Common use of Judicial Reference Clause in Contracts

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections (“CCP”), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170.

Judicial Reference. If and only if the jury trial waiver (a) The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 12.10 of this Agreement Agreement, but the California Supreme Court has held that pre-dispute Jury Trial Waivers not authorized by statute are unenforceable. This Reference Provision shall be applicable until: (i) the California Supreme Court holds that a pre-dispute Jury Trial Waiver provision similar to that set forth herein is invalidated for any reason by valid or enforceable; or (ii) the California Legislature enacts a court of statute which becomes law, statute or otherwise, authorizing pre-dispute Jury Trial Waivers of the reference provisions type set forth below shall be substituted in place of the jury trial waiver. So long herein and, as the jury trial waiver remains valida result, the reference provisions set forth in this Section shall be inapplicablesuch waivers become enforceable. 12.1 Each (b) Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, for purposes of this Section, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bankthe Loan Documents, any note executed by Borrower in favor of Bank a Swap Contract or any other document, instrument or agreement executed by between the Agent and the Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionthe Documents, venue for the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings reference proceeding shall be in the Superior Court or Federal District Court in the County or District where the real property, if any, is located or in a County or District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a temporary judgestatus and trial-setting conference within fifteen (15) days after the date of selection of the referee, as authorized (ii) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (e) The referee shall have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by laweither party upon seven (7) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. (f) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter shall be used at any hearing conducted before the referee, and the referee shall be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties shall equally share the cost of the referee and the court reporter at trial. (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California shall be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that shall be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision and pursuant to CCP §170644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure shall be resolved and determined by arbitration. The arbitration shall be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION SHALL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE DOCUMENTS.

Judicial Reference. If Buyer and only if Seller each prefer that any dispute between them be resolved in litigation subject to the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of lawherein, statute or otherwise, but the reference provisions set forth below shall be substituted in place of the California Supreme Court has held that such pre-dispute jury trial waiverwaivers are unenforceable. So long as This section will be applicable until: (a) the California Supreme Court holds that a pre-dispute jury trial waiver remains validprovision similar to that contained herein is valid or enforceable; or (b) the California legislature passes legislation and the governor of the State of California signs into law a statute authorizing plc-dispute jury trial waivers and as a result such waivers became enforceable. Accordingly, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, Buyer and Seller each knowingly and voluntarily agree that any civil action or proceeding involving a dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by tried solely through a judicial reference proceeding as provided in California in accordance with the provisions of Section sections 638 et seq. through 6452 of the California Code of Civil Procedure, or their successor sections Procedure CCCP”) and as described herein (the “CCPJudicial Reference”), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject . Buyer and Seller further realize that by agreeing to the reference proceeding. Except Judicial Reference as set forth provided in this sectionCCP sections 638 through 645.2, the parties waive will have waived their rights to trial by jury. Buyer and Seller each further agree that the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings referee shall be in the Superior Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge or Justice selected by mutual written agreement of the Court to serve as referee, and if they canparties. If the panics do not so agree within fifteen (15) days after the Claim Dateagree, the Presiding Judge referee shall be selected by the Trial Court. Buyer and Seller further agree that the filing of any law and motion hearings or the initiation of any hearings to obtain any form of a pre-judgment remedy shall not operate as a waiver of the Court (or his or her representative) shall promptly select the refereeparties’ right to trial solely through a Judicial Reference. A request for appointment of a referee may be heard on an ex parte or expedited basis, and Buyer and Seller agree that irreparable harm would result if ex pane relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, . The referee shall be required to determine all issues in accordance with existing case law and upon selection should take and subscribe the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the oath of office reference proceeding. The referee shall be empowered to enter equitable as provided well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for in Rule 244 of the California Rules of Court (summary judgment or any subsequently enacted Rule)summary adjudication. Each party The referee shall have one peremptory challenge issue a decision pursuant to CCP §170section 644 and the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order entered by the referee shall be fully appealable as provided by law. Buyer and Seller reserve the right to receive findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial, which new trial, if granted, is also to be a reference proceeding under this provision.

Judicial Reference. If Without limiting the Beneficiary’s right to conduct and only pursue any non-judicial proceeding/remedy permitted by applicable law, including a non-judicial trustee’s sale, if and to the jury trial waiver set forth in extent that Section 11 6.10 of this Agreement Deed of Trust is invalidated for any reason determined by a court of law, statute competent jurisdiction to be unenforceable or otherwise, is otherwise not applied by any such court the reference provisions set forth below Grantor hereby consents and agrees that (a) any and all disputes and litigation shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved heard by a reference proceeding in California referee in accordance with the general reference provisions of Section 638 et seq. of the California Code of Civil ProcedureProcedure Section 638, sitting without a jury in the county of the State where the Property is located, (b) such referee shall hear and determine all of the issues in any such dispute (whether of fact or of law), including issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8, including without limitation, entering restraining orders, entering temporary restraining orders, issuing temporary and permanent injunctions and appointing receivers, and shall report a statement of decision, provided that, if during the course of any dispute any party desires to seek such a “provisional remedy” but a referee has not been appointed, or their successor sections (“CCP”)is otherwise unavailable to hear the request for such provisional remedy, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether then such Claim is subject party may apply to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the County where county in which the real property, if any, Trust Premises is located for such provisional relief, and (c) pursuant to California Code of Civil Procedure Section 640(a), judgment may be entered upon the decision of such referee in the same manner as if the dispute had been tried directly by a court. The parties shall use their respective commercially reasonable and good faith efforts to agree upon and select such referee, provided that such referee must be a retired California state or in federal judge, and further provided that if the parties cannot agree upon a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreementreferee, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all by the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath presiding judge of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule)such Superior Court. Each party hereto acknowledges that this consent and agreement is a material inducement to enter into the Loan Documents and all other agreements and instruments provided for herein or therein, and that each will continue to be bound by and to rely on this consent and agreement in their related future dealings. Each party hereto further warrants and represents that it has reviewed this consent and agreement with legal counsel of its own choosing, or has had an opportunity to do so, and that it knowingly and voluntarily gives this consent and enters into this agreement having had the opportunity to consult with legal counsel. This consent and agreement is irrevocable, meaning that it may not be modified either orally or in writing, and this consent and agreement shall apply to any subsequent amendments, renewals, supplements, or modifications to this Deed of Trust or any other agreement or document entered into between the parties in connection with this Deed of Trust. In the event of litigation, this Deed of Trust may be filed as evidence of either or both parties’ consent and agreement to have one peremptory challenge pursuant to CCP §170.any and all disputes heard and determined by a referee under California Code of Civil Procedure Section 638. Grantor’s Initial:

Judicial Reference. If and only if the jury trial waiver (a) The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 11.7 of this Agreement Agreement, but the California Supreme Court has held that pre-dispute Jury Trial Waivers not authorized by statute are unenforceable. This Reference Provision shall be applicable until: (i) the California Supreme Court holds that a pre-dispute Jury Trial Waiver provision similar to that set forth herein is invalidated for any reason by valid or enforceable; or (ii) the California Legislature enacts a court of statute which becomes law, statute or otherwise, authorizing pre-dispute Jury Trial Waivers of the reference provisions type set forth below shall be substituted in place of the jury trial waiver. So long herein and, as the jury trial waiver remains valida result, the reference provisions set forth in this Section shall be inapplicablesuch waivers become enforceable. 12.1 Each (b) Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, for purposes of this Section, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bankthe Loan Documents, any note executed by Borrower in favor of Bank a Swap Contract or any other document, instrument or agreement executed by between the Bank and the Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionthe Documents, venue for the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings reference proceeding shall be in the Superior Court or Federal District Court in the County or District where the real property, if any, is located or in a County or District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a temporary judgestatus and trial-setting conference within fifteen (15) days after the date of selection of the referee, as authorized (ii) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (e) The referee shall have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by laweither party upon seven (7) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. (f) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter shall be used at any hearing conducted before the referee, and the referee shall be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties shall equally share the cost of the referee and the court reporter at trial. (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California shall be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that shall be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision and pursuant to CCP §170644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure shall be resolved and determined by arbitration. The arbitration shall be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION SHALL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE DOCUMENTS.

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 11.1 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 (a) Each controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank Agreement or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”)Document, other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections (“CCP”), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170170.6. Upon being selected, the referee shall (a) be requested to set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection and (b) if practicable, try any and all issues of law or fact and report a statement of decision upon them within ninety (90) days of the date of selection. The referee will have power to expand or limit the amount of discovery a party may employ. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644 in any court in the State of California having jurisdiction. The parties shall complete all discovery no later than fifteen (15) days before the first trial date established by the referee. The referee may extend such period in the event of a party’s refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to “priority” in conducting discovery. Either party may take depositions upon seven (7) days written notice, and shall respond to requests for production or inspection of documents within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. Pending appointment of the referee as provided herein, the Superior Court is empowered to issue temporary and/or provisional remedies, as appropriate. (b) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of all hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. Except for trial, all proceedings and hearings conducted before the referee shall be conducted without a court reporter unless a party requests a court reporter. The party making such a request shall have the obligation to arrange for and pay for the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties shall equally bear the costs of the court reporter at the trial and the referee’s expenses. (c) The referee shall determine all issues in accordance with existing California case and statutory law. California rules of evidence applicable to proceedings at law will apply to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that shall be binding upon the parties. At the close of the reference proceeding, the referee shall issue a single judgment at disposing of all the claims of the parties that are the subject of the reference. The parties reserve the right (i) to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee and (ii) to obtain findings of fact, conclusions of laws, a written statement of decision, and (iii) to move for a new trial or a different judgment, which new trial, if granted, shall be a reference proceeding under this provision. (d) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by the reference procedure herein described will be resolved and determined by arbitration conducted by a retired judge of the Court, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery as set forth in this Section shall apply to any such arbitration proceeding.

Judicial Reference. If and only if the jury trial waiver i. The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 of this Agreement is invalidated for any reason by a court of law23 herein, statute or otherwise, but the reference provisions set forth below shall be substituted in place of the California Supreme Court has held that such pre-dispute jury trial waiverwaivers are unenforceable. So long as This Section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains valid, provision similar to that contained in Section 23 herein is valid or enforceable; or (ii) the reference provisions set forth in this Section shall be inapplicableCalifornia Legislature passes legislation and the governor of the State of California signs into law a statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. 12.1 Each ii. Other than the exercise of provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real propertyLos Angeles County, if any, is located or in a County where venue is otherwise appropriate under state law California (the “Court”). iii. By mutual agreement, the parties The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. iv. The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change Amended and Restated Factoring and Security Agreement - ▇▇▇▇▇ Instruments Corp. in the time periods specified herein for good cause shown, to (a) set the matter for a temporary judgestatus and trial-setting conference within forty-five (45) days after the date of selection of the referee, as authorized (b) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. v. The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by laweither party upon ten (10) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within twenty (20) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. vi. Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. vii. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision pursuant to CCP §170Section 644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. viii. If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act Section 1280 through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. Amended and Restated Factoring and Security Agreement - ▇▇▇▇▇ Instruments Corp. ix. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT. Amended and Restated Factoring and Security Agreement - ▇▇▇▇▇ Instruments Corp. In Witness Whereof, the parties have set their hands and seals on the day and year first hereinabove written. FCC, LLC d/b/a First Capital Western Region, LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: Title: Senior Vice President ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Street Suite 3460 Los Angeles, California 90017 Attention: ▇▇▇▇▇ INSTRUMENTS CORP. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chief Executive Officer Client address & name for notice ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Email: Amended and Restated Factoring and Security Agreement - ▇▇▇▇▇ Instruments Corp. STATE OF CALIFORNIA ) ) SS: COUNTY OF ) On , 2012, before me, , Notary Public, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Signature of Notary) (Seal of Notary) Amended and Restated Factoring and Security Agreement - ▇▇▇▇▇ Instruments Corp.

