Common use of Selection of Appraisers Clause in Contracts

Selection of Appraisers. The Partner requesting an appraisal pursuant to Section 11.1 above (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (45) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, within ten (10) days after both of the appraisers have made their determinations, shall appoint in writing a third appraiser and give written notice of such appointment to the Submitting Partner and the Receiving Partner. If the two appraisers shall fail to appoint or agree upon a third appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within the time herein provided, either the Submitting Partner or the Receiving Partner may apply to the appropriate court of the State of Texas for the appointment of such appraiser. The third appraiser shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partners.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent for that Extended Term within the thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) business days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with ¶ 29.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third the Milpitas, California, market area to appraise the Fair Market Rental Value of the Premises and set the Base Rent for that Extended Term. If either Landlord or Tenant does not appoint an appraiser within said ten (10) business days, the single appraiser appointed shall be the sole appraiser and give written notice of such appointment shall set the Base Rent during that Extended Term. If two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Submitting Partner and the Receiving PartnerBase Rent for that Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the same qualifications within ten (10) business days after the 10- last day periodthe two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ’ notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then President of the State Real Estate Board or to the Presiding Judge of Texas the Superior Court of the County of Santa C▇▇▇▇, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Initial Base Rent for the Extended Term within the thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with Paragraph 31.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third appraiser the market area to appraise the fair market rental value of the Premises and give written notice of such appointment to set the Submitting Partner and the Receiving PartnerInitial Base Rent during said Extended Term. If the two appraisers shall fail to either Landlord or Tenant does not appoint or agree upon a third an appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of said ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the Initial Base Rent during said Extended Term. If any two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Initial Base Rent for said Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall not be appointed or agreed upon attempt to select a third appraiser meeting the same qualifications within ten (10) days after the time herein providedlast day the two (2) appraisers are given to set the Initial Base Rent. If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then President of the State Real Estate Board of Texas Santa Clar▇ ▇▇▇nty or to the Presiding Judge of the Superior Court of Santa Clar▇ ▇▇▇nty, for the appointment selection of such appraiser. The a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value bear one-half (1/2) of the Propertycost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partners.The

Selection of Appraisers. The Partner requesting an appraisal pursuant If Lessor and Lessee are unable to Section 11.1 above agree on the Base Rent for the Extension Term within the sixty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4560) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationssixty (60) day period, Lessor and Lessee each, at its cost and by giving notice to the other party, shall appoint a competent disinterested real estate appraiser with at least five (5) years' full time commercial appraisal experience in writing the geographical area of the Building to appraise and set the Base Rent during the Extension Term. If either Lessor or Lessee does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Lessor and Lessee as stated in this paragraph, they shall meet promptly and attempt to set the Base Rent during the Extension Term. If two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser and give written notice of such appointment meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) appraisers are given to set the Submitting Partner and the Receiving PartnerBase Rent. If they are unable to agree on the two appraisers shall fail to appoint third appraiser, either Lessor or agree upon a third appraiser within the 10- day periodLessee, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas the county in which the Building is located, or to the Presiding Judge of the Superior Court of the county in which the Building is located, for the appointment selection of such a third appraiser who meets the qualifications stated in this paragraph. Lessor and Lessee each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Lessor or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersLessee.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree upon the Fair Market Rent within the aforementioned fifteen (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4515) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right period (as evidenced by a written amendment to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%this Lease), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisersthen, within ten (10) days after both the expiration of the appraisers have made their determinationsfifteen (15) day period, Landlord and Tenant each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate broker licensed in writing California with at least five (5) years' full-time commercial experience in the San Francisco/Brisbane area to determine the monthly Base Rent during the Extension Term. If either Landlord or Tenant does not appoint a broker meeting the qualifications set forth above within ten (10) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and shall determine the monthly Base Rent during the Extension Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this Paragraph, they shall attempt to select a third appraiser and give written notice of such appointment to broker meeting the Submitting Partner and the Receiving Partner. If the two appraisers shall fail to appoint or agree upon a third appraiser qualifications stated in this Paragraph within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within they are unable to agree on the time herein providedthird broker, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then president of the State real estate board of Texas the county in which the Building is located, or to the Presiding Judge of the Superior Court of the county in which the Building is located, for the appointment selection of such appraisera third broker who meets the qualifications stated in this Paragraph. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third broker and of paying the third broker's fee. The third appraiser broker, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent (hereinafter referred to as including any periodic adjustments) for the “Submitting Partner”) shall, in its notice to subject Extended Term within the other Partner thirty (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with P.31.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third appraiser the Silicon Valley market area to appraise the fair market rental value of the Premises and give written notice of such appointment to set the Submitting Partner and the Receiving PartnerBase Rent (including periodic adjustments) during said Extended Term. If the two appraisers shall fail to either Landlord or Tenant does not appoint or agree upon a third an appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of said ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent (including periodic adjustments) during said Extended Term. If any two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Base Rent for said Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall not be appointed or agreed upon attempt to select a third appraiser meeting the same qualifications within ten (10) days after the time herein providedlast day the two (2) appraisers are given to set the Base Rent (including periodic adjustments). If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then President of the State Real Estate Board or to the Presiding Judge of Texas the Superior Court of the County in which the Premises are located, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half (-1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above (hereinafter referred to agree as the “Submitting Partner”) shall, in its notice to the other Partner Fair Market Rent within the aforementioned thirty (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof period as evidenced by a written amendment to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined Lease executed by the two appraisers exceeds the lower appraisal by less than five percent (5%)them, the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisersthen, within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period, Landlord and Tenant each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with membership in writing the Appraisal Institute and M.A. I. designation and with at least five (5) years' full-time commercial appraisal experience in the Fremont area to appraise and set the monthly Base Rent during the Extension Term. If either Landlord or Tenant does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the monthly Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and Tena▇▇ ▇▇ stated in this Section, they shall attempt to select a third appraiser and give written notice of such appointment to meeting the Submitting Partner and the Receiving Partner. If the two appraisers shall fail to appoint or agree upon a third appraiser qualifications stated in this Section within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within they are unable to agree on the time herein providedthird appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then president of the State real estate board of Texas for the appointment of such appraiser. The third appraiser shall be sworn to determine faithfully and fullycounty in which the Buildings are located, pursuant or to the procedures set forth above, the fair market value Presiding Judge of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value Superior Court of the original two appraisers, county in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant heretoBuildings are located, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partners.for the

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above ------------------------ agree on the Base Rent for the Extension Term within the thirty (hereinafter referred to as 30) day period, then within fifteen (15) days after the “Submitting Partner”expiration of the thirty (30) shallday period, in Landlord and Tenant each, at its cost and by giving notice to the other Partner party, shall appoint a competent and disinterested real estate appraiser with at least five (hereinafter referred 5) years full- time commercial appraisal experience in Mountain View to as appraise and set the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have Base Rent during the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (45) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving PartnerExtension Term. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, either Landlord or Tenant does not appoint an appraiser within ten (10) days after both the other party has given notice of the appraisers have made their determinationsname of its appraiser, the single appraiser appointed shall appoint in writing a third be the sole appraiser and give written notice of such appointment shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and Tenant as stated in this section, they shall meet promptly and attempt to set the Submitting Partner and Base Rent for the Receiving PartnerExtension Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the qualifications stated in this section within ten (10) days after the 10- last day periodthe two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas for Santa ▇▇▇▇▇ County, or to the appointment Presiding Judge of such the Superior Court of Santa ▇▇▇▇▇ County for, the selection of a third appraiser who meets the qualifications stated in this section. Landlord and Tenant each shall bear one-half (l/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Fair Market Rent within the aforementioned thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right period as evidenced by a written amendment to submit evidence with respect to such fair market value and shallthis Lease executed by them, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisersthen, within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period, Landlord and Tenant each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years' full-time commercial appraisal experience in writing the geographical area of the Property or a third broker with at least five (5) years' brokerage experience in the geographical area of the Property (each is hereinafter referred to as an "appraiser") to appraise and set the monthly Base Rent during the Extension Term. If either Landlord or Tenant does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and give written notice of such appointment shall set the monthly Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and Tenant as stated in this Section, they shall meet promptly and attempt to set the Submitting Partner and monthly Base Rent for the Receiving PartnerExtension Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the qualifications stated in this Section within ten (10) days after the 10- last day periodthe two (2) appraisers are given to set the monthly Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas the county in which the Property is located, or to the Presiding Judge of the Superior Court of the county in which the Property is located, for the appointment selection of such a third appraiser who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Lessor and Lessee are unable to Section 11.1 above (hereinafter referred to as mutually agree upon the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value Prevailing Market Rental Rate of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within Premises within ten (10) days after its receipt delivery by Lessor of such the notice from set forth in Section 7 (the Submitting Partner“Notice Date”), the Receiving Partner then Lessor and Lessee each shall select an appraiser and notify the Submitting Partner other of the name of the Receiving Partner‟s appraiser selected within twenty (20) days after the Notice Date. (In the event Lessor and Lessee can agree upon a single appraiser, such appraiser’s determination shall be final and binding upon the parties). Upon appointment, the two appraisers shall agree be sworn to determine faithfully, faithfully and fairly and within forty-five days (45) day the Prevailing Market Rental Rate of the appointment of the second appraiser the fair market value of the PropertyPremises. The two appraisers shall afford the Submitting Partner Lessor and the Receiving Partner Lessee the right to submit evidence with respect to such fair market value the Prevailing Market Rental Rate of the Premises, and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner Lessor and the Receiving PartnerLessee. If the higher there is a variance of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%)) in the Prevailing Market Rental Rate of the Premises determined by the two appraisers, the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner Lessor and the Receiving PartnerLessee. If the higher there is a variance of the two appraisals exceeds the lower appraisal by more than five percent (5%)) in the Prevailing Market Rental Rate of the Premises determined by the two appraisers, the appraisers, within ten (10) days after both of the appraisers have made their determinations, shall appoint in writing a third appraiser and shall give written notice of such appointment to the Submitting Partner Lessor and the Receiving PartnerLessee. If the two appraisers shall fail to appoint or agree upon a third appraiser within the 10- ten (10) day period, a third appraiser shall be selected by the Submitting Partner Lessor and the Receiving Partner Lessee if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within the time herein provided, either the Submitting Partner Lessor or the Receiving Partner Lessee may apply to the appropriate court Presiding Judge of the State of Texas Administrative Judicial District encompassing Collin County, Texas, for the appointment of such appraiser. The third appraiser shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value Prevailing Market Rental Rate of the PropertyPremises. The third appraiser‟s appraiser’s determination of value the Prevailing Market Rental Rate of the Premises shall be controlling unless it is higher (or lower lower) than the higher (or lower) determination of value the Prevailing Market Rental Rate of the Premises as determined by the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the PartnersLessor and Lessee. The decision of the appraisers under this Section subparagraph shall be final and binding on the Partners Lessor and Lessee and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest All appraisers selected pursuant to this Section 8 shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersMAI appraisers.

Selection of Appraisers. If, pursuant to Section 2, the parties cannot agree on the fair market value of any Non-monetary Consideration, then either party may, by delivering a written notice to the other (the “Appraisal Notice”) within 5 days following the date on which the Redemption Notice is delivered pursuant to the applicable section, invoke the provisions of this Section 3(b) to determine the fair market value of the Non-monetary Consideration. The Partner Shareholder(s) requesting an appraisal pursuant to this Section 11.1 above 3(b) (hereinafter referred to collectively as the “Submitting PartnerShareholder”) shall, in its notice the Appraisal Notice to the other Partner Shareholder(s) (hereinafter referred to collectively as the “Receiving PartnerShareholder”) state (i) with respect to an Event of Default, that it the Submitting Shareholder elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be Non-monetary Consideration determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) 5 days after its receipt of such notice from the Submitting PartnerShareholder, the Receiving Partner Shareholder shall notify the Submitting Partner Shareholder of the name of the Receiving Partner‟s its appraiser. Upon appointment, the two appraisers shall agree be sworn to determine faithfully, fairly and within forty-five 30 days (45) day of the appointment of the second appraiser the fair market value of the PropertySubject Shares or the Non-monetary Consideration, as the case may be. The two appraisers shall afford the Submitting Partner Shareholder and the Receiving Partner Shareholder the right to submit evidence with respect to such fair market value and shall, with all possible speedas promptly as practicable, make their respective determinations in writing and give notice thereof to the Submitting Partner Shareholder and the Receiving PartnerShareholder. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (510%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner Shareholder and the Receiving PartnerShareholder. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (510%), the appraisers, within ten (10) 10 days after both of the appraisers have made their determinations, shall appoint in writing a third appraiser and give written notice of such appointment to the Submitting Partner Shareholder and the Receiving PartnerShareholder. If the two appraisers shall fail to appoint or agree upon a third appraiser within the 10- 10-day period, a third appraiser shall be selected by the Submitting Partner Shareholder and the Receiving Partner Shareholder if they so agree upon such third appraiser within a further period of ten (10) 10 days. If any appraiser shall not be appointed or agreed upon within the time herein provided, either the Submitting Partner or the Receiving Partner party may apply to the appropriate court of the State of Texas for the appointment of such appraiser. The third appraiser shall be sworn to determine faithfully and fully, pursuant to and independently of the procedures set forth abovefirst two appraisals, the fair market value of the PropertyNon-monetary Consideration, as the case may be. The third appraiser‟s appraiser’s determination of value shall be controlling unless it is higher (than the higher or lower than the higher (or lower) lower determination of value of the original two appraisers, in which case such previous high (or low) determination low determination, respectively, shall be controlling and binding upon the Partnersparties. The decision of the appraisers under pursuant to this Section 3(b) shall be final and binding on upon the Partners parties and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partners.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent for that Extended Term within the thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) business days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with ¶29.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third the Milpitas, California, market area to appraise the Fair Market Rental Value of the Premises and set the Base Rent for that Extended Term. If either Landlord or Tenant does not appoint an appraiser within said ten (10) business days, the single appraiser appointed shall be the sole appraiser and give written notice of such appointment shall set the Base Rent during that Extended Term. If two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Submitting Partner and the Receiving PartnerBase Rent for that Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the same qualifications within ten (10) business days after the 10- last day periodthe two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ’ notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then President of the State Real Estate Board or to the Presiding Judge of Texas the Superior Court of the County of Santa C▇▇▇▇, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half (½) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Lessor and Lessee are unable to Section 11.1 above agree on the ----------------------- Base Rent for the Extension Term within the sixty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4560) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationssixty (60) day period, Lessor and Lessee each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years' full-time commercial appraisal experience in writing the geographical area of the Building to appraise and set the Base Rent during the Extension Term. If either Lessor or Lessee does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Lessor and Lessee as stated in this paragraph, they shall meet promptly and attempt to set the Base Rent during the Extension Term. If two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser and give written notice of such appointment meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) appraisers are given to set the Submitting Partner and the Receiving PartnerBase Rent. If they are unable to agree on the two appraisers shall fail to appoint third appraiser, either Lessor or agree upon a third appraiser within the 10- day periodLessee, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas the county in which the Building is located, or to the Presiding Judge of the Superior Court of the county in which the Building is located, for the appointment selection of such a third appraiser who meets the qualifications stated in this paragraph. Lessor and Lessee each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Lessor or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersLessee.

Selection of Appraisers. The A Partner requesting an appraisal pursuant to Section 11.1 above hereunder (hereinafter referred to as the “"Submitting Partner”") shall, in its shall serve notice to the other Partners who are not Affiliates of such Partner (hereinafter referred to as the “"Receiving Partner”Partners") state (i) with respect to an Event of Default, stating that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is purchase price to be paid pursuant to Section 10.5 or 11.1(b) determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner Partners shall notify the Submitting Partner of the name of the Receiving Partner‟s their appraiser. Upon appointment, the two appraisers shall agree be sworn to determine faithfully, faithfully and fairly and within forty-five days (45) day of the appointment of the second appraiser the fair market value price of each appropriate Partner's interest in the PropertyPartnership, or the assets attributable thereto. The Partners shall cooperate with, submit relevant information to, and meet with the appraisers as reasonably requested. The two appraisers shall afford the Submitting Partner and the Receiving Partner Partners the right to submit evidence with respect to such fair market value the price to be determined and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving PartnerPartners. If there is a variance equal to or less than ten percent in the higher of the two appraisals fair market prices determined by the two appraisers exceeds the lower appraisal by less than five percent (5%)appraisers, the average of the fair market values prices so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving PartnerPartners. If there is a variance of more than ten percent in the higher of fair market prices determined by the two appraisals exceeds the lower appraisal by more than five percent (5%)appraisers, the appraisers, within ten (10) days after both of the appraisers have made their determinations, shall appoint in writing a third appraiser and give written notice of such appointment to the Submitting Partner and the Receiving PartnerPartners. If the two appraisers shall fail to appoint or agree upon a third appraiser within the 10- ten day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner Partners if they so agree upon such third appraiser within a further period of ten (10) days. If any a third appraiser shall not be appointed or agreed upon within the time herein provided, either the Submitting Partner or the Receiving Partner Partners may apply to the appropriate court of the State of Texas for the appointment of such appraiserprocedure set forth in Section 12.2. The third appraiser shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Propertyquestion at issue. The third appraiser‟s appraiser's determination of value price shall be controlling unless it is higher (or lower lower) than the higher (or lower) determination of value price of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partners.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent for the Extension Term within the thirty (hereinafter referred to as 30) day period, then within ten days after the “Submitting Partner”expiration of the thirty (30) shallday period, in Landlord and Tenant each, at its cost and by giving notice to the other Partner (hereinafter referred to as other, shall appoint a competent and disinterested real estate appraiser with at least five years' full-time commercial appraisal experience in the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value geographical area of the Defaulting Partner‟s interest in Building to appraise and set the Partnership determined by Base Rent during the appraisal procedures set forth herein and Extension Term. If either Landlord or Tenant does not appoint an appraiser within ten days after the other party has given notice of the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of single appraiser appointed shall be the Ownership Interest is to be determined by sole appraiser and shall set the appraisal procedures set forth herein and Base Rent during the name of its appraiserExtension Term. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the If two appraisers are appointed by Landlord and T▇▇▇▇▇ as stated in this Section, they shall agree meet promptly and attempt to determine faithfully, fairly and within forty-five days (45) day of set the appointment of Base Rent for the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, within ten (10) days after both of the appraisers have made their determinations, shall appoint in writing a third appraiser and give written notice of such appointment to the Submitting Partner and the Receiving PartnerExtension Term. If the two appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the qualifications stated in this Section within ten days after the 10- last day period, the two appraisers are given to set the Base Rent. If they are unable to agree on a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within the time herein providedappraiser, either Landlord or Tenant, by giving ten days' notice to the Submitting Partner or the Receiving Partner may other, can apply to the appropriate court then president of the State real estate board of Texas Sonoma County, or to the presiding Judge of the Superior Court of Sonoma County, for the appointment selection of such the third appraiser who meets the qualifications stated in this Section. Landlord and Tenant each shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent (hereinafter referred to as including any periodic adjustments) for the “Submitting Partner”) shall, in its notice to subject Extended Term within the other Partner thirty (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option as set forth above, Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third the Marin County market area to appraise the fair market rental value of the Premises and set the initial Base Rent during said Extended Term. If either Landlord or Tenant does not appoint an appraiser within said ten (20) days, the single appraiser appointed shall be the sole appraiser and give written notice of such appointment shall set the Initial Base Rent during said Extended Term. If two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Submitting Partner and the Receiving PartnerInitial Base Rent for said Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the same qualifications within ten (20) days after the 10- last day periodthe two (2) appraisers are given to set the Initial Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then President of the State Real Estate Board or to the Presiding Judge of Texas the Superior Court of the county in which the Premises are located, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent for the Extension Term within the thirty (hereinafter referred to as 30) day period, then within fifteen (15) days after the “Submitting Partner”expiration of the thirty (30) shallday period, in Landlord and Tenant each, at its cost and by giving notice to the other Partner party, shall appoint a competent and disinterested real estate appraiser with at least five (hereinafter referred 5) years full-time commercial appraisal experience in area in which the Premises is located to as appraise and set the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have Base Rent during the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (45) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving PartnerExtension Term. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, either Landlord or Tenant does not appoint an appraiser within ten (10) days after both the other party has given notice of the appraisers have made their determinationsname of its appraiser, the single appraiser appointed shall appoint in writing a third be the sole appraiser and give written notice of such appointment shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and Tenant as stated in this section, they shall meet promptly and attempt to set the Submitting Partner and Base Rent for the Receiving PartnerExtension Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the qualifications stated in this section within ten (10) days after the 10- last day periodthe two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas for Santa Clar▇ County, or to the appointment Presiding Judge of such the Superior Court of Santa Clar▇ ▇▇▇nty for, the selection of a third appraiser who meets the qualifications stated in this section. Landlord and tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Lessor and Lessee are unable to Section 11.1 above agree on the Base Rent for the Extension Term within the sixty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4560) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationssixty (60) day period, Lessor and Lessee each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years' full-time commercial appraisal experience in writing the geographical area of the Building to appraise and set the Base Rent during the Extension Term. If either Lessor or Lessee does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Lessor and Lessee as stated in this paragraph, they shall meet promptly and attempt to set the Base Rent during the Extension Term. If two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall attempt to select a third appraiser and give written notice of such appointment meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) appraisers are given to set the Submitting Partner and the Receiving PartnerBase Rent. If they are unable to agree on the two appraisers shall fail to appoint third appraiser, either Lessor or agree upon a third appraiser within the 10- day periodLessee, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas the county in which the Building is located, or to the Presiding Judge of the Superior Court of the county in which the Building is located, for the appointment selection of such a third appraiser who meets the qualifications stated in this paragraph. Lessor and Lessee each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Lessor or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersLessee.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent for the Extended Term within the thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with par30.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third appraiser the market area to appraise the fair market rental value of the Premises and give written notice of such appointment to set the Submitting Partner and the Receiving PartnerBase Rent during said Extended Term. If the two appraisers shall fail to either Landlord or Tenant does not appoint or agree upon a third an appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of said ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent during said Extended Term. If any two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Base Rent for said Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall not be appointed or agreed upon attempt to select a third appraiser meeting the same qualifications within ten (10) days after the time herein providedlast day the two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then President of the State Real Estate Board of Texas Santa ▇▇▇▇▇ County or to the Presiding Judge of the Superior Court of Santa ▇▇▇▇▇ County, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one- half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Where the purchase price for the Interests(s) of any Partner requesting an appraisal being sold pursuant to this Article XX is to be determined, the Partners shall attempt to agree on such price for the Interest (the “FMV Price”), and if the Partners are unable to agree upon the FMV Price within 21 days after the Notice is given pursuant to Section 11.1 above 20.1 (hereinafter referred to as the “Submitting PartnerFMV Price Outside Date”) shall), in its notice the FMV Price shall be determined pursuant to this Section 20.5. For purposes of this Section 20.5, the FMV Price shall be the price at which a hypothetical unrelated willing buyer and seller, neither of which is under any compulsion to act, would agree to the other Partner (hereinafter referred purchase and sale of the Interest(s) at issue. 20.5.1 Each appraiser selected pursuant to as this Section 20.5 shall be an independent appraiser who is a member of the “Receiving Partner”) state (i) American Appraisal Institute with respect to an Event at least 10 years of Default, that it elects to have experience in appraising commercial real estate and who has within the fair last 2 years appraised office buildings having a market value of $50 million or more in one or more of the Defaulting Partner‟s interest in Target Markets (a “Qualified Appraiser”). 20.5.2 In the Partnership determined event the Partners cannot agree upon the FMV Price by the appraisal procedures set forth herein FMV Price Outside Date, then, within ten (10) days after the FMV Price Outside Date, the Partners, together, shall appoint a Qualified Appraiser (“Arbitrating Appraiser”) and shall upon such appointment submit to the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value Arbitrating Appraiser their respective determinations of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiserFMV Price. Within ten (10) days after its appointment and receipt of the written determination of FMV Price from each Partner, the Arbitrating Appraiser shall select, without modification or qualification, one of the two written determinations of the FMV Price submitted by the Partners as the FMV Price for the purposes of this Agreement. In the event that the Partners are unable to agree on a Qualified Appraiser to serve as the Arbitrating Appraiser in the specified 10-day period, then within 10 days after the end of that 10-day period, each Partner shall appoint a Qualified Appraiser and the 2 Qualified Appraisers so selected, within 5 days after both have been appointed, shall then select a Qualified Appraiser to serve as the Arbitrating Appraiser hereunder. If a Partner shall fail or refuse to deliver to the Arbitrating Appraiser its written determination of the FMV Price and such failure or refusal shall continue for 2 business days after written notice from the Submitting other Partner, then the Receiving Partner Qualified Appraiser shall notify be authorized to select the Submitting Partner of written determination submitted by the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (45) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving other Partner. If a Partner shall fail or refuse to appoint a Qualified Appraiser for the higher purpose of selecting an Arbitrating Appraiser (because the two appraisals determined Partners were unable to agree on an Arbitrating Appraiser as provided above), then the Qualified Appraiser appointed by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined other Partner shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, within ten (10) days after both of the appraisers have made their determinations, shall appoint in writing a third appraiser and give written notice of such appointment to the Submitting Partner and the Receiving Partner. If the two appraisers shall fail to appoint or agree upon a third appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within the time herein provided, either the Submitting Partner or the Receiving Partner may apply to the appropriate court of the State of Texas for the appointment of such appraiser. The third appraiser shall be sworn authorized to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersFMV Price.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree as to the amount of the Initial Fair Market Rent and Average Annual Percentage within the aforementioned fifteen (hereinafter referred 15) day period as evidenced by a written amendment to as this Lease executed by them, then, within ten (10)days after the “Submitting Partner”expiration of the fifteen (15) shallday period, in Landlord and Tenant shall each, at its sole cost and by giving notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) party, appoint a competent and disinterested real estate appraiser with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest membership in the Partnership determined by Appraisal Institute and M.A.I. designation and with at least five (5) years’ full-time commercial appraisal experience in the appraisal procedures set forth herein Menlo Park and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree Palo Alto areas to determine faithfully, fairly the Initial Fair Market Rent and within forty-five days (45) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving PartnerAverage Annual Percentage. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, either Landlord or Tenant does not appoint an appraiser within ten (10) days after both the other party has given notice of the appraisers have made their determinationsname of its appraiser, the single appraiser appointed shall be the sole appraiser and shall determine the Initial Fair Market Rent and Average Annual Percentage. If Landlord and Tenant as stated in this Section appoint in writing two (2) appraisers, they shall attempt to select a third appraiser and give written notice of such appointment to meeting the Submitting Partner and the Receiving Partner. If the two appraisers shall fail to appoint or agree upon a third appraiser qualifications stated in this Section within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within they are unable to agree on the time herein providedthird appraiser, either Landlord or Tenant, by giving ten (10) days’ notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then president of the State real estate board of Texas the county in which the Building is located, or to the Presiding Judge of the Superior Court of the county in which the Building is located, for the appointment selection of such a third appraiser who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent (hereinafter referred to as including any periodic adjustments) for the “Submitting Partner”) shall, in its notice to subject Extended Term within the other Partner thirty (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with (P)31.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full- time commercial appraisal experience in writing a third appraiser the Silicon Valley market area to appraise the fair market rental value of the Premises and give written notice of such appointment to set the Submitting Partner and the Receiving PartnerBase Rent (including periodic adjustments) during said Extended Term. If the two appraisers shall fail to either Landlord or Tenant does not appoint or agree upon a third an appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of said ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent (including periodic adjustments) during said Extended Term. If any two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Base Rent for said Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall not be appointed or agreed upon attempt to select a third appraiser meeting the same qualifications within ten (10) days after the time herein providedlast day the two (2) appraisers are given to set the Base Rent (including periodic adjustments). If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then President of the State Real Estate Board or to the Presiding Judge of Texas the Superior Court of the County in which the Premises are located, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half ( 1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the. Initial Base Rent for the Extended Term within the thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with (P)31.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third appraiser the market area to appraise the fair market rental value of the Premises and give written notice of such appointment to the Submitting Partner and the Receiving Partnerset the. Initial Base Rent during said Extended Term. If the two appraisers shall fail to either Landlord or Tenant does not appoint or agree upon a third an appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of said ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the initial Base Rent during said Extended Term. If any two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Initial Base Rent for said Extended Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall not be appointed or agreed upon attempt to select a third appraiser meeting the same qualifications within ten (10) days after the time herein providedlast day the two (2) appraisers are given to set the Initial Base Rent. If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then President of the State Real Estate Board of Texas Santa ▇▇▇▇▇ County or to the Presiding Judge of the Superior Court of Santa ▇▇▇▇▇ County, for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted In any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above (hereinafter referred to agree as the “Submitting Partner”) shall, in its notice to the other Partner Fair Market Rent within the aforementioned fifteen (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4515) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof period as evidenced by a written amendment to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined Lease executed by the two appraisers exceeds the lower appraisal by less than five percent (5%)them, the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisersthen, within ten (10) days after both the expiration of the appraisers have made their determinationsfifteen (15) day period, Landlord and Tenant each, at its cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with membership in writing the Appraisal Institute and M.A. I. designation and with at least five (5) years' full-time commercial appraisal experience in the Fremont area to appraise and set the monthly Base Rent during the Extension Term. If either Landlord or Tenant does not appoint an appraiser within ten (10) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the monthly Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and ▇▇▇▇▇▇ as stated in this Section, they shall attempt to select a third appraiser and give written notice of such appointment to meeting the Submitting Partner and the Receiving Partner. If the two appraisers shall fail to appoint or agree upon a third appraiser qualifications stated in this Section within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of ten (10) days. If any appraiser shall not be appointed or agreed upon within they are unable to agree on the time herein providedthird appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then president of the State real estate board of Texas the county in which the Building is located, or to the Presiding Judge of the Superior Court of the county in which the Building is located, for the appointment selection of such a third appraiser who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.

Selection of Appraisers. The Partner requesting an appraisal pursuant party to Section 11.1 above whom such notice is given shall have fifteen (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (1015) days after its the receipt of such notice from to designate a second appraiser by written notice to the Submitting Partnerparty who invoked the appraisal procedure. If no second appraiser is so designated, the Receiving Partner first appraiser shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiseract singly hereunder. Upon appointmentIf two appraisers have been designated in accordance with this Section, the two appraisers shall agree to determine faithfully, fairly and within forty-five have fifteen (15) days (45) day from the date of the appointment of notice designating the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right in which to submit evidence with respect attempt to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, within ten (10) days after both of the appraisers have made their determinations, shall appoint in writing agree on a third appraiser and give written notice of such appointment to the Submitting Partner and the Receiving Partnervaluation. If the two appraisers are unable to agree on a valuation within such fifteen (15) day period, then they shall have an additional period of fifteen (15) days thereafter to designate a third appraiser by written notice to both parties hereto. If the two appraisers designated by the parties fail to appoint or agree upon designate a third appraiser within the 10- required fifteen (15) day period, a then either party hereto may request that the President of the Washington Board of Realtors or any successor organization designate such third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon appraiser. If no such third appraiser is selected by said President within fifteen (15) days of a further period of ten written request, the first two appraisers shall have five (105) daysadditional days thereafter to attempt to select a third appraiser. If any appraiser shall the first two appraisers still have not be appointed or agreed upon within selected a third appraiser, the time herein provided, either the Submitting Partner or the Receiving Partner may apply to the appropriate court of the State of Texas for the appointment of such appraiser. The third appraiser first two appraisers shall be sworn to determine faithfully dismissed and fully, pursuant to the procedures set forth above, the fair market value process of the Property. The third appraiser‟s determination of value selecting appraisers shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property commenced again by the Partnership at its fair market value as determined designation of an appraiser by the appraisers pursuant hereto, taking into account the distribution priorities set forth first party who designated an appraiser in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnersaccordance with this Section.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable to Section 11.1 above agree on the Base Rent for the Extended Term within the thirty (hereinafter referred to as the “Submitting Partner”) shall, in its notice to the other Partner (hereinafter referred to as the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (4530) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shallperiod, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving Partner. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, then within ten (10) days after both the expiration of the appraisers have made their determinationsthirty (30) day period and provided that Tenant has timely exercised the subject renewal option in accordance with (P)32.b., Landlord and Tenant each at its own cost and by giving notice to the other party, shall appoint a competent and disinterested real estate appraiser with at least five (5) years full-time commercial appraisal experience in writing a third appraiser the Bel Marin Keys area of Novato California market area to appraise the fair market rental value of the Premises and give written notice of such appointment to set the Submitting Partner and Base Rent during the Receiving PartnerExtended Term. If the two appraisers shall fail to either Landlord or Tenant does not appoint or agree upon a third an appraiser within the 10- day period, a third appraiser shall be selected by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of said ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the Base Rent during the Extended Term. If any two (2) appraisers are appointed by Landlord and Tenant as stated herein, they shall meet promptly and attempt to set the Base Rent for said Extender Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall not be appointed or agreed upon attempt to select a third appraiser meeting the same qualifications within ten (10) days after the time herein providedlast day the two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, either Landlord or Tenant, by giving ten (10) days' notice to the Submitting Partner or the Receiving Partner may other party, can apply to the appropriate court then President of the State Real Estate Board. or to the Presiding Judge of Texas the Superior Court of the County in which the Premises are located for the appointment selection of such a third appraiser who meets the qualifications stated herein. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fullya person who has not previously acted in any capacity for either Landlord or Tenant, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other Partnerstheir affiliates.

