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Schedule °J-3" Determining FMRR, For puposea 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 'Perm on or before the Outside Agreement Date (defined below). If Landlord and Tenant are unable to agree upon the FMRR far 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 orthis Schedule 411-3". The "Outside Agreement Date" means [lie dale that is ten (10) business days aller the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has injected Landlord's initial determination ol'the FMRR far the Extension Tenn. 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 or the FMRR for the Extension Term land such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FNIRR," 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 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 the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "1.3 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 arbitrulor who shall be qualified under the sane standard as described in Section 2.1 of 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 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 Term end 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 appoints third arbitrator, or both parties fail to appoint an aliitraor, [hen the appointment of tie 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 (the "AAA"), but subject to the instructions set forth in [his Schedule "J-3". 2.4 The decision orthc nnnjority of the three arbihnmrs (or in the ease ora decision mnde under clause (a) m (b) of Section 2.3 of this Schedule'? -3", the decision of the single mbiliator or the. arbll etor(s) appointed by the AAA) shall be binding upon Landlord and TcnanL shall be, in writing and shall be non -appealable, and counterpart copies thereofshall be delivered to Landlord and Tenant. Ajudgnent or order based upon such award may be entered in any court of compete it,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 'fennnt shall each bear 50%of the cost ofthe arbitration described in this Section 2 orthis Schedule ".l-311. X40/ r1- Civie CenMr Or—City nfSnnm:brn Lease -5- I!Xhibil .I