Judicial Reference. If and only if the jury trial waiver 20.1 The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 of this Agreement is invalidated for any reason by a court of law19 herein, statute or otherwise, but the reference provisions set forth below shall be substituted in place of the California Supreme Court has held that such pre-dispute jury trial waiverwaivers are unenforceable. So long as This Section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains valid, provision similar to that contained in Section 19 herein is valid or enforceable; or (ii) the reference provisions set forth in this Section shall be inapplicableCalifornia Legislature passes legislation and the governor of the State of California signs into law a statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. 12.1 Each 20.2 Other than the exercise of provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real propertyLos Angeles County, if any, is located or in a County where venue is otherwise appropriate under state law California (the “Court”). By mutual agreement, the parties . 20.3 The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. 20.4 The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (a) set the matter for a temporary judgestatus and trial-setting conference within fifteen (15) days after the date of selection of the referee, as authorized (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. 20.5 The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by laweither party upon seven (7) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. 20.6 Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. 20.7 The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision pursuant to CCP §170Section 644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. 20.8 If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act Section 1280 through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. 20.9 THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.

Judicial Reference. If Buyer and only if Seller each prefer that any dispute between them be resolved in litigation subject to the jury trial waiver set forth in Section 11 of this Agreement herein, but the California Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. This section will be applicable until: (a) the California Supreme Court holds that a pre-dispute jury trail waiver provision similar to that contained herein is invalidated for any reason by a court of law, statute valid or otherwise, enforceable; or (b) the reference provisions set forth below shall be substituted in place California legislature passes legislation and the governor of the State of California signs into law a statute authorizing pre-dispute jury trial waiverwaivers and as a result such waivers become enforceable. So long as the jury trial waiver remains validAccordingly, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, Buyer and Seller each knowingly and voluntarily agree that any civil action or proceeding involving a dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by tried solely through a judicial reference proceeding as provided in California in accordance with the provisions of Section sections 638 et seq. through 645.2 of the California Code of Civil Procedure, or their successor sections Procedure ("CCP") and as described herein (the “CCPJudicial Reference”), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject . Buyer and Seller further realize that by agreeing to the reference proceeding. Except Judicial Reference as set forth provided in this sectionCCP sections 638 through 645.2, the parties waive will have waived their rights to trial by jury. Buyer and Seller each further agree that the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings referee shall be in the Superior Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge or justice selected by mutual written agreement of the Court to serve as referee, and if they canparties. If the parties do not so agree within fifteen (15) days after the Claim Dateagree, the Presiding Judge referee shall be selected by the Trial Court. Buyer and Seller further agree that the filing of any law and motion hearings or the initiation of any hearings to obtain any form of a pre-judgment remedy shall not operate as a waiver of the Court (or his or her representative) shall promptly select the refereeparties’ right to trial solely through a Judicial Reference. A request for appointment of a referee may be heard on an ex parte or expedited basis, and Buyer and Seller agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, . The referee shall be required to determine all issues in accordance with existing case law and upon selection should take and subscribe the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the oath of office reference proceeding. The referee shall be empowered to enter equitable as provided well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for in Rule 244 of the California Rules of Court (summary judgment or any subsequently enacted Rule)summary adjudication. Each party The referee shall have one peremptory challenge issue a decision pursuant to CCP §170section 644 and the referee's decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order entered by the referee shall be fully appealable as provided by law. Buyer and Seller reserve the right to receive findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial, which new trial, if granted, is also to be a reference proceeding under this provision.

Judicial Reference. If and only if the jury trial waiver (i) The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 of this Agreement is invalidated for any reason by a court of law15(h) herein, statute or otherwise, but the reference provisions set forth below shall be substituted in place of the California Supreme Court has held that such pre-dispute jury trial waiverwaivers are unenforceable. So long as This Section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains valid, the reference provisions set forth provision similar to that contained in this Section shall be inapplicable. 12.1 Each controversy, dispute 15(h) herein is valid or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal propertyenforceable; or (ii) the appointment California Legislature passes legislation and the governor of the State of California signs into law a receiver or statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. (ii) Other than the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law)aw), any controversy, dispute or claim (each, a "Claim") that are not settled in writing within fifteen (15) days after between the date on which a party subject parties arising out of or relating to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall this Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil ProcedureProcedure ("CCP"), or their successor sections (“CCP”)sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real propertyLos Angeles County, if any, is located or in a County where venue is otherwise appropriate under state law California (the “"Court”"). By mutual agreement, the parties . (iii) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (iv) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (a) set the matter for a temporary judgestatus and trial-setting conference within forty-five (45) days after the date of selection of the referee, as authorized (b) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (v) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party's failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to "priority" in conducting discovery, depositions may be taken by laweither party upon ten (10) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within twenty (20) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. (vi) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee's power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. (vii) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision pursuant to CCP §170Section 644 the referee's decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (viii) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act Section 1280 through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (ix) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.