Selection of Appraisers. The Partner requesting an appraisal pursuant If Landlord and Tenant are unable ----------------------- to Section 11.1 above agree on the Base Rent for the Extension Term within the thirty (hereinafter referred to as 30) day period, then within fifteen (15) days after the “Submitting Partner”expiration of the thirty (30) shallday period, in Landlord and Tenant each, at its cost and by giving notice to the other Partner party, shall appoint a competent and disinterested real estate appraiser with at least five (hereinafter referred 5) years full-time commercial appraisal experience in area in which the Premises is located to as appraise and set the “Receiving Partner”) state (i) with respect to an Event of Default, that it elects to have Base Rent during the fair market value of the Defaulting Partner‟s interest in the Partnership determined by the appraisal procedures set forth herein and the name of its appraiser, or (ii) with respect to a Withdrawal Event, that the fair market value of the Ownership Interest is to be determined by the appraisal procedures set forth herein and the name of its appraiser. Within ten (10) days after its receipt of such notice from the Submitting Partner, the Receiving Partner shall notify the Submitting Partner of the name of the Receiving Partner‟s appraiser. Upon appointment, the two appraisers shall agree to determine faithfully, fairly and within forty-five days (45) day of the appointment of the second appraiser the fair market value of the Property. The two appraisers shall afford the Submitting Partner and the Receiving Partner the right to submit evidence with respect to such fair market value and shall, with all possible speed, make their respective determinations in writing and give notice thereof to the Submitting Partner and the Receiving PartnerExtension Term. If the higher of the two appraisals determined by the two appraisers exceeds the lower appraisal by less than five percent (5%), the average of the fair market values so determined shall be controlling and shall be binding upon the Submitting Partner and the Receiving Partner. If the higher of the two appraisals exceeds the lower appraisal by more than five percent (5%), the appraisers, either Landlord or Tenant does not appoint an appraiser within ten (10) days after both the other party has given notice of the appraisers have made their determinationsname of its appraiser, the single appraiser appointed shall appoint in writing a third be the sole appraiser and give written notice of such appointment shall set the Base Rent during the Extension Term. If two (2) appraisers are appointed by Landlord and Tenant as stated in this section, they shall meet promptly and attempt to set the Submitting Partner and Base Rent for the Receiving PartnerExtension Term. If the two (2) appraisers are unable to agree within thirty (30) days after the second appraiser has been appointed, they shall fail attempt to appoint or agree upon select a third appraiser meeting the qualifications stated in this section within ten (10) days after the 10- last day periodthe two (2) appraisers are given to set the Base Rent. If they are unable to agree on the third appraiser, a third appraiser shall be selected either Landlord or Tenant, by the Submitting Partner and the Receiving Partner if they so agree upon such third appraiser within a further period of giving ten (10) days. If any appraiser shall not be appointed or agreed upon within ' notice to the time herein providedother party, either the Submitting Partner or the Receiving Partner may can apply to the appropriate court then president of the State real estate board of Texas for Santa ▇▇▇▇▇ County, or to the appointment Presiding Judge of such the Superior Court of Santa ▇▇▇▇▇ County for, the selection of a third appraiser who meets the qualifications stated in this section. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser appraiser, however selected, shall be sworn to determine faithfully and fully, pursuant to the procedures set forth above, the fair market value of the Property. The third appraiser‟s determination of value shall be controlling unless it is higher (a person who has not previously acted in any capacity for either Landlord or lower than the higher (or lower) determination of value of the original two appraisers, in which case such previous high (or low) determination shall be controlling and binding upon the Partners. The decision of the appraisers under this Section shall be final and binding on the Partners and shall be specifically enforceable in a court having jurisdiction. The fair market value of the Defaulting Partner‟s or Withdrawing Party‟s Ownership Interest shall be the amount such Partner would receive upon a sale of the Property by the Partnership at its fair market value as determined by the appraisers pursuant hereto, taking into account the distribution priorities set forth in Section 4.1 above, and after payment of all debts and liabilities of the Defaulting Partner or Withdrawing Partner to the Partnership or the other PartnersTenant.