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any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b) "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by(a) the U S government, including those administered by OFAC or the U S Department of State, or (b) if the Corporation is organized outside of the United States of America, then by the United Nations Security Council, the European Union, any European Union member state, Her Majesty's Treasury of the United Kingdom or any other relevant sanctions authority 15 Waiver of Jury Trial (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE CITY, ISSUER AND THE PURCHASER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS PURCHASE CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY EACH OF THE CITY AND THE ISSUER FURTHER AGREES THAT, IN THE EVENT OF LITIGATION, IT WILL NOT PERSONALLY OR THROUGH ITS AGENTS OR ATTORNEYS SEEK TO REPUDIATE THE VALIDITY OF THIS SECTION 14, AND IT ACKNOWLEDGES THAT IT FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT TO WAIVE TRIAL BY JURY IN ORDER TO INDUCE THE PURCHASER TO ENTER INTO THIS PURCHASE CONTRACT (b) To the extent the foregoing waiver of a jury trial is unenforceable under applicable California law, the parties agree to refer, for a complete and final adjudication, any and all issues of fact or law involved in any litigation or proceeding (including all discovery and law and motion matters, pretrial motions, tnal matter and post-trial motions up to and including final judgment), brought to resolve any dispute (whether based on contract, tort or otherwise) between the parties hereto arising out of in connection with or otherwise related or incidental to this Purchase Contract to a judicial referee who shall be appointed under a general reference pursuant to California Code of Civil Procedure Section 638, which referee's decision will stand as the decision of the court Such judgment will be entered on the referee's statement of judgment in the same manner as if the action had been tried by the court The parties shall select a single neutral referee, who shall be a retired state or federal judge with at least five years of judicial experience in civil matters, provided that the event the parties cannot agree upon a referee, the referee will be appointed by the court The City shall be solely responsible to pay all fees and expense of any referee appointed in such action or proceeding Very truly yours, JPMORGAN CHASE BANK, N.A. By Authorized Representative 16 2763992 2