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EXHIBIT 1D Bch Ado Ia-U-3" Deterndnina FMRR, For purposes of determining the FMRR, the roilowiug procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in ids Market Rent Notice orthe FMRR ror Ate Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Term on or berate the Outside Agreement Date (detlned below). i rLandlo•el and Tenant arc unable to agree upon Ate FMRR for ilia Extension Tenn on or before the Outside Agreement Date, then the FMRR forthe Extension Teri shall be determined by arbitration pursuant to Section 2 ofthis Schedule ` -3". The "Outside Agreement Date" means the dale ilia( is ten (10) business days alter the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected Landlord's initial determination orthe FMRR far the Extension Tenn, 2 If Landlord and Tenant shall fail to agree upon the FMRR for die 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 Terns 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 each appointees arbltrator who shall by prokslon be a real estate broker who shall have been active In die leasing orthe Project and the Comparable Buildings over the five (5) your period ending on Ale data of such appointment. The determination orthe arbitrators shall be limited solely to the issue As to whether Landlord's or Tenant's Submitted FMRR is the closest to file actual FMRR for the Extension Term, as determined by ilia arbitrators, taking into account the requirements of this Schedule "J-3" Each such arbitrator shall be appointed within fifteen (15) business days after die Outside Agreement Date, 22 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of file second appointed arbitrate, agree upon and appoint a third arbitrolor who shall be qualined under the some standard as desodoed in Section 2.1 ol'this Schedule "73" (with respect to appointment of die Initial two arbitrators). 2.3 The three arbitrators shall, within Ailrly (30) days of the appointment orthe third arbitrator, recall a decision us to whether the pnrlies shall use Landlord's or Tenant's Submitted FMRR and shell notify Landlord and Tenant thereof; provided that: (a) ireilhcr Landlord or Tenant Palls to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule 'U then the arbitrator appointed by die other party shall solely reach a decision as to Ale FMRR for the Extension Terra and notify, Landlord and Tenant thereof within shiny (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be hinding upon Landlord anti Tenant, and (b) irthe five ablinters fail to agree upon and appoint a third arbitrator, or both parties fail to nppoint an arbitrator, then the appointment urdie third arbiiratur or any arbltrator shall be dismissed and the matter to be decided shall be promptly submitted to orb itrat ion ender die provisions of die American Arbitration Association (die"AAA'1, but subject to die instructions set forth in this Schedule"]-3". 2.4 The decision of the mgiority, of the three arbitrators (nr io the case of a decision made under clause (a) or (b) of act' i 2.3 of this Schedule 1.3", the decision of die single Arbitrator or the arbdtreor(a) appointed by the AAA) shall be binding upon Landlord and Tenant, shall he in writing and shall be non -appealable, and counterpart copies thereof shall be delivered to Landlord nod Tenant. Ajudgment or order based upon such nwmd may be entered in any court of competent jurisdiction, in rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of ilds Lease. 2.5 Landlord and Tenant shall each bear SA% of the cost orfhearbStralion described In this Section 2 ofthis' Schedule 4,7-3 301 WCbtr roarer Dr -Cary, rfSmua Flea Loony -5. If.xhibit d 80A-379