Common use of Arbitration and Waiver of Jury Trial Clause in Contracts

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. This section does not limit the right of the Borrower to the Lender to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section Section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Guaranty Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Guaranty Agreement (collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Administrative Agent involved in the servicing, management or administration of the Obligations or any other obligation described in this Guaranty Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. (b) At the request of the Borrower or the Bankany party to this Guaranty Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Guaranty Agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionSection. In the event of any inconsistency, the terms of this section Section shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Administrative Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralconducted, unless otherwise required by law, in Texasthe State of California. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementGuaranty Agreement. F. (f) This section Section does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS GUARANTY AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS GUARANTY AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or Agreement (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in TexasCalifornia. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, both the Borrower and the Bank must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The Borrower and the Bank will designate a referee (or a panel of referees) selected under the auspices of JAMS in the same manner as arbitrators are selected in JAMS administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or the presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of the Borrower or the Bank, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section Section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement (collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Lender involved in the servicing, management or administration of the Obligations or any other obligation described in this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. (b) At the request of the Borrower or the Bankany party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Arbitration Act"”). The Arbitration Act will apply even though this Agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Arbitration Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionSection. In the event of any inconsistency, the terms of this section Section shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Lender may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralconducted, unless otherwise required by law, in Texasthe State of California. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section Section does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, ; or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. This section does not limit the right of the Borrower to the Lender to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this Agreement. B. (b) At the request of the Borrower or the Bankany party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider or arbitration or (ii) enforce any provision of this arbitration clause, any party to this Agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this Agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not no limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimClaim to the maximum extent they may legally do so under applicable California law. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral Collateral for this credit is located or if there is no such collateralCollateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateralCollateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. This section concerns XXXXXXXX and XXXXXX agree that the resolution of any controversies or claims between the Borrower and/or any Guarantor transactions contemplated by, and the Lenderoccurring under, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with involve “commerce” under the Federal Arbitration Act (Title 9”FAA”)( §U.S.C. §§1 et. seq.). Any and all disputes, U. S. Codecontroversies or claims (collectively, “claims” or “claim”), whether preexisting, present or future, between the BORROWER and LENDER, or between BORROWER and any of LENDER’s officers, directors, employees, agents, affiliates, or shareholders, arising out of or related to this Agreement (save and except the LENDER’s right to enforce the BORROWER’s payment obligations in the event of default, by judicial or other process, including self-help repossession) shall be decided by binding arbitration under the FAA. Any and all claims subject to arbitration hereunder, asserted by any party, will be resolved by an arbitration proceeding which shall be administered by the American Arbitration Association under its Commercial Arbitration Rules (the "Act"“Arbitration Rules”), as presently published and existing. The Act will apply even though this Agreement provides However, in the event that it is governed BORROWER initiates arbitration, BORROWER shall pay the first $125.00 of the filing fee required by the law of a specified state. C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS")Rules, and LENDER will pay the terms remaining amount of this sectionsuch fee, as well as any required deposit. In the event of any inconsistencyLENDER initiates arbitration, LENDER shall pay the terms of this section shall control. D. The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days entire amount of the demand for arbitration filing fee and close within 90 days of commencement and any required deposit. The parties agree to be bound by the award decision of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning issue as to whether this Agreement is subject to arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s)arbitrator. The arbitrator(s) shall have This agreement to arbitrate will survive the power to award legal fees pursuant to the terms termination of this agreementAgreement. F. This section does not limit the right of the Borrower to the Lender to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. (f) The Guarantor Merger occurred without the prior written consent of Bank which is an Event of Default under Section 6.16 of the Loan Agreement. NOTICE OF FINAL AGREEMENT:Bank hereby waives such Event of Default and any resulting cross default under Section 6.17 of the Loan Agreement caused by the Guarantor Merger (the “Waived Defaults”).

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the or Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: to (i) this Agreement Note (including any renewals, extensions or modifications); , or (ii) any document related to this Agreement; and/or Note (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this Note. B. At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement Note provides that it is governed by the law of a specified state. C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("“JAMS"”), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. This section does not limit the right of the Borrower to the Lender to or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreementagreement. NOTICE OF FINAL AGREEMENT:Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section Section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Guaranty Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Guaranty Agreement (collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Administrative Agent involved in the servicing, management or administration of the Obligations or any other obligation described in this Guaranty Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. (b) At the request of the Borrower or the Bankany party to this Guaranty Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Guaranty Agreement provides that it is governed by 71006552_3 the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionSection. In the event of any inconsistency, the terms of this section Section shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Administrative Agent may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralconducted, unless otherwise required by law, in Texasthe State of California. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementGuaranty Agreement. F. (f) This section Section does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS GUARANTY AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS GUARANTY AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. This section does not limit the right of the Borrower to the Lender to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By: __________________________________ By: __________________________________ Xxxxxxx X. Xxxxxx, President and Xxx Xxxxxxx, President Chief Executive Officer Corpus Christi Region This Compliance Certificate is delivered pursuant to Section 4-C(viii) of the Loan Agreement ("Loan Agreement") dated May 1, 2002 between TOR MINERALS INTERNATIONAL, INC. ("Borrower") and by BANK OF AMERICA, N.A. ("Lender"). Words which are capitalized herein which are defined in said Loan Agreement shall have the same meanings specified in the Loan Agreement. The undersigned, on behalf of the Borrower, hereby certifies and warrants pursuant to Section 4-B(i), (ii) and (iii) of the Loan Agreement, as follows: 1. The undersigned is authorized to make this certificate on behalf of the Borrower. 2. As of ____________________, 20_____:

Arbitration and Waiver of Jury Trial. A. (a) This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the or Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: to (i) this Agreement Note (including any renewals, extensions or modifications); , or (ii) any document related to this Agreement; and/or Note (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this Note. B. (b) At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement Note provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. (d) The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section does not limit the right of the Borrower to the Lender to or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreementagreement. NOTICE OF FINAL AGREEMENT:Exhibit A-2-4

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMSAAA"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: to (i) this Agreement (including any renewals, extensions or modifications); , or (ii) any document related to this Agreement; and/or Agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission Affiliate of Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tort. B. evidenced by this agreement. At the request of the Borrower or the Bankany party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. . Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. . The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. . The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. . This section does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. . The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and binding. H. Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralconducted, unless otherwise required by law, in TexasLos Angeles, California. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. This section does not limit the right of the Borrower to the Lender to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TOR MINERALS INTERNATIONAL, INC. BANK OF AMERICA, N.A. By: _____________________________ Xxxxxxx X. Xxxxxx, President and Chief Executive Officer By: __________________________________ Xxx Xxxxxxx, President Corpus Christi Region This Borrowing Base Certificate is delivered pursuant to Section 2-B of the Loan Agreement ("Loan Agreement) dated May 1, 2002 between Tor Minerals International, Inc., ("Borrower") and by Bank of America, N.A. ("Lender"). Words which are capitalized herein which are defined in said Loan Agreement shall have the same meanings specified in the Loan Agreement. The undersigned hereby certifies that the following amounts and statements are true and correct, as of _________________, 20____. 1. Eligible Accounts Receivable ($____________ x 80%) $ _______________ 2. Eligible Inventory ($__________ x 25%--not to exceed $500,000 as indicated by the price quoted in "Industrial Minerals) + _______________

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.” (n) The following Section 10.18 is hereby added to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Loan Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralNashville, in TexasTennessee. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s(g) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement Guaranty (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or Guaranty (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower Guarantor or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. United States Code) (the "Act"). The Act will apply even though this Agreement Guaranty provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit Guaranty or the Bank office originating the Indebtedness guaranteed by this Guaranty is located or if there is no such collateral, in Texaslocated. All Claims shall be determined by one arbitrator; however, if Claims exceed the Claim is in excess of Five Million U.S. Dollars ($5,000,000), upon the request of any party, the Claims Claim shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement commencement, and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementGuaranty. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to Guarantor or Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; , (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; , (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proceedingsproposed submission to arbitration, any discovery arises from or relates to an obligation to Bank secured by real property located in California. In this case, both Guarantor and all evidence presented. The award Bank must consent to submission of the arbitrator(s) shall be final and binding. H. By agreeing Claim to binding arbitration. If both parties do not consent to arbitration, the parties irrevocably Claim will be resolved as follows: Guarantor and voluntarily waive any right they may have to Bank will designate a trial by jury referee (or a panel of referees) selected under the auspices of J.A.M.S. in respect to any Claim. Furthermore, without intending the same manner as arbitrators are selected in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:J.A.M.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the or Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: to (i) this Agreement Note (including any renewals, extensions or modifications); , or (ii) any document related to this Agreement; and/or Note (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tort. B. evidenced by this Note. At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement Note provides that it is governed by the law of a specified state. C. . Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. . The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. . The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. . This section does not limit the right of the Borrower to the Lender to or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. . The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and binding. H. Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreementagreement. NOTICE OF FINAL AGREEMENT: THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ Date: December 21, 2004 [X] Renewal Amount: $581,858.93 Maturity Date: May 1, 2007 Lender: Bank of America, N.A. 000 Xxxxxxxxx, 0xx xxxxx Xxxxxxx, Xxxxx 00000 Borrower: Tor Minerals International, Inc. 000 Xxxxxxxx Xxxxxx P. X. Xxx 0000 Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000 FOR VALUE RECEIVED, the undersigned Borrower unconditionally promises to pay to the order of Lender, its successors and assigns, without setoff, at its offices indicated at the beginning of this Note or at such other place as may be designated by Lender, the principal amount of Five Hundred Eighty-One Thousand Eight Hundred Fifty-Eight and 93/100 Dollars ($581,858.93) or so much thereof as may be advanced from time to time in immediately available funds, together with interest computed daily on the outstanding principal balance hereunder, at an annual interest rate, and in accordance with the payment schedule, indicated below. Rate . The interest rate shall be 5.2% per annum, fixed until maturity. Usury Savings Clause . Notwithstanding any provision of this Note, Lender does not intend to charge and Borrower shall not be required to pay any amount of interest or other charges in excess of the maximum permitted by applicable law. Borrower and Lender agree that the total amount of interest contracted for, charged, collected or received by Lender under this Agreement shall not exceed the Maximum Lawful Rate (as defined in the Loan Agreement defined below). To the extent, if any, that Chapter 303 of the Texas Finance Code (the "Finance Code") is relevant to Lender for purposes of determining the Maximum Lawful Rate, the parties elect to determine the Maximum Lawful Rate under the Finance Code pursuant to the "weekly ceiling" from time to time in effect, as referred to and defined in Section 303.001-303.016 of the Finance Code; subject, however, to any right Lender subsequently may have under applicable law to change the method of determining the Maximum Lawful Rate. Accrual Method. Unless otherwise indicated, interest at the Rate set forth above will be calculated by the 365/360 day method (a daily amount of interest is computed for a hypothetical year of 360 days; that amount is multiplied by the actual number of days for which any principal is outstanding hereunder). Rate Change Date . Any Rate based on a fluctuating index or base rate will change, unless otherwise provided, each time and as of the date that the index or base rate changes.

Arbitration and Waiver of Jury Trial. A. This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: : (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iiicollectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Lender involved in the servicing, management or administration of any obligation described or evidenced by this agreement. SAMPLE (a) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (b) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Lender may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (c) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within ninety 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (d) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (e) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (f) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Lender secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (g) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or Agreement (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a “Claim”). B. (b) At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. United States Code) (the "“Act"”). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMS"“J.A.M.S.”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit the Bank office originating the Indebtedness of the Borrower hereunder is located or if there is no such collateral, in Texaslocated. All Claims shall be determined by one arbitrator; however, if Claims exceed the Claim is in excess of Five Million U.S. Dollars ($5,000,000), upon the request of any party, the Claims Claim shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement commencement, and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; , (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; , (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property located in California. In this case, both the Borrower and the Bank must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The Borrower and the Bank will designate a referee (or a panel of referees) selected under the auspices of J.A.M.S. in the same manner as arbitrators are selected in J.A.M.S. administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or the presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of the Borrower or the Bank, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claimclaim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claimclaim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section Section 8.4 concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement (collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Bank involved in the servicing, management or administration of any obligation described or evidenced by this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. (b) At the request of the Borrower or the Bankany party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionSection 8.4. In the event of any inconsistency, the terms of this section Section 8.4 shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this Agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section Section 8.4 does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (h) Any arbitration or trial by a judge of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). Regardless of anything else in this section Section 8.4, the validity and effect of the Class Action Waiver may be determined only by a court and not by an arbitrator. The parties to this Agreement acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the parties and is nonseverable from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided or found unenforceable, then the parties’ agreement to arbitrate shall be irrevocable null and are enforceable by specific performance. All parties agree void with respect to maintain such proceeding, subject to the confidentiality right to appeal the limitation or invalidation of the proceedings, any discovery and all evidence presentedClass Action Waiver. The award of the arbitrator(s) shall parties acknowledge and agree that under no circumstances will a class action be final and bindingarbitrated. H. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This waiver of jury trial shall remain in effect even if the Class Action Waiver is limited, voided or found unenforceable. WHETHER THE CLAIM IS DECIDED BY ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE TO THE EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower Guarantor or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe State of Maryland. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to Guarantor or the Lender to to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:non-

Arbitration and Waiver of Jury Trial. A. This section Section 7.12 concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor Company and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Loan Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Loan Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. collectively a "Claim"). At the request of the Borrower Company or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Loan Agreement provides that it is governed by the law of a specified state. C. . Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section Section shall control. D. . The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralWest Palm Beach, in TexasFlorida. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. . The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. Loan Agreement. This section paragraph does not limit the right of the Borrower to Company or the Lender to to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement Loan Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Loan Agreement. NOTICE OF FINAL AGREEMENT:No provision in this Loan Agreement or in the other Related Documents regarding submission to jurisdiction and/or venue in any court is intended or shall be construed to be in derogation of the provisions of this Loan Agreement or in any other Related Document for arbitration of any controversy or claim.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor Borrowers and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or , including, without limitation, any Collateral Documents (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower Borrowers or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in TexasCalifornia. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to Borrowers or the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, both the Borrowers and the Bank must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The Borrowers and the Bank will designate a referee (or a panel of referees) selected under the auspices of JAMS in the same manner as arbitrators are selected in JAMS administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or the presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any Borrower or the Bank, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe Commonwealth of Virginia. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s(g) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement Agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMSAAA"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, any party to this agreement may substitute another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.”

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or Agreement (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"'). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in TexasOregon. All Claims shall be determined by one arbitrator; , however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; , (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedings, any discovery and all evidence presented. The award right of the arbitrator(s) shall be final and bindingBorrower or the Bank, including the suing party, thereafter to require submittal of the Claim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section Section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement (collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any parent corporation, subsidiary or affiliate of the Lender involved in the servicing, management or administration of the Obligations or any other obligation described in this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tort. B. (b) At the request of the Borrower or the Bankany party to this Agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Arbitration Act"”). The Arbitration Act will apply even though this Agreement provides that it is governed by the law of a specified state.a C. (c) Arbitration proceedings will be determined in accordance with the Arbitration Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionSection. In the event of any inconsistency, the terms of this section Section shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Lender may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralconducted, unless otherwise required by law, in Texasthe State of California. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section Section does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, ; or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(sClaim to arbitration. (h) shall be final and bindingBY AGREEING TO BINDING ARBITRATION, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FURTHERMORE, WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or Agreement (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. United States Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS J.A.M.S./Endispute or any successor thereof ("JAMSJ.A.M.S."), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS J.A.M.S. and conducted in any U. S. state where real or tangible personal property collateral for this credit the Bank office originating the Indebtedness of the Borrower hereunder is located or if there is no such collateral, in Texaslocated. All Claims shall be determined by one arbitrator; however, if Claims exceed the Claim is in excess of Five Million U.S. Dollars ($5,000,000), upon the request of any party, the Claims Claim shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement commencement, and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS J.A.M.S. under applicable JAMS J.A.M.S. rules of a notice of Claim claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; , (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; , (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proceedingsproposed submission to arbitration, any discovery arises from or relates to an obligation to the Bank secured by real property located in California. In this case, both the Borrower and all evidence presented. The award the Bank must consent to submission of the arbitrator(s) shall be final and binding. H. By agreeing Claim to binding arbitration. If both parties do not consent to arbitration, the parties irrevocably Claim will be resolved as follows: The Borrower and voluntarily waive any right they may have to the Bank will designate a trial by jury referee (or a panel of referees) selected under the auspices of J.A.M.S. in respect to any Claim. Furthermore, without intending the same manner as arbitrators are selected in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:J.A.M.

Arbitration and Waiver of Jury Trial. A. This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the or Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: to (i) this Agreement Note (including any renewals, extensions or modifications); , or (ii) any document related to this Agreement; and/or Note (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tort. B. evidenced by this Note. At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement Note provides that it is governed by the law of a specified state. C. . Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this section. In the event of any inconsistency, the terms of this section shall control. D. . The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. . The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. . This section does not limit the right of the Borrower to the Lender to or Lender: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. . The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and binding. H. Claim to arbitration. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this agreement. Borrower represents to Lender that the proceeds of this loan are to be used primarily for business, commercial or agricultural purposes. Borrower acknowledges having read and understood, and agrees to be bound by, all terms and conditions of this Note. THIS WRITTEN PROMISSORY NOTE AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. By:___________________________________ By:___________________________________ Xxxxxxx X. Xxxxxx, President and Name:_________________________________ Chief Executive Officer Title:__________________________________ This Borrowing Base Certificate is delivered pursuant to Section 2.B of the Loan Agreement dated December 21, 2004 (as amended, restated or supplemented, the "Loan Agreement", between TOR Minerals International, Inc., a Delaware Corporation ("Borrower") and by Bank of America, N.A. ("Lender"). Words which are capitalized herein which are defined in said Loan Agreement shall have the same meaning specified in the Loan Agreement. NOTICE OF FINAL AGREEMENT:The undersigned hereby certifies that the following amounts and statements are true and correct, as of _____________, 20__.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. C. . (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("“JAMS"”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in paragraph 11. 2. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. This section does not limit the right of the Borrower to the Lender to (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain the confidentiality of the proceedings, any discovery and all evidence presented. The award of the arbitrator(s) shall be final and binding. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section Section concerns the resolution of any controversies or claims between the any of Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Note, the Loan Agreement or any of the Loan Documents (including any amendments, renewals, extensions or modificationsmodifications of any of the foregoing); or (ii) any document related to this AgreementNote, the Loan Agreement or any of the Loan Documents; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the any of Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement Note provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionSection. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in the state of Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementNote, the Loan Agreement or any of the Loan Documents. F. (f) This section paragraph does not limit the right of any of Borrower or the Borrower to the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any of Borrower or the Bank, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any Standard Loan Agreement 12 Revised 2/2005 renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the parties may agree on a substitute arbitrator with similar procedures to serve as the provider of arbitration and, if the parties fail to agree within twenty (20) calendar days, any party may file a court action regarding a Claim, subject to the waiver of the right to jury trial provided in subparagraph (i) below. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreementagreement. NOTICE OF FINAL AGREEMENT:Standard Loan Agreement 13 Revised 2/2005

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMSAAA"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. (h) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreementagreement. NOTICE OF FINAL AGREEMENT:____________ INITIAL HERE