Judicial Reference. If and only if the jury trial waiver (i) The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 of this Agreement is invalidated for any reason by a court of law15(h) herein, statute or otherwise, but the reference provisions set forth below shall be substituted in place of the California Supreme Court has held that such pre-dispute jury trial waiverwaivers are unenforceable. So long as This Section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains valid, provision similar to that contained in Section 15(h) herein is valid or enforceable; or (ii) the reference provisions set forth in this Section shall be inapplicableCalifornia Legislature passes legislation and the governor of the State of California signs into law a statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. 12.1 Each (ii) Other than the exercise of provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real propertyLos Angeles County, if any, is located or in a County where venue is otherwise appropriate under state law California (the “Court”). By mutual agreement, the parties . (iii) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (iv) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (a) set the matter for a temporary judgestatus and trial-setting conference within forty-five (45) days after the date of selection of the referee, as authorized (b) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (v) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by laweither party upon ten (10) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within twenty (20) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. (vi) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. (vii) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision pursuant to CCP §170Section 644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (viii) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act Section 1280 through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (ix) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 11.1 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 (a) Each controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank Agreement or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”)Ancillary Agreement, other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to this Agreement or any of the Loan Documents Ancillary Agreements gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections (“CCP”), which shall constitute the exclusive remedy for the resolution of any Claim concerning this Agreement or any of the Loan DocumentsAncillary Agreements, including whether such Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the Los Angeles County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the parties shall request that the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party Purchasers (acting together)) and the Companies (acting together) shall each have one peremptory challenge pursuant to CCP §§ 170.

Judicial Reference. If (a) Guarantors and only if the Agent prefer that any dispute among them be resolved in litigation subject to a jury trial waiver as set forth in Section 11 of this Agreement is invalidated for any reason by a court of lawthe Transaction Documents (defined below), statute or otherwise, but the reference provisions set forth below shall be substituted in place California Supreme Court has held that pre-dispute waivers of the right to a trial by jury trial waivernot authorized by statute are unenforceable. So long as This judicial reference provision will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains validprovision similar to that contained in the Transaction Documents is valid or enforceable; or (ii) the California Legislature enacts a statute which becomes law, authorizing pre-dispute jury trial waivers of the reference provisions set forth type in this Section shall be inapplicablethe Transaction Documents and, as a result, such waivers become enforceable. 12.1 Each controversy, dispute or claim (each, a “Claim”b) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other Other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or , (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) that are not settled among either or both Guarantors and Agent arising out of or relating to this Guaranty or any other document, instrument or agreement among either or both Guarantors and Agent (collectively in writing within fifteen (15) days after this Section, the date on which a party subject “Transaction Documents”), will be resolved, notwithstanding anything to the Loan Documents gives written notice to all other parties that a Claim exists (contrary contained in the “Claim Date”) shall be resolved Transaction Documents, by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth provided in Paragraph 17 of this sectionGuaranty or as otherwise provided in the Transaction Documents, venue for the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall reference proceeding will be in the Superior Court or Federal District Court in the County or District where the real property, if any, is located or in a County or District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen . (15c) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized retired Judge or Justice selected by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 mutual written agreement of the California Rules of Court (or any subsequently enacted Ruleapplicable Guarantor(s). Each party shall have one peremptory challenge pursuant to CCP §170.

Judicial Reference. If (a) Guarantor and only if the Agent prefer that any dispute between them be resolved in litigation subject to a jury trial waiver as set forth in Section 11 of this Agreement is invalidated for any reason by a court of lawthe Transaction Documents (defined below), statute or otherwise, but the reference provisions set forth below shall be substituted in place California Supreme Court has held that pre-dispute waivers of the right to a trial by jury trial waivernot authorized by statute are unenforceable. So long as This judicial reference provision will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains validprovision similar to that contained in the Transaction Documents is valid or enforceable; or (ii) the California Legislature enacts a statute which becomes law, authorizing pre-dispute jury trial waivers of the reference provisions set forth type in this Section shall be inapplicablethe Transaction Documents and, as a result, such waivers become enforceable. 12.1 Each controversy, dispute or claim (each, a “Claim”b) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other Other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or , (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) that are not settled between Guarantor and Agent arising out of or relating to this Guaranty or any other document, instrument or agreement between Guarantor and Agent (collectively in writing within fifteen (15) days after this Section, the date on which a party subject “Transaction Documents”), will be resolved, notwithstanding anything to the Loan Documents gives written notice to all other parties that a Claim exists (contrary contained in the “Claim Date”) shall be resolved Transaction Documents, by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth provided in Paragraph 17 of this sectionGuaranty or as otherwise provided in the Transaction Documents, venue for the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall reference proceeding will be in the Superior Court or Federal District Court in the County or District where the real property, if any, is located or in a County or District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of Guarantor and Agent. If Guarantor and Agent do not agree, the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and Guarantor and Agent agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) Guarantor and Agent agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (a) set the matter for a temporary judgestatus and trial-setting conference within fifteen (15) days after the date of selection of the referee, as authorized (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, neither Guarantor nor Agent shall be entitled to “priority” in conducting discovery, depositions may be taken by lawGuarantor and Agent upon seven (7) days written notice, and upon selection should take all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by Guarantor and subscribe Agent shall be submitted to the oath referee whose decision shall be final and binding. (f) Except as expressly set forth in this Guaranty, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, Guarantor and Agent will equally share the cost of the referee and the court reporter at trial. (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision and pursuant to CCP §170644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. Guarantor and Agent reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted) or if a reference procedure is not available to the parties for any reason, any dispute between Guarantor and Agent that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act § 1280 through § 1294.2 of the CCP as amended from time to time. (i) GUARANTOR AND AGENT RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, GUARANTOR AND AGENT EACH KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREE THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS GUARANTY OR THE OTHER TRANSACTION DOCUMENTS.

Judicial Reference. If and only if the jury trial waiver set forth (i) The parties prefer that any dispute between them be resolved in Section 11 of this Agreement is invalidated for any reason by litigation subject to a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long Jury Trial Waiver as the jury trial waiver remains valid, the reference provisions set forth in this Section shall Guaranty (“Jury Trial Waiver”), but the Jury Trial Waiver may not be inapplicableenforceable under certain circumstances. In the event the Jury Trial Waiver is not enforceable, the parties elect to proceed under this Reference Provision. 12.1 Each (ii) Other than (i) nonjudicial foreclosure of security interests in real or personal property and self-help remedies, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank Guaranty or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall Document will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionthe Guaranty, venue for the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall reference proceeding will be in the Superior Court or Federal District Court in the County where the real property, if any, is located or in a County District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (iii) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (iv) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644. (v) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party's failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding. (vi) Except as expressly set forth in this Section, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee's power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. (vii) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication . The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. The referee's decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (viii) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE AMONG THEM WHICH ARISES OUT OF OR IS RELATED TO THE GUARANTY.

