Common use of TERMS GOVERNING THOSE DISPUTES SUBMITTED TO JUDICIAL REFERENCE Clause in Contracts

TERMS GOVERNING THOSE DISPUTES SUBMITTED TO JUDICIAL REFERENCE. This Section 3 governs Disputes that are submitted under subsection 27.1.4 for judicial reference in accordance with California Code of Civil Procedure, Section 638, et seq. This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of California. In no event shall this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Agreement or any Related Document. Nothing herein shall preclude a party from moving (prior to the court ordering judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an improper, inconvenient or less suitable venue. If such motion is granted, this Section 3 shall not apply to any proceedings in the new forum. The referee shall be a retired judge, agreed upon by the parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS). If the parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that panel. If AAA and JAMS are unavailable to provide this service, the court may select a referee by such other procedures as are used by that court. The referee shall be appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the proceeding, whether of fact or of law, and to report a statement of decision. Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability, meaning, or scope of this Section, and class action claims brought by either party as a class representative on behalf of

TERMS GOVERNING THOSE DISPUTES SUBMITTED TO JUDICIAL REFERENCE. This Section 3 governs Disputes that are submitted under subsection 27.1.4 for judicial reference in accordance with California Code of Civil Procedure, Section 638, et seq. This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of California. In no event shall this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Agreement or any Related Document. Nothing herein shall preclude a party from moving (prior to the court ordering judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an improper, inconvenient or less suitable venue. If such motion is granted, this Section 3 shall not apply to any proceedings in the new forum. The referee shall be a retired judge, agreed upon by the parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS). If the parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that panel. If AAA and JAMS are unavailable to provide this service, the court may select a referee by such other procedures as are used by that court. The referee shall be appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the proceeding, whether of fact or of law, and to report a statement of decision. Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability, meaning, or scope of this Section, and class action claims brought by either party as a class representative on behalf ofof others and claims

TERMS GOVERNING THOSE DISPUTES SUBMITTED TO JUDICIAL REFERENCE. This Section 3 governs Disputes that are submitted under subsection 27.1.4 26.1.4 for judicial reference in accordance with California Code of Civil Procedure, Section 638, et seq. This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of California. In no event shall this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Agreement or any Related Document. Nothing herein shall preclude a party from moving (prior to the court ordering judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an improper, inconvenient or less suitable venue. If such motion is granted, this Section 3 shall not apply to any proceedings in the new forum. The referee shall be a retired judge, agreed upon by the parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS). If the parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that panel. If AAA and JAMS are unavailable to provide this service, the court may select a referee by such other procedures as are used by that court. The referee shall be appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the proceeding, whether of fact or of law, and to report a statement of decision. Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability, meaning, or scope of this Section, and class action claims brought by either party as a class representative on behalf of

TERMS GOVERNING THOSE DISPUTES SUBMITTED TO JUDICIAL REFERENCE. This Section 3 governs Disputes that are submitted under subsection 27.1.4 25.1.4 for judicial reference in accordance with California Code of Civil Procedure, Section 638, et seq. This Section 3 may be invoked only with regard to Disputes filed in state or federal courts located in the State of California. In no event shall this Section 3 diminish the force or effect of any venue selection or jurisdiction provision in this Agreement or any Related Document. Nothing herein shall preclude a party from moving (prior to the court ordering judicial reference) to dismiss, stay or transfer the suit to a forum outside California on grounds that California is an improper, inconvenient or less suitable venue. If such motion is granted, this Section 3 shall not apply to any proceedings in the new forum. The referee shall be a retired judge, agreed upon by the parties, from either the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Service, Inc. (JAMS). If the parties cannot agree on the referee, the party who initially selected the reference procedure shall request a panel of ten retired judges from either AAA or JAMS, and the court shall select the referee from that panel. If AAA and JAMS are unavailable to provide this service, the court may select a referee by such other procedures as are used by that court. The referee shall be appointed to sit with all of the powers provided by law, including the power to hear and determine any or all of the issues in the proceeding, whether of fact or of law, and to report a statement of decision. Only for this Section 3, “Dispute” includes matters regarding the validity, enforceability, meaning, or scope of this Section, and class action claims brought by either party as a class representative on behalf ofof others and claims by a class representative on either party’s behalf as a class member. The parties agree that time is of the essence in conducting the judicial reference proceeding set forth herein. Except as otherwise provided in this paragraph, the costs of the judicial reference proceeding, including the fee for the court reporter, shall be borne equally by the parties as the costs are incurred, unless otherwise awarded by the referee. If Lender or Bank commences a judicial reference proceeding regarding a consumer Dispute, Lender or Bank shall pay all referee fees, regardless of whether or not the consumer is the prevailing party in such proceeding, unless such Dispute involves a claim for damages by a consumer and is found by the referee to be frivolous. For purposes of this paragraph, “consumer Dispute” shall mean a Dispute involving credit or services provided by Lender or Bank, primarily for personal, family or household purposes, in which the claim for damages is less than $75,000. The referee shall hear all pre-trial and post-trial matters (including without limitation requests for equitable relief), prepare a statement of decision with written findings of fact and conclusions of law and apportion costs as appropriate. The referee shall be empowered to enter equitable relief as well as legal relief, provide all temporary or provisional remedies, enter equitable orders that are binding on the parties and rule on any motion that would be authorized in a trial, including without limitation motions for summary adjudication. Judgment upon the award shall be entered in the court in which such proceeding was commenced and all parties shall have full rights of appeal. This provision will not be deemed to limit or constrain Lender’s or Bank’s right of offset, to obtain provisional or ancillary remedies, to interplead funds in the event of a dispute, to exercise any security interest or lien Bank or Lender may hold in property, or to comply with legal process involving accounts or other property held by Bank or Lender. SECTION 4: