CALIFORNIA, STATE OF EMPLOYMENT DEVELOPMENT DEPARTMENT (3)

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Schedule " J.3" Determining FMRR. Fur 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 of 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 Data (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 Term shall be determined by arbitration pursuant to Section 2 ofthis Schedule ".f-3". The "Outside Agreement Date" means the dale that is ten (10) business days after the date that Tenant notifies 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 thin] determination of the FMRR for the Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall euch appoint one arbitrator who shall by profession be areal estate broker who shall have been active in the leasing of the Project and the Comparable Buildings over die five (5) year period ending on the date of such appointment. The determination of the arbitrators shall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the Want FMRR for the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule ".I-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 of the second appointed arbitrator, agree upon and appoint a third arbilratorwho shall be qualified under the sume standard as described in Section 2.1 ofthis Schedule ".W" (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 fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule J-37', then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR for the Extension Tern and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) bushaess day period, and such wilitratm's decision shall be binding upon Landlord and Tenant, and (b) if the two mbitretors fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an mbih afor, then due appointment ot'the third arbitrator 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 (tire "AAA"), but subject to the instructions sal forth in this Schedule'9-3". 2.4 The decision of the majority of the three arbitrators (or in the ease of a decision mnde Under clause (a) or (b) of Section 23 ofthis Schedule'?-3", the decision of the single mbitraloror the arbltrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be nomoppealablc, and counterpart copies thereof shall be delivered to Landlord and Tenant. A,judgment or order based open such award may be entered in any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to varyr modify or amend any provision ofthis Lease. 2.5 Landlord and Tenant shall each bear 50%of the cost of the arbitration described in this Section 2 ofthis Schedule" S-3". 801 lf'Civiv Cenh!r De —CIO, of anai rile, Lem¢ -5- G<hibq.I