ORANGE, COUNTY OF SOCIAL SERVICES AGENCY (2)

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Schedule " &Y Datermin)na 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 orthe 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 ore unable to agree upon the FMRR for the Extension Tenn on or before the Outside Agreement Date, then the FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 orthis Schedulc J-3". The "Outside Agreement Date" means the date that is ten (10) business days alter the date that Tenant notifies Landlord, in its Markel Rent Response Notice that Tenant has rejected Landlord's initial determination of the FMRR for Ore 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 Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted Fh1RR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active in the leasing orthe Project and the Comparable Buildings over the 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 actual FMRR for time Extension Term, as determined by tie arbitrators, taking into account the requirements of this Sclhedule "J-3". Each such arbitrator shall be appointed within fifteen (15) business days alter 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 arbilralorwho shall be qualified under the same standard as described in Seclion 2.1 of this Schedule "J-3" (with respect to appointment of die initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment orthe 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 [list: (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-3", then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR For the Extension Tenn and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint on arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration tinder tie provisions of die American Arbitration Association (die "AAA'), but subject to die instructions set forth in this Schedule J-3". 2.4 The decision orthe majority of die three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this Schedule 1-3", the decision of the single arbitratoror the arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be non-appeotable, 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 or competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease. 2.5 Landlord and'I'enant shall each bear 50%of the cost orthe arbitration described in this Section 2 of this Schedule "1.3". go/ n rWv Center Dr —City f.Sonra rtno Leave -5- Lchibit.I