Arbitration and Waiver of Jury Trial. A. (a) This section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a “Claim”). For the purposes of this arbitration provision only, the term “parties” shall include any act parent corporation, subsidiary or omission affiliate of the Lender with respect to Borrower and/or involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "“Act"”). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMS"“AAA”), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Lender may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any party, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted conducted, unless otherwise required by law, in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of JAMS in the same manner as arbitrators are selected in JAMS administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the LenderBank, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or Agreement (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of financial services disputes of JAMS JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof ("JAMS"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in TexasOregon. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. (f) This section paragraph does not limit the right of the Borrower to or the Lender to Bank to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedings, any discovery and all evidence presented. The award right of the arbitrator(s) shall be final and bindingBorrower or the Bank, including the suing party, thereafter to require submittal of the Claim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section Section concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement Note (including any renewals, extensions or modifications); or (ii) any document related to this AgreementNote; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantor, including but not limited to claims of usury and claims based on or arising out of an alleged tortcollectively a "Claim"). B. (b) At the request of the Borrower or the BankLender, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement Note provides that it is governed by the law of a specified state. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor thereof ("JAMS"), and the terms of this sectionSection. In the event of any inconsistency, the terms of this section Section shall control. D. (d) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralDallas, in Texas. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (e) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementNote. F. (f) This section Section does not limit the right of the Borrower to or the Lender to to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedings, any discovery and all evidence presented. The award right of the arbitrator(s) shall be final and bindingBorrower or the Lender, including the suing party, thereafter to require submittal of the Claim to arbitration. H. By agreeing to binding arbitration(h) BY AGREEING TO BINDING ARBITRATION, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any ClaimTHE BORROWER IRREVOCABLY AND VOLUNTARILY WAIVES ANY RIGHT THE BORROWER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM. FurthermoreFURTHERMORE, without intending in any way to limit this agreement to arbitrateWITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, to the extent any Claim is not arbitratedTO THE EXTENT ANY CLAIM IS NOT ARBITRATED, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimTHE BORROWER IRREVOCABLY AND VOLUNTARILY WAIVES ANY RIGHT THE BORROWER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THE AGREEMENT:.

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor Borrowers and the Lender, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate related to: (i) this Agreement (including any renewals, extensions extension or modifications); or (ii) any document related to this Agreement; and/or (iii) any act or omission of Lender with respect to Borrower and/or any Guarantorcollectively, including but not limited to claims of usury and claims based on or arising out of an alleged torta "Claim"). B. (b) At the request of the any Borrower or the BankLender, any Claim (except as noted below) shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act")) and the then-current rules and procedures of the entity known as JAMS or any successor thereof ("JAMS") for the arbitration of large commercial disputes and terms of this paragraph. The Act will apply even though through this Agreement provides that it is governed by the law of a specified state. C. Arbitration proceedings will . The arbitration proceeding shall be determined administered by JAMS. The arbitrator shall permit at least one motion for summary judgment for each side in accordance with any arbitration proceeding and the Act, the applicable Federal Rules of Evidence shall apply. The current version of JAMS rules and procedures for the arbitration of disputes of are available on JAM's website at xxx.xxxxxxx.xxx or may be obtained from --------------- writing to JAMS at 000 Xxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxx, Xxxxxxx, telephone number 000-000-0000 or any successor thereof ("JAMS")0-000-000-0000, and the terms of this sectionfacsimile number 000-000-0000. In the event of any inconsistency, the terms of this section paragraph shall control. Except for the initial filing fee which is paid for by the claimant, the Lender and Borrowers shall be equally responsible for and pay the expenses of the arbitration during the proceedings, but the arbitrator may order the losing party(ies) to reimburse the prevailing party(ies) for their share of the advanced arbitration expenses. If JAMS or its successor does not exist or no longer is in the business of providing arbitration services or JAMS refuses or fails to administer the same and provide arbitration services, then such arbitration shall be administered by the American Arbitration Association and its rules of large or complex commercial disputes shall apply with the modifications stated above applicable to arbitration by JAMS. D. (c) The arbitration shall be administered by JAMS and conducted in any U. S. state where real or tangible personal property collateral for this credit is located or if there is no such collateralHillsborough County, in TexasFlorida. All Claims shall be determined by one arbitrator; however, if Claims exceed $5,000,0005,000,000.00, upon the written request of any partyboth parties, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) ), shall be issued within 30 days of the close of the hearing. However, the arbitrator(s), ) upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. E. (d) The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, and if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreementAgreement. F. This section (e) Anything in this paragraph or JAMS rules to the contrary notwithstanding, the agreement of the parties to arbitrate does not limit or affect the right of the Borrower to any Borrower, any Guarantor or the Lender to to: (i) exercise self-help remedies, such as but not limited to, setoff, recoupment, repossession ; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or ; (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies; or (v) enforce or defend its rights in a bankruptcy case of any Borrower or Guarantor with respect to the Collateral. G. (f) The provisions filing of this section shall be irrevocable and are enforceable by specific performance. All parties agree a court action is not intended to maintain the confidentiality constitute a waiver of the proceedingsright of any Borrower or Lender, any discovery and all evidence presented. The award including the suing party, thereafter to require submittal of the arbitrator(s) shall be final and bindingClaim to arbitration. H. By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:

