ten (10) business days after Tenant notifies Landlord of its Tenant’s disagreement with Landlord's assessment thereof, then (within the next ten days) Landlord and Tenant shall jointly each appoint an independent MAI real estate appraiser with an MAI designation and with at least five-ten (10) years' commercial real estate appraisal experience in the Market Area and submit market. The two appraisers shall then, within ten (10) days after their respective assessments of the Fair Market Rental Rate to the appraiserdesignation, select an independent third appraiser with like qualifications. If the parties two appraisers are unable to agree on an independent real estate appraiserthe third appraiser within such ten (10) day period, then either party Landlord or Tenant, by giving five (5) days prior notice thereof to the other, may apply to any Dallas, Texas office the then presiding Clerk of the American Arbitration Association (the "AAA") to appoint an --- Circuit Court of Henrico County, Virginia for selection of a third appraiser having who meets the qualifications described in stated above. Within twenty (20) business days after the previous sentence. The AAA's selection of the appraiser third appraiser, a majority of the appraisers shall be binding on Landlord and Tenant. The appraiser shall then, within ten days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his determination of determine the Fair Market Rental Rate, which assessment Terms and Conditions. If a majority of the appraisers is unable to agree upon the Fair Market Rental Rate, Terms and Conditions by such time, then the two (2) closest appraisals shall then be averaged and the average will be the Fair Market Rental Rate for Rate, Terms and Conditions. Tenant and Landlord shall each bear the Space in question or Extension (as applicable). The party whose assessment was not chosen by entire cost of the appraiser selected by it and shall pay share equally the fees and expenses cost of the third appraiser.

Determination. Such Market Rate shall be agreed upon by Landlord shall deliver to and Tenant notice confirming the Fair Market Rental Rate no later than thirty (the "FMRR Notice"30) for the space in question (the ----------- "Space") or extension of the Term (an "Extension") within 20 days after Tenant ------ --------- exercises the option giving rise for the need to determine the Fair Market Rental Rate. If Tenant disagrees with Landlord's assessment of the Fair Market Rental Rate specified in a FMRR Notice, then it shall so notify Landlord in writing within ten days after delivery by Landlord to Tenant of Landlord's good faith determination of Market Rate, each party agreeing to use reasonable efforts to reach such FMRR Notice; otherwiseagreement. However, the rate set forth in if Landlord and Tenant are unable within such notice period and by such time to reach such agreement, then Market Rate shall be determined pursuant to the Fair below provisions, in which event the Market Rental Rate. If Rate determined by such procedure shall be binding upon both Landlord and Tenant, and Tenant timely delivers shall be entitled to Landlord written notice that it disagrees with Landlord's assessment exercise an option subject to final determination of the Fair Market Rental Rate, then Rate pursuant to this Section. Landlord and Tenant shall meet to promptly attempt to agree upon an arbitrator meeting the qualifications hereinafter set forth (the "ARBITRATOR"). The Arbitrator selected shall be a licensed real estate broker, with not less than ten (10) years experience in negotiating office leases in the Greenway Plaza and Galleria areas. As a condition to selection, the Arbitrator must also have negotiated at least three (3) major office leases (50,000 square feet or more) in the Greenway Plaza and Galleria areas during the thirty-six (36) months preceding his or her selection as the Arbitrator. The Arbitrator selected shall determine the Fair Market Rental Rate by selecting Landlord's or Tenant's proposed rental rate, whichever in the Arbitrator's judgment most closely resembles the prevailing Market Rate. If Landlord and Tenant and Landlord are unable to agree on such Fair Market Rental Rate upon the Arbitrator within ten fifteen (15) days after Tenant notifies Landlord submission of its disagreement with Landlord's assessment thereofthe determination to arbitration, then (within the next ten days) Landlord and Tenant Arbitrator shall jointly appoint an independent MAI real estate appraiser with at least five-years' commercial real estate appraisal experience in be selected by the Market Area and submit their respective assessments managing officer of the Fair Market Rental Rate to the appraiser. If the parties are unable to agree on an independent real estate appraiser, then either party may apply to any Dallas, Texas local office of the American Arbitration Association Association, but if such officer fails to act within ten (10) days, then the "AAA") to appoint an --- appraiser having Arbitrator shall be selected by the qualifications described Chief Judge of the United States District Court for the Southern District of Texas, Houston, Division, acting in the previous sentencesuch judge's individual, and not judicial, capacity. The AAA's selection determination of the appraiser Arbitrator shall be final and binding on Landlord and Tenant. The appraiser Until the Market Rate has been finally determined, Tenant shall thenpay Base Rental based upon Landlord's good faith determination thereof, and an appropriate refund shall be made to or by Tenant within ten (10) days after his designation, select the assessment (i.e., either Landlord's or Tenant's) that is closest to his a final determination of the Fair Market Rental Rate, which assessment shall then be the Fair Market Rental Rate for the Space in question or Extension (as applicable)is made. The party whose assessment was not chosen by the appraiser shall pay the fees and expenses of the appraiserArbitrator and all other expenses, if any, incurred in connection with arbitration of the Market Rate shall be borne equally by Landlord and Tenant.