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, dispute or claim (each, a “Claim”a) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other Other than (i) nonjudicial foreclosure and all matters in connection with nonjudicial foreclosure of therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim between the parties arising out of or relating to this Credit Agreement, any General Security Agreement executed by Borrower in favor of Bank or any Note executed by Borrower in favor of Bank (collectively in this Section 6.02, the "Agreement") that are which controversy, dispute or claim is not settled in writing within fifteen thirty (1530) days after the "CLAIM DATE" (defined as the date on which a party subject to the Loan Documents this Agreement gives written notice to all other parties that a Claim exists (the “Claim Date”) shall controversy, dispute or claim exists), will be resolved settled by a reference proceeding in California in accordance with the provisions of Section 638 et seqET SEQ. of the California Code of Civil Procedure, or their successor sections section (“"CCP”"), which shall constitute the exclusive remedy for the resolution settlement of any Claim controversy, dispute or claim concerning the Loan Documentsthis Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding. Except proceeding and except as set forth in this sectionabove, the parties waive the right their rights to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court in the County where the real propertyReal Property, if any, is located or in a Los Angeles County where venue is otherwise appropriate under state law if none (the “"Court”"). By mutual agreement, the parties The referee shall select be a retired Judge of the Court to serve as refereeselected by mutual agreement of the parties, and if they cannot so agree within fifteen forty-five (1545) days after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170Section 170.6. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the date of selection of the referee and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP Section 644 in any court in the State of California having jurisdiction. Any party may apply for a reference proceeding at any time after thirty (30) days following notice to any other party of the nature of the controversy, dispute or claim, by filing a petition for a hearing and/or trial. All discovery permitted by this Section 6.02 shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and request for production or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. Pending appointment of the referee as provided herein, the Superior Court is empowered to issue temporary and/or provisional remedies, as appropriate. (b) Except as expressly set forth in this Section 6.02, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of all hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter except that when any party so requests, a court reporter will be used at any hearing conducted before the referee. The party making such a request shall have the obligation to arrange for and pay for the court reporter. The costs of the court reporter at the trial shall be borne equally by the parties. (c) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject of the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties hereto expressly reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (d) In the event that the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by the reference procedure herein described will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge of the Court, in accordance with the California Arbitration Act, Section 1280 through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery as set forth hereinabove shall apply to any such arbitration proceeding. This Agreement is executed on behalf of the parties by duly authorized representatives as of April 6, 1998. IMPERIAL BANK ("BANK") By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ ----------------------------- ▇▇▇ ▇▇▇▇▇▇▇, Vice President Date: COLLATERAL THERAPEUTICS, INC. ("BORROWED") By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ----------------------------- Date: 4/30/98 ----------------------------- [LOGO] GENERAL SECURITY AGREEMENT IMPERIAL BANK (TANGIBLE AND INTANGIBLE PERSONAL PROPERTY) Member FDIC This Agreement is executed on APRIL 6, 1998, by COLLATERAL THERAPEUTICS, INC. (hereinafter called "Obligor"). In consideration of financial accommodations given, to be given, or continued, the Obligor grants to IMPERIAL BANK (hereinafter called "Bank") a security interest in (a) all property (i) delivered to Bank by Obligor, (ii) which shall be in Bank's possession or control in any matter or for any purpose, (iii) described below, (iv) now owned or hereafter acquired by Obligor of the type or class described below and/or any supplementary schedule hereto, or in any financing statement filed by Bank and executed by or on behalf of Obligor; (b) all deposits accounts of Obligor at Bank and (c) the proceeds, increase and products of such property, all accessions thereto, and all property which Obligor may receive on account of such collateral which Obligor will immediately deliver to Bank (collectively referred to as "Collateral") to secure payment and performance of all of Obligor's present or future debts or obligations to Bank, whether absolute or contingent (hereafter referred to as "Debt"). Unless otherwise defined, words used herein have the meanings given them in the California Uniform Commercial Code.

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, dispute or claim (each, a “Claim”a) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other Other than (i) nonjudicial foreclosure and all matters in connection with nonjudicial foreclosure of therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim between the parties arising out of or relating to this Credit Agreement, any General Security Agreement executed by Borrower in favor of Bank or any Note executed by Borrower in favor of Bank (collectively, in this Section 5.11, the "Agreement") that are which controversy, dispute or claim is not settled in writing within fifteen thirty (1530) days after the "CLAIM DATE" (defined as the date on which a party subject to the Loan Documents this Agreement gives written notice to all other parties that a Claim exists (the “Claim Date”) shall controversy, dispute or claim exists), will be resolved settled by a reference proceeding in California in accordance with the provisions of Section 638 et seqET SEQ. of the California Code of Civil Procedure, or their successor sections section (“"CCP”"), which shall constitute the exclusive remedy for the resolution settlement of any Claim controversy, dispute or claim concerning the Loan Documentsthis Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding. Except proceeding and except as set forth in this sectionabove, the parties waive the right their rights to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court in the County where the real propertyReal Property, if any, is located or in a San Diego County where venue is otherwise appropriate under state law if none (the “Court”"COURT"). By mutual agreement, the parties The referee shall select be a retired Judge of the Court to serve as refereeselected by mutual agreement of the parties, and if they cannot so agree within fifteen forty-five (1545) days after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170Section 170.6. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the date of selection of the referee and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered CREDIT AGREEMENT DECEMBER 5, 1997 pursuant to CCP Section 644 in any court in the State of California having jurisdiction. Any party may apply for a reference proceeding at any time after thirty (30) days following notice to any other party of the nature of the controversy, dispute or claim, by filing a petition for a hearing and/or trial. All discovery permitted by this Section 5.11 shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and request for production or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. Pending appointment of the referee as provided herein, the Superior Court is empowered to issue temporary and/or provisional remedies, as appropriate. CREDIT AGREEMENT DECEMBER 5, 1997 (b) Except as expressly set forth in this Section 5.11, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of all hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter except that when any party so requests, a court reporter will be used at any hearing conducted before the referee. The party making such a request shall have the obligation to arrange for and pay for the court reporter. The costs of the court reporter at the trial shall be borne equally by the parties. (c) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject of the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties hereto expressly reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (d) In the event that the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by the reference procedure herein described will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge of the Court, in accordance with the California Arbitration Act, Section 1280 through Section 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery as set forth hereinabove shall apply to any such arbitration proceeding.

