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Schedule "J-3" Determinian FMRR, For purposes of determining the FMRR, the following procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice or the FMRR for the Extension, then Landlord and 'tenant shall endeavor to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date (defined below), If Landlord and Tenant are unable to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date, then the FMRR for the Extension Tenn shall be determined by arbitration pursuant to Sectiodn 2 oflhis Schedule'?-3". The "Outside Agreement Done" means the date that is ten (10) business days aller the date that Tenant notlf3es Landlord, in Its Market Rent Response Notice that Tenant has rejected Landlord's initial determination of the FMRR for the Extension Term. 2 If Landlord and Tenant shall fail to agree upon the FMRR for the Extension Term on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and L.andurd's "Submitted FMRR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a realestate broker who shall have been active in the leasing of the Project and the Comparable Buildings over die five (5) year period ending on die date of such appointment. The determination of the arbitrators shall he limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR for the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "9-3". Each such arbitrator shall be appointed within fifteen (15) business days after the Outside Agreement Date. 2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment or the second appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under die same standard as described in Sectign 11 ol'this Schedule "J-3" (with respect to appointment of the initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof; provided that: (a) if either Landlord or Tenant tails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule "J-3", then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR for die Extension Tern and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (13) business day period, and such arbitrator's decision shall be binding upon Landloni anti 'tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment orthe, third rarbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions of the American Arbitration Association (the "AAA"), but subject to the instructions set forum in Nis Schedule "J-3". 2.4 The decision of die majority of the three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this Schedule'9-3", the decision of the single orbitrator or the arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be non•appentable, and counterpart copies thereof shall be delivered to Landlord and Tenant. A,judgment or order based upon such award may be entered in any court of competent jurisdiction, In rendering their decision and award, the arbitrators shall have no power to vary, nmodi fy or amend any provision ol'Nis Lease. 2.5 Landlord and Tenant shall each bear 50%of the cost of the arbitration described in this Section 2 ol'this• Schedule'?-3". 601 I1'C7r4e Canter Dr— CIO, gf.Santa nta Lease -]- Exhibit .I