The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint a third arbitrator ("Neutral Arbitrator XE "Neutral Arbitrator" ") who shall be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators, except that neither the Landlord or Tenant or either parties' Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord's counsel and Tenant’s counsel.

“Neutral” has the meaning set forth in [Schedule 13.8.2].

That the Neutral Arbitrator shall not be allowed to undertake an independent investigation or consider any factual information other than presented by ​ or ​, except that the Neutral Arbitrator shall be permitted to visit the Project and the buildings containing the Comparable Transactions;

The arbitration panel or tribunal shall consist solely of neutral arbitrators.

Instructions to be followed by the Neutral Arbitrator when conducting such arbitration;

“Tender Neutral Loyalty Program” has the meaning set forth in [Section 9.2].

That the decision of the Neutral Arbitrator shall be binding on ​ and ​.

Governing Law; JUDICIAL REFERENCE. This Lease shall be construed and enforced in accordance with the laws of the State of California. THE PARTIES HEREBY

Reference to Repurchase Agreement. Each of the Repurchase Documents, including the Repurchase Agreement and any and all other agreements, documents, or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Repurchase Agreement as amended hereby, is hereby amended so that any reference in such Repurchase Document to the Repurchase Agreement refers to the Repurchase Agreement as amended and modified hereby.

Plan Incorporated By Reference. Notwithstanding anything to the contrary anywhere else in this Option Agreement, this grant of an Option is subject to the terms, definitions, and provisions of the Plan, which is incorporated herein by reference.