Common use of REFERENCE PROVISION Clause in Contracts

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) a. Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit DocumentsLoan Documents except the Leasehold Deed of Trust, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in within thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Loan Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.610.15, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each Other than (i) nonjudicial foreclosure and all matters in connection therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or Credit Agreement, any security agreement executed by Borrower in favor of Bank or any note executed by Borrower in favor of Bank or any other agreement or instrument issued in favor of Bank by Borrower (collectively in this Section, the Credit Documents"Agreement") which controversy, which dispute or claim is not settled in writing within ten thirty (30) days after the "Claim DateCLAIM DATE" (defined as the date on which a party subject to this Agreement gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claimcontroversy, dispute or claim concerning this Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding and except as set forth above, the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of in the County where the Real Property, if any, is located or Los Angeles County if none (the "CourtCOURT"). The referee shall be a retired Judge of the Court selected by mutual agreement of the parties, and if they cannot so agree with in thirty within forty-five (45) days (30) after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the CourtCourt (or his representative). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law. The referee shall (a) be requested , and upon selection should take and subscribe to set the matter oath of office as provided for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days in Rule 244 of the Claim DateCalifornia Rules of Court (or any subsequently enacted Rule). Any decision rendered by the referee will be final, binding and conclusive and judgment Each party shall be entered have one peremptory challenge pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the partiesSection 170. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. a. Each controversy, dispute or claim (each, a "Claim") between the parties arising out of or relating to this Agreement and/or Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the "Loan Documents"), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of the Credit Documents, which is may be initiated pursuant to applicable law) that are not settled in writing within ten fifteen (15) days after the "Claim Date" (defined as the date on which a party subject to the Loan Documents gives written notice to all other parties that a controversy, dispute or claim exists), will Claim exists (the "Claim Date") shall be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section sections ("CCP"), which shall constitute the exclusive remedy for the settlement resolution of any ClaimClaim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding and proceeding. Except as set forth in this section, the parties waive their rights the right to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court of Los Angeles in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the "Court"). The referee By mutual agreement, the parties shall be select a retired Judge selected by mutual agreement of the partiesCourt to serve as referee, and if they cannot so agree with in thirty within fifteen (15) days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the CourtCourt (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law. The referee shall (a) be requested , and upon selection should take and subscribe to set the matter oath of office as provided for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days in Rule 244 of the Claim DateCalifornia Rules of Court (or any subsequently enacted Rule). Any decision rendered by the referee will be final, binding and conclusive and judgment Each party shall be entered have one peremptory challenge pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the partiesSection 170. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a1) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit DocumentsAgreement, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California. Except as otherwise set forth herein, all reference proceedings shall be conducted in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the proceeding. The parties waive their rights to initiate any legal proceedings proceedings, including any reference hereunder against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in within thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court, unless timely contested or appealed as set forth in paragraph 14,d.)2), below. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b2) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to of the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the refereereferee in same manner as if such final judgment, appealable order or appealable judgment were entered by the court. Any other new trial hereunder shall likewise be conducted in accordance with the reference procedure set forth herein. The parties expressly reserve the right to appeal findings of fact, conclusions of law, a written statement of decision, and . In the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession event of any collateral in any jurisdictionappeal, wherever located, in accordance the parties will comply with all statutory and case law requirements governing the provisions timing and subject matter of the Security Documentsappealable orders and judgments.