Judicial Reference. If and only if the jury trial waiver set forth (a) The parties prefer that any dispute between them be resolved in Section 11 of this Agreement is invalidated for any reason by litigation subject to a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long Jury Trial Waiver as the jury trial waiver remains valid, the reference provisions set forth in this Section shall Agreement, the Notes or the other Loan Documents (“Jury Trial Waiver”), but the Jury Trial Waiver may not be inapplicableenforceable under certain circumstances. In the event the Jury Trial Waiver is not enforceable, the parties elect to proceed under this Reference Provision. 12.1 Each (b) Other than (i) nonjudicial foreclosure of security interests in real or personal property and self-help remedies, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank the Notes or any the other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionAgreement, the parties waive Notes or the right to initiate legal proceedings against each other concerning each such Claim. Venue Loan Documents, venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real property, if any, is located or in a County District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial- setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644. (e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party's failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding. (f) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee's power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication . The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. The referee's decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (i) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS.

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 12.1 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 (a) Each controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank Agreement or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”)Ancillary Agreement, other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to this Agreement or any of the Loan Documents Ancillary Agreements gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections (“CCP”), which shall constitute the exclusive remedy for the resolution of any Claim concerning this Agreement or any of the Loan DocumentsAncillary Agreements, including whether such Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the Los Angeles County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the parties shall request that the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party Purchasers (acting together)) and the Companies (acting together) shall each have one peremptory challenge pursuant to CCP §§ 170.

Judicial Reference. If The Governmental Lender and only if the Borrower hereby covenant the following: (a) The parties prefer that any dispute between them be resolved in litigation subject to a jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Borrower Loan Agreement, but the California Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. This Section shall will be inapplicableapplicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver provision similar to that contained in Section 8.8 of this Borrower Loan Agreement is valid or enforceable; or (ii) the California Legislature passes legislation and the governor of the State signs into law a statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. 12.1 Each (b) Other than the exercise of provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, ) unless waived by the parties Governmental Lender in writing. (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a temporary judgestatus and trial- setting conference within fifteen (15) days after the date of selection of the referee, as authorized by law(ii) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference, and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each good cause shown, no party shall have one peremptory challenge pursuant be entitled to CCP §170.“priority” in conducting discovery, depositions may be taken by either party upon seven

Judicial Reference. If and only if the The parties to this Agreement prefer that any dispute between or among them be resolved in litigation subject to a jury trial waiver as set forth in Section 11 of this Agreement is invalidated for any reason by 13.8. If, and only if, a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the pre-dispute jury trial waiver remains validof the type provided for in Section 13.8 is unenforceable in litigation to resolve any dispute, the reference provisions set forth in claim, cause of action or controversy under this Section shall be inapplicable. 12.1 Each controversy, dispute or claim Agreement (each, a “Claim”) between in the parties arising out venue where the Claim is being brought pursuant to the terms of or relating to this Agreement, then, upon the written request of any security agreement executed by Borrower in favor of Bankparty, such Claim, including, without limitation, any note executed by Borrower in favor and all questions of Bank law or any other documentfact relating thereto, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved determined exclusively by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections (“CCP”), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject to the judicial reference proceeding. Except as set forth otherwise provided in this sectionSection 13.12, the parties waive the right to initiate legal proceedings against each other concerning each venue for any such Claim. Venue for these proceedings reference proceeding shall be in the Superior Court state or federal court in the County where the real property, if any, is located or in a County District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the The parties shall select a single neutral referee, who shall be a retired Judge of state or federal judge. If the parties cannot agree upon a referee within *****, the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select appoint the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed report a statement of decision to sit as the Court. Notwithstanding the foregoing, nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral or obtain provisional remedies (including, without limitation, requests for temporary restraining orders, preliminary injunctions, writs of possession, writs of attachment, appointment of a temporary judgereceiver, with or any orders that a court may issue to preserve the status quo, to prevent irreparable injury). The parties shall bear the fees and expenses of the referee equally unless the referee orders otherwise. The referee also shall determine all issues relating to the powers for a temporary judgeapplicability, as authorized by lawinterpretation, and upon selection should take and subscribe to the oath enforceability of office as provided for in Rule 244 of the California Rules of Court (or this Section 13.9. The parties acknowledge that any subsequently enacted Rule). Each party shall have one peremptory challenge Claim determined by reference pursuant to CCP §170.this Section 13.9 shall not be adjudicated by a jury. Section 13.10 WAIVER WITH RESPECT TO DAMAGES. EACH PARTY ACKNOWLEDGES THAT NO PARTY HAS ANY FIDUCIARY RELATIONSHIP WITH, OR FIDUCIARY DUTY TO, ANY OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER FUNDAMENTAL DOCUMENT AND THE RELATIONSHIP BETWEEN THE PARTIES IN CONNECTION HEREWITH IS SOLELY THAT OF INDEPENDENT CONTRACTORS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY SHALL ASSERT, AND EACH PARTY HEREBY WAIVES, ANY CLAIMS AGAINST ANY OTHER PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS REVENUE PARTICIPATION PURCHASE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. Section 13.11