Arbitration and Waiver of Jury Trial. A. (a) This section paragraph concerns the resolution of any controversies or claims between the Borrower and/or any Guarantor and the Lenderparties, whether arising in contract, tort or by statute, including but not limited to controversies or claims that arise out of or relate to: (i) this Agreement agreement (including any renewals, extensions or modifications); or (ii) any document related to this Agreement; and/or agreement (iii) collectively a "Claim"). For the purposes of this arbitration provision only, the term "parties" shall include any act parent corporation, subsidiary or omission affiliate of Lender with respect to Borrower and/or the Bank involved in the servicing, management or administration of any Guarantor, including but not limited to claims of usury and claims based on obligation described or arising out of an alleged tortevidenced by this agreement. B. (b) At the request of the Borrower or the Bankany party to this agreement, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. U.S. Code) (the "Act"). The Act will apply even though this Agreement agreement provides that it is governed by the law of a specified state. The arbitration will take place on an individual basis without resort to any form of class action. C. (c) Arbitration proceedings will be determined in accordance with the Act, the applicable then-current rules and procedures for the arbitration of financial services disputes of JAMS the American Arbitration Association or any successor thereof ("JAMSAAA"), and the terms of this sectionparagraph. In the event of any inconsistency, the terms of this section paragraph shall control. If AAA is unwilling or unable to (i) serve as the provider of arbitration or (ii) enforce any provision of this arbitration clause, the Bank may designate another arbitration organization with similar procedures to serve as the provider of arbitration. D. (d) The arbitration shall be administered by JAMS AAA and conducted conducted, unless otherwise required by law, in any U. S. U.S. state where real or tangible personal property collateral for this credit is located or if there is no such collateral, in Texasthe state specified in the governing law section of this agreement. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 ninety (90) days of the demand for arbitration and close within 90 ninety (90) days of commencement and the award of the arbitrator(s) shall be issued within 30 thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed confirmed, judgment entered and enforced. E. (e) The arbitrator(s) will have the authority give effect to decide whether statutes of limitation in determining any Claim is barred by the statute of limitations and, if so, to and may dismiss the arbitration on the basis that basisthe Claim is barred. For purposes of the application of the statute of limitations, the service on JAMS AAA under applicable JAMS AAA rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this agreement. F. (f) This section paragraph does not limit the right of the Borrower to the Lender to any party to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial non-judicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) actin act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. G. (g) The provisions of this section shall be irrevocable and are enforceable by specific performance. All parties agree to maintain procedure described above will not apply if the confidentiality Claim, at the time of the proposed submission to arbitration, arises from or relates to an obligation to the Bank secured by real property. In this case, all of the parties to this agreement must consent to submission of the Claim to arbitration. If both parties do not consent to arbitration, the Claim will be resolved as follows: The parties will designate a referee (or a panel of referees) selected under the auspices of AAA in the same manner as arbitrators are selected in AAA administered proceedings, any discovery . The designated referee(s) will be appointed by a court as provided in California Code of Civil Procedure Section 638 and all evidence presentedthe following related sections. The referee (or presiding referee of the panel) will be an active attorney or a retired judge. The award that results from the decision of the arbitrator(sreferee(s) shall will be final entered as a judgment in the court that appointed the referee, in accordance with the provisions of California Code of Civil Procedure Sections 644 and binding645. H. (h) The filing of a court action is not intended to constitute a waiver of the right of any party, including the suing party, thereafter to require submittal of the Claim to arbitration. (i) By agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect to of any Claim. Furthermore, without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of such ClaimClaim to the maximum extent they may legally do so under applicable California law. This provision is a material inducement for the parties entering into this Agreement. NOTICE OF FINAL AGREEMENT:agreement.