REFERENCE PROVISION. (a) Each Other than nonjudicial foreclosure of security interests, each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit DocumentsAgreement, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los AngelesSan Francisco, California, California in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior superior Court of Los Angeles San Francisco (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty within ten days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, and request for production of or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) . The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to of the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.. The reference process is not subject to a trial by jury. DATED as of the day first above written. IMPERIAL BANK ARIZONA INSTRUMENT CORPORATION, a Delaware corporation By /s/ Xxxxxxx Xxxxxx By /s/ Xxxxxx X. Xxxx -------------------------------- -------------------------------- Its Senior Vice President Its President & CEO -------------------------------- -------------------------------- LENDER BORROWER EXHIBIT B DESCRIPTION OF COLLATERAL All of the property described below in, to, or under which Debtor now has or hereafter acquire any right, title or interest, whether present, future, or contingent: all equipment, inventory, accounts, general intangibles, instruments, documents, and chattel paper, as those terms are defined in the Uniform Commercial Code, and all other personal property of any kind (including without limitation money and rights to the payment of money), whether now existing or hereafter created: (c) No provision of Paragraphs (a) Goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, including without limitation transmission, storage, processing or retrieval information; (b) Income, receipts, revenues, rents, issues and profits, including without limitation, minimum rents, additional rents, percentage rents, parking and maintenance charges and fees, tax and insurance contributions, proceeds of this Section 9.6the sale of utilities and services, howevercancellation premiums, shall limit and claims for damages arising from the right of Lender to bring action for possession breach of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.leases;

REFERENCE PROVISION. (a) If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. 14.1. Each controversy, dispute or claim ("each, a “Claim"”) between the parties arising out of or relating to this Agreement and/or Agreement, any security agreement executed by Guarantor in favor of Bank, any note executed by Guarantor in favor of Bank or any other document, instrument or agreement executed by Guarantor with or in favor of Bank (collectively in this Section, the “Loan Documents”), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of the Credit Documents, which is may be initiated pursuant to applicable law) that are not settled in writing within ten fifteen (15) days after the "Claim Date" (defined as the date on which a party subject to the Loan Documents gives written notice to all other parties that a controversy, dispute or claim exists), will Claim exists (the “Claim Date”) shall be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section sections ("“CCP"”), which shall constitute the exclusive remedy for the settlement resolution of any ClaimClaim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding and proceeding. Except as set forth in this section, the parties waive their rights the right to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court of Los Angeles in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the "“Court"”). The referee By mutual agreement, the parties shall be select a retired Judge selected by mutual agreement of the partiesCourt to serve as referee, and if they cannot so agree with in thirty within fifteen (15) days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the CourtCourt (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law. The referee shall (a) be requested , and upon selection should take and subscribe to set the matter oath of office as provided for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days in Rule 244 of the Claim DateCalifornia Rules of Court (or any subsequently enacted Rule). Any decision rendered by the referee will be final, binding and conclusive and judgment Each party shall be entered have one peremptory challenge pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties§170. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each Other than (i) nonjudicial foreclosure and all matters in connection therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or Credit Agreement, any security agreement executed by Borrower in favor of Bank or any note executed by Borrower in favor of Bank or any other agreement or instrument issued in favor of Bank by Borrower (collectively in this Section, the Credit Documents"Agreement") which controversy, which dispute or claim is not settled in writing within ten thirty (30) days after the "Claim Date" (defined as the date on which a party subject to this Agreement gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet @se . of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claimcontroversy, dispute or claim concerning this Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding and except as set forth above, the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of in the County where the Real Property, if any, is located or Los Angeles County if none (the "Court"). The referee shall be a retired Judge of the Court selected by mutual agreement of the parties, and if they cannot so agree with in thirty within forty-five (45) days (30) after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the CourtCourt (or his representative). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP Section 170.6. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date date of selection of the referee and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.of

REFERENCE PROVISION. a. The parties prefer that any dispute between them be resolved in litigation subject to a Jury Trial Waiver as set forth in Section 10.5 above, however, that process may not be available due to the decision Grafton Partners LP v. Superior Court, California Supreme Court Case No. S123344. This Reference Provision will be applicable so long as the Jury Waiver in Section 10.5 is not permitted by law. Delay in requesting appointment of a referee pending a determination of the validity of Section 10.5 above will not be deemed a waiver of this Reference Provision. b. Other than (ai) Each nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim ("each, a “Claim"”) between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists)Agreement, will be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil ProcedureProcedure (“CCP”), or their successor section ("CCP")sections, which shall constitute the exclusive remedy for the settlement resolution of any Claim, including whether such the Claim is subject to the reference proceeding. Except as otherwise provided in this Agreement, venue for the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other will be in any court or jurisdiction other than the Superior Court of Los Angeles or Federal District Court in the County or District where venue is otherwise appropriate under applicable law (the "“Court"”). . c. The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties, and if they can. If the parties do not so agree with in thirty days (30) after the Claim Dateagree, the referee shall be selected by the Presiding Judge of the CourtCourt (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, as authorized with all the powers provided by law. Each party shall have one peremptory challenge pursuant to CCP §170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. d. The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested to (a) be requested to set the matter for hearing a status and trial-setting conference within sixty fifteen (6015) days after the Claim Date and date of selection of the referee, (b) if practicable, try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days after the date of the Claim Dateconference and (c) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive conclusive, and judgment shall be entered pursuant to CCP 644 in §644. e. The referee will have power to expand or limit the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the refereeamount and duration of discovery. The referee may set or extend such period in the event of discovery deadlines or cutoffs for good cause, including a party's refusal ’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No no party shall be entitled to "“priority" ” in conducing conducting discovery. Depositions , depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents and all other discovery shall be responded to within ten fifteen (1015) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the partiesbinding. (b) f. Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. g. The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or or provisional remedies and to remedies, enter equitable orders that will be binding upon on the partiesparties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a single judgment decision at the close of the reference proceeding which shall dispose disposes of all of the claims of the parties that are the subject to of the reference. The referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties hereto expressly reserve the right to contest or appeal from the final judgment or order or from any appealable decision or order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of lawlaws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. h. If the enabling legislation which provides for appointment of a referee is repealed (c) No provision of Paragraphs (a) and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever locatedJustice, in accordance with the provisions California Arbitration Act §1280 through §1294.2 of the Security DocumentsCCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.”