Judicial Reference. If and only if The parties each prefer that any dispute between them be resolved in litigation subject to the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of lawherein, statute or otherwise, but the reference provisions set forth below shall be substituted in place of the California Supreme Court has held that such pre-dispute jury trial waiverwaivers are unenforceable. So long as This section will be applicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver remains validprovision similar to that contained herein is valid or enforceable; or (ii) the California legislature passes legislation and the governor of the State of California signs into law a statute authorizing pre-dispute jury trial waivers and as a result such waivers become enforceable. Accordingly, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, parties each knowingly and voluntarily agree that any civil action or proceeding involving a dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by tried solely through a judicial reference proceeding as provided in California in accordance with the provisions of Section sections 638 et seq. through 645.2 of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding. Except ) and as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law described herein (the “CourtJudicial Reference”). By mutual agreementThe Parties each further realize that by agreeing to Judicial Reference as provided in CCP sections 638 through 645.2, the Parties each will have waived their rights to trial by jury. The parties each further agree that the referee shall select be a retired Judge judge or justice selected by mutual written agreement of the Court to serve as referee, and if they canparties. If the parties do not so agree within fifteen (15) days after the Claim Dateagree, the Presiding Judge referee shall be selected by the trial court. The parties each further agree that the filing of any law and motion hearings or the initiation of any hearings to obtain any form of a pre-judgment remedy shall not operate as a waiver of the Court (or his or her representative) shall promptly select the refereeparties’ right to trial solely through a Judicial Reference. A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties each agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, . The referee shall be required to determine all issues in accordance with existing case law and upon selection should take and subscribe the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the oath of office reference proceeding. The referee shall be empowered to enter equitable as provided well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for in Rule 244 of the California Rules of Court (summary judgment or any subsequently enacted Rule)summary adjudication. Each party The referee shall have one peremptory challenge issue a decision pursuant to CCP §170section 644 and the referee’s decision shall be entered by the court as a judgment or an order in the same manner as if the action had been tried by the court. The final judgment or order entered by the referee shall be fully appealable as provided by law. The parties each reserve the right to receive findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial, which new trial, if granted, is also to be a reference proceeding under this provision.

Judicial Reference. If All disputes and only if the jury trial waiver set forth in Section 11 of claims arising under this Agreement is invalidated for any reason by a court of lawArticle 8, statute whether relating to its interpretation, application, enforcement or otherwisebreach, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved heard by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the Monterey County Superior Court pursuant to California Code of Civil ProcedureProcedure Section 638, or their successor sections (“CCP”)et seq., which shall constitute and no Event of Default by Developer may be based solely on a matter that is the exclusive remedy for subject of such a dispute unless the resolution Developer fails to strictly perform any term of any Claim concerning resulting award or decision in favor of City within five (5) business days after written notice from City. The parties shall have the Loan Documentsrights of discovery and appeal provided by California Code of Civil Procedure Section 638, including whether such Claim is subject to the et seq. For all judicial reference proceeding. Except as set forth in proceedings under this sectionAgreement, the parties waive City Manager and the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings Developer shall be in the Superior Court in the County where the real propertyagree upon a single referee who shall try all issues, if any, is located whether of fact or in a County where venue is otherwise appropriate under state law (the “Court”). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law, and upon selection should take report a finding and subscribe judgment thereon and issue all legal and equitable relief appropriate under the circumstances before him or her. If the City and Developer are unable to agree on a referee within ten (10) days of a written request to do so by either Party hereto, either Party may seek to have one appointed pursuant to California Code of Civil Procedure Section 640. The cost of such proceeding shall initially be borne equally by the oath of office as provided for Parties, but shall ultimately be borne by the Party who does not prevail. In addition, the prevailing Party in Rule 244 the judicial reference and in any subsequent legal proceeding shall be entitled to have its reasonable attorneys’ fees and out-of-pocket costs paid by the non-prevailing Party. Any referee selected pursuant to this section shall be considered a temporary judge appointed pursuant to Article 6, Section 21 of the California Rules of Court (or any subsequently enacted Rule)Constitution. Each party shall have one peremptory challenge pursuant to CCP §170.NOTICE: BY INITIALING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED WITHIN THE SCOPE OF THE JUDICIAL REFERENCE PROVISION ABOVE DECIDED BY A NEUTRAL REFEREE AS PROVIDED BY CALIFORNIA LAW, AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL WITH RESPECT TO THE MATTERS SUBJECT TO JUDICIAL REFERENCE, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE JUDICIAL REFERENCE PROVISION. IF YOU REFUSE TO SUBMIT TO JUDICIAL REFERENCE AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO SUBMIT UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS JUDICIAL REFERENCE PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE JUDICIAL REFERENCE PROVISION TO A NEUTRAL REFEREE. Developer’s Initials City’s Initials

Judicial Reference. If and only if the jury trial waiver set forth (a) The parties prefer that any dispute between them be resolved in Section 11 of this Agreement is invalidated for any reason by litigation subject to a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long Jury Trial Waiver as the jury trial waiver remains valid, the reference provisions set forth in this Section shall Agreement, the Notes or the other Loan Documents (“Jury Trial Waiver”), but the Jury Trial Waiver may not be inapplicableenforceable under certain circumstances. In the event the Jury Trial Waiver is not enforceable, the parties elect to proceed under this Reference Provision. 12.1 Each (b) Other than (i) nonjudicial foreclosure of security interests in real or personal property and self-help remedies, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank the Notes or any the other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionAgreement, the parties waive Notes or the right to initiate legal proceedings against each other concerning each such Claim. Venue Loan Documents, venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real property, if any, is located or in a County District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial- setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644. (e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding. (f) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication . The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. The referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (h) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT, THE NOTES OR THE OTHER LOAN DOCUMENTS.