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement Guarantee and/or any of the Loan Documents (as defined in the Credit DocumentsAgreement), which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQ. 638, et seq., of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement Guarantee shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, 18 however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Loan Documents.

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Credit Agreement and/or any of the Credit Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQ. 638, et seq., of the California Code of Civil Procedure, or their successor section ("CCP"), which shall will constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall will be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall will be selected by the Presiding Judge of the Court. The referee shall will be appointed to sit as a temporary judge, as authorized by law. The referee shall will (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall will be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall the Credit Documents will be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall will be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall will be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall will be submitted to the referee whose decision shall will be final and binding upon the parties. (b) The referee shall will be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall will be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall will issue a single judgment at the close of the reference proceeding which shall will dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall will limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each Other than (i) nonjudicial foreclosure and all matters in connection therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or Credit Agreement, any security agreement executed by Borrower in favor of Bank or any note executed by Borrower in favor of Bank or any other agreement or instrument issued in favor of Bank by Borrower (collectively in this Section, the Credit Documents"Agreement") which controversy, which dispute or claim is not settled in writing within ten thirty (30) days after the "Claim DateCLAIM DATE" (defined as the date on which a party subject to this Agreement gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claimcontroversy, dispute or claim concerning this Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding and except as set forth above, the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of in the County where the Real Property, if any, is located or Los Angeles County if none (the "CourtCOURT"). The referee shall be a retired Judge of the Court selected by mutual agreement of the parties, and if they cannot so agree with in thirty within forty-five (45) days (30) after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the CourtCourt (or his representative). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP Section 170.6. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date date of selection of the referee and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP Section 644 in any court in the Courtstate of California having jurisdiction. Any party may apply for a reference proceeding at any time after thirty (30) days following notice to any other party of the nature of the controversy, dispute or claim, by filing a petition for a hearing and/or trial. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, and request for production of or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. Pending appointment of the referee as provided herein, the Superior Court is empowered to issue temporary and/or provisional remedies, as appropriate. (b) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of all hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter except that when any party so requests, a court reporter will be used at any hearing conducted before the referee. The party making such a request shall have the obligation to arrange for and pay for the court reporter. The costs of the court reporter at the trial shall be borne equally by the parties. (c) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State state of California. The rules of evidence applicable to proceedings at law in the State state of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to of the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties hereto expressly reserve the right to findings of fact, conclusions of lawlaws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (cd) No provision In the event that the enabling legislation which provides for appointment of Paragraphs a referee is repealed (a) or (b) and no successor statute is enacted), any dispute between the parties that would otherwise be determined by the reference procedure herein described will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever locatedCourt, in accordance with the provisions California Arbitration Act, Section 1280 through Section 1294.2 of the Security DocumentsCCP as amended from time to time. The limitations with respect to discovery as set forth hereinabove shall apply to any such arbitration proceeding.

REFERENCE PROVISION. (a) Each Other than (i) nonjudicial foreclosure and all matters in connection therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or Credit Agreement, any security agreement executed by Borrower in favor of Bank or any note executed by Borrower in favor of Bank or any other agreement or instrument issued in favor of Bank by Borrower (collectively in this Section, the Credit Documents"Agreement") which controversy, which dispute or claim is not settled in writing within ten thirty (30) days after the "Claim DateCLAIM DATE" (defined as the date on which a party subject to this Agreement gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claimcontroversy, dispute or claim concerning this Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding and except as set forth above, the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of in the County where the Real Property, if any, is located or Los Angeles County if none (the "CourtCOURT"). The referee shall be a retired Judge of the Court selected by mutual agreement of the parties, and if they cannot so agree with in thirty within forty-five (45) days (30) after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the CourtCourt (or his representative). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law. The referee shall (a) be requested , and upon selection should take and subscribe to set the matter oath of office as provided for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days in Rule 244 of the Claim DateCalifornia Rules of Court (or any subsequently enacted Rule). Any decision rendered by the referee will be final, binding and conclusive and judgment Each party shall be entered have one peremptory challenge pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the partiesSection170. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. If and only if the jury trial waiver set forth in Section 15 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. (a) Each controversy, dispute or claim (each, a "Claim") between the parties arising out of or relating to this Agreement and/or Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the "Loan Documents"), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of the Credit Documents, which is may be initiated pursuant to applicable law) that are not settled in writing within ten fifteen (15) days after the "Claim Date" (defined as the date on which a party subject to the Loan Documents gives written notice to all other parties that a controversy, dispute or claim exists), will Claim exists (the "Claim Date") shall be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section sections ("CCP"), which shall constitute the exclusive remedy for the settlement resolution of any ClaimClaim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding and proceeding. Except as set forth in this section, the parties waive their rights the right to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court of Los Angeles in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the "Court"). The referee By mutual agreement, the parties shall be select a retired Judge selected by mutual agreement of the partiesCourt to serve as referee, and if they cannot so agree with in thirty within fifteen (15) days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the CourtCourt (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law. The referee shall (a) be requested , and upon selection should take and subscribe to set the matter oath of office as provided for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days in Rule 244 of the Claim DateCalifornia Rules of Court (or any subsequently enacted Rule). Any decision rendered by the referee will be final, binding and conclusive and judgment Each party shall be entered have one peremptory challenge pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties§170. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, Guarantee which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or 5 claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil ProcedureCCP, or their successor section ("CCP")sections, which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement Guarantee shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if 6 granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. a. Other than the exercise of provisional ------------------- remedies (a) Each any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit DocumentsAgreement, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the -- --- California Code of Civil ProcedureProcedure("CCP"), or their successor section ("CCP")section, which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in within thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment judgement shall be entered pursuant to CCP 644 in the CourtCourt and such judgement shall be appealable under CCP 645. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. If and only if the jury trial waiver set forth in Section 11 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. (a) Each controversy, dispute or claim (each, a "Claim") between the parties arising out of or relating to this Agreement and/or Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the "Loan Documents"), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of the Credit Documents, which is may be initiated pursuant to applicable law) that are not settled in writing within ten fifteen (15) days after the "Claim Date" (defined as the date on which a party subject to the Loan Documents gives written notice to all other parties that a controversy, dispute or claim exists), will Claim exists (the "Claim Date") shall be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section sections ("CCP"), which shall constitute the exclusive remedy for the settlement resolution of any ClaimClaim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding and proceeding. Except as set forth in this section, the parties waive their rights the right to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court of Los Angeles in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the "Court"). The referee By mutual agreement, the parties shall be select a retired Judge selected by mutual agreement of the partiesCourt to serve as referee, and if they cannot so agree with in thirty within fifteen (15) days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee Court (or his or her representative) shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by promptly select the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, A request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.for

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.610.13, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, Guarantee which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a 5 controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil ProcedureCCP, or their successor section ("CCP")sections, which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement Guarantee shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable 6 judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) If and only if the jury trial waiver set forth in Section 14 of this Agreement is invalidated for any reason by a court of law, statute or otherwise, the reference provisions set forth below shall be substituted in place of the jury trial waiver. So long as the jury trial waiver remains valid, the reference provisions set forth in this Section shall be inapplicable. a. Each controversy, dispute or claim (each, a "Claim") between the parties arising out of or relating to this Agreement and/or Agreement, any security agreement executed by Borrower in favor of Bank, any note executed by Borrower in favor of Bank or any other document, instrument or agreement executed by Borrower with or in favor of Bank (collectively in this Section, the "Loan Documents"), other than (i) all matters in connection with nonjudicial foreclosure of security interests in real or personal property; or (ii) the appointment of a receiver or the exercise of other provisional remedies (any of the Credit Documents, which is may be initiated pursuant to applicable law) that are not settled in writing within ten fifteen (15) days after the "Claim Date" (defined as the date on which a party subject to the Loan Documents gives written notice to all other parties that a controversy, dispute or claim exists), will Claim exists (the "Claim Date") shall be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section sections ("CCP"), which shall constitute the exclusive remedy for the settlement resolution of any ClaimClaim concerning the Loan Documents, including whether such Claim is subject to the reference proceeding and proceeding. Except as set forth in this section, the parties waive their rights the right to initiate any legal proceedings against each other concerning each such Claim. Venue for these proceedings shall be in any court or jurisdiction other than the Superior Court of Los Angeles in the County where the real property, if any, is located or in a County where venue is otherwise appropriate under state law (the "Court"). The referee By mutual agreement, the parties shall be select a retired Judge selected by mutual agreement of the partiesCourt to serve as referee, and if they cannot so agree with in thirty within fifteen (15) days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the CourtCourt (or his or her representative) shall promptly select the referee. A request for appointment of a referee may be heard on an ex parte or expedited basis. The referee shall be appointed to sit as a temporary judge, with all the powers for a temporary judge, as authorized by law. The referee shall (a) be requested , and upon selection should take and subscribe to set the matter oath of office as provided for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days in Rule 244 of the Claim DateCalifornia Rules of Court (or any subsequently enacted Rule). Any decision rendered by the referee will be final, binding and conclusive and judgment Each party shall be entered have one peremptory challenge pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties§170. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) a Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) b The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from -33- 39 the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) c No provision of Paragraphs (a) or (b) of this Section 9.610.6, however, shall limit the right of Lender to bring action for possession of any collateral Collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit DocumentsAgreement, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in within thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) a. Each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Agreement and/or any of the Credit Documents, Loan Documents which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claim, including whether such Claim is subject to the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of Los Angeles (the "Court"). The referee shall be a retired Judge selected by mutual agreement of the parties, and if they cannot so agree with in within thirty days (30) after the Claim Date, the referee shall be selected by the Presiding Judge of the Court. The referee shall be appointed to sit as a temporary judge, as authorized by law. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP 644 in the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing discovery. Depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.

REFERENCE PROVISION. (a) Each In the event the Jury Trial Waiver provision contained in Section 7.16(c) is invalid or unenforceable, the parties elect to proceed under this Judicial Reference Provision. (b) Other than (i) nonjudicial foreclosure of security interests in real or personal property, (ii) the appointment of a receiver or (iii) the exercise of other provisional remedies (any of which may be initiated pursuant to applicable law), any controversy, dispute or claim (each, a "Claim"”) between the parties arising out of or relating to this Agreement and/or or any of the Credit Documents, which is not settled in writing within ten days after the "Claim Date" (defined as the date on which a party gives written notice to all other parties that a controversy, dispute or claim exists)Loan Document, will be settled resolved by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQet seq. of the California Code of Civil ProcedureProcedure (“CCP”), or their successor section ("CCP")sections, which shall constitute the exclusive remedy for the settlement resolution of any Claim, including whether such the Claim is subject to the reference proceeding. Except as otherwise provided herein or in the Related Documents, venue for the reference proceeding and the parties waive their rights to initiate any legal proceedings against each other will be in any court or jurisdiction other than the Superior Court of Los Angeles or Federal District Court in the County or District where the real property, if any, is located or in a County or District where venue is otherwise appropriate under applicable law (the "“Court"”). . (c) The referee shall be a retired Judge or Justice selected by mutual written agreement of the parties, and if they can. If the parties do not so agree with in thirty days (30) after the Claim Dateagree, the referee shall be selected by the Presiding Judge of the CourtCourt (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. The referee shall be appointed to sit as a temporary judge, as authorized with all the powers provided by law. Each party shall have one peremptory challenge pursuant to CCP §170.6. Pending appointment of the referee, the Court has power to issue temporary or provisional remedies. (d) The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall (a) be requested to (i) set the matter for hearing a status and trial- setting conference within sixty fifteen (6015) days after the Claim Date and date of selection of the referee, (bii) if practicable, try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days after the date of the Claim Dateconference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision. Any decision rendered by the referee will be final, binding and conclusive conclusive, and judgment shall be entered pursuant to CCP 644 in §644. (e) The referee will have power to expand or limit the Court. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the refereeamount and duration of discovery. The referee may set or extend such period in the event of discovery deadlines or cutoffs for good cause, including a party's refusal ’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No no party shall be entitled to "“priority" ” in conducing conducting discovery. Depositions , depositions may be taken by either party upon seven (7) days written notice, and, request for production of inspection of documents and all other discovery shall be responded to within ten fifteen (1015) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the partiesbinding. (bf) Except as expressly set forth in this Agreement, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial. (g) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or or provisional remedies and to remedies, enter equitable orders that will be binding upon on the partiesparties and rule on any motion which would be authorized in a trial, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a single judgment decision at the close of the reference proceeding which shall dispose disposes of all of the claims of the parties that are the subject to of the reference. The referee’s decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court. The parties hereto expressly reserve the right to contest or appeal from the final judgment or order or from any appealable decision or order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of fact, conclusions of lawlaws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision. (ch) No provision If the enabling legislation which provides for appointment of Paragraphs a referee is repealed (a) and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever locatedJustice, in accordance with the provisions California Arbitration Act §1280 through §1294.2 of the Security DocumentsCCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding. (i) THE PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT THEY ARE IN EFFECT WAIVING THEIR RIGHT TO TRIAL BY JURY IN AGREEING TO THIS REFERENCE PROVISION. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE RELATED DOCUMENTS.

REFERENCE PROVISION. Other than (ai) Each non-judicial foreclosure and all matters in connection therewith regarding security interests in real or personal property; or (ii) the appointment of a receiver, or the exercise of other provisional remedies (any and all of which may be initiated pursuant to applicable law), each controversy, dispute or claim ("Claim") between the parties arising out of or relating to this Credit Agreement and/or or any of Note issued pursuant thereto (collectively, the Credit Documents"Agreement"), which controversy, dispute or claim is not settled in writing within ten thirty (30) days after the "Claim Date" (defined as the date on which a party subject to the Agreement gives written notice to all other parties that a controversy, dispute or claim exists), will be settled by a reference proceeding in Los Angeles, California, California in accordance with the provisions of Section 638 ET SEQ. of the California Code of Civil Procedure, or their successor section ("CCP"), which shall constitute the exclusive remedy for the settlement of any Claimcontroversy, dispute or claim concerning this Agreement, including whether such Claim controversy, dispute or claim is subject to the reference proceeding and except as set forth above, the parties waive their rights to initiate any legal proceedings against each other in any court or jurisdiction other than the Superior Court of in the County where the real property securing this Agreement, if any, is located or Los Angeles County if none (the "Court"). The referee shall be a retired Judge of the Court selected by mutual agreement of the parties, and if they cannot so agree with in thirty within forty-five (45) days (30) after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the CourtCourt (or his representative). The referee shall be appointed to sit as a temporary judge, with all of the powers of a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP Section 170.6. The referee shall (a) be requested to set the matter for hearing within sixty (60) days after the Claim Date and (b) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding and conclusive and judgment shall be entered pursuant to CCP Section 644 in any court in the CourtState of California having jurisdiction. Any party may apply for a reference proceeding at any time after thirty (30) days following notice to any other party of the nature of the controversy, dispute or claim, by filing a petition for a hearing and/or trial. All discovery permitted by this Agreement shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to "priority" in conducing conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and, and request for production of or inspection of documents shall be responded to within ten (10) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding upon the parties. (b) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws . Pending appointment of the State of California. The rules of evidence applicable to proceedings at law in referee as provided herein, the State of California will be applicable to the reference proceeding. The referee shall be Superior Court is empowered to enter equitable as well as legal relief, to provide all issue temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject to the reference. The parties hereto expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. The parties expressly reserve the right to findings of factremedies, conclusions of law, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provisionas appropriate. (c) No provision of Paragraphs (a) or (b) of this Section 9.6, however, shall limit the right of Lender to bring action for possession of any collateral in any jurisdiction, wherever located, in accordance with the provisions of the Security Documents.