Judicial Reference. If and only if the jury trial waiver (i) The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 11 10.10(a) of this Agreement Agreement, but the California Supreme Court has held that pre-dispute Jury Trial Waivers not authorized by statute are unenforceable. This Reference Provision shall be applicable until: (A) the California Supreme Court holds that a pre-dispute Jury Trial Waiver provision similar to that set forth herein is invalidated for any reason by valid or enforceable; or (B) the California Legislature enacts a court of statute which becomes law, statute or otherwise, authorizing pre-dispute Jury Trial Waivers of the reference provisions type set forth below shall be substituted in place of the jury trial waiver. So long herein and, as the jury trial waiver remains valida result, the reference provisions set forth in this Section shall be inapplicablesuch waivers become enforceable. 12.1 Each (ii) Other than (A) nonjudicial foreclosure of security interests in real or personal property, (B) the appointment of a receiver or (C) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, for purposes of this Section, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bankthe Loan Documents, any note executed by Borrower in favor of Bank a Swap Agreement or any other document, instrument or agreement executed by between the Bank and the Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil ProcedureCCP, or their successor sections (“CCP”)sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionthe Documents, venue for the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings reference proceeding shall be in the Superior Court in the County where the real property, if any, is located or in a County or District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (iii) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (iv) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (A) set the matter for a temporary judgestatus and trial-setting conference within fifteen (15) days after the date of selection of the referee, as authorized (B) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (C) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (v) The referee shall have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by laweither party upon ten (10) days written notice, and upon selection should take and subscribe all other discovery shall be responded to within twenty (20) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the oath referee whose decision shall be final and binding. (vi) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of office as provided for in Rule 244 hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the California Rules reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter shall be used at any hearing conducted before the referee, and the referee shall be provided a courtesy copy of Court (or any subsequently enacted Rule)the transcript. Each The party making such a request shall have one peremptory challenge the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties shall equally share the cost of the referee and the court reporter at trial. (vii) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California shall be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that shall be binding on the parties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision and pursuant to CCP §170644 the referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The final judgment or order or from any appealable decision or order entered by the referee shall be fully appealable as provided by law. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (viii) If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure shall be resolved and determined by arbitration. The arbitration shall be conducted by a retired judge or Justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

Judicial Reference. If and only if the jury trial waiver set forth (i) The parties prefer that any dispute between them be resolved in Section 11 of this Agreement is invalidated for any reason by litigation subject to a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long Jury Trial Waiver as the jury trial waiver remains valid, the reference provisions set forth in this Section shall Agreement (“Jury Trial Waiver”), but the Jury Trial Waiver may not be inapplicableenforceable under certain circumstances. In the event the Jury Trial Waiver is not enforceable, the parties elect to proceed under this Reference Provision. 12.1 Each (ii) Other than (i) nonjudicial foreclosure of security interests in real or personal property and self-help remedies, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth otherwise provided in this sectionAgreement, the parties waive Notes or the right to initiate legal proceedings against each other concerning each such Claim. Venue Loan Documents, venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real property, if any, is located or in a County District where venue is otherwise appropriate under state applicable law (the “Court”). By mutual agreement, the parties . (iii) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized provided by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (iv) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (b) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive, and judgment shall be entered pursuant to CCP §644. (v) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

Judicial Reference. If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 12.1 Each controversy, dispute or claim (each, a “"Claim”") between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank Agreement or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”)Document, other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “"Claim Date”") shall be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections (“"CCP”"), which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in the Superior Court in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the “"Court”"). By mutual agreement, the parties shall select a retired Judge of the Court to serve as referee, and if they cannot so agree within fifteen (15) days after the Claim Date, the Presiding Judge of the Court (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170ss.170.

Judicial Reference. If and only if The Borrower hereby covenants the following: (a) The Borrower prefers that any dispute involving it be resolved in litigation subject to a jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Borrower Loan Agreement, but the California Supreme Court has held that such pre-dispute jury trial waivers are unenforceable. This Section shall 8.9 will be inapplicableapplicable until: (i) the California Supreme Court holds that a pre-dispute jury trial waiver provision similar to that contained in Section 8.8 of this Borrower Loan Agreement is valid or enforceable; or (ii) the California Legislature passes legislation and the governor of the State signs into law a statute authorizing pre- dispute jury trial waivers and as a result such waivers become enforceable. 12.1 Each (b) Other than the exercise of provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law) that are not settled in writing within fifteen (15) days after the date on which a party subject to the Loan Documents gives written notice to all other parties that a Claim exists (the “Claim Date”) shall Agreement will be resolved by a reference proceeding in California in accordance with the provisions of Section 638 et seq. of the California Code of Civil Procedure, or their successor sections Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim concerning the Loan DocumentsClaim, including whether such the Claim is subject to the reference proceeding. Except as set forth in this section, the parties waive the right to initiate legal proceedings against each other concerning each such Claim. Venue for these proceedings shall the reference proceeding will be in the Superior Court or Federal District Court in the County where the real propertySanta ▇▇▇▇▇ County, if any, is located or in a County where venue is otherwise appropriate under state law California (the “Court”). By mutual agreement, ) unless waived by the parties Governmental Lender in writing. (c) The referee shall select be a retired Judge or Justice selected by mutual written agreement of the Court to serve as refereeparties. If the parties do not agree, and if they cannot so agree within fifteen (15) days after the Claim Date, referee shall be selected by the Presiding Judge of the Court (or his or her representative) shall promptly select the referee). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, with all the powers provided by law. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a temporary judgestatus and trial- setting conference within fifteen (15) days after the date of selection of the referee, as authorized by law(ii) if practicable, try all issues of law or fact within ninety (90) days after the date of the conference, and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. (e) The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each good cause shown, no party shall have one peremptory challenge pursuant be entitled to CCP §170.“priority” in conducting discovery, depositions may be taken by either party upon seven