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EXHIBIT B <br />Dispute Resolution <br />1. Arbitration of Disputes. Any claim, controversy, dispute or disagreement arising out of <br />or related to this lease or the breach, enforcement, interpretation or performance thereof <br />("Dispute") shall be submitted to final and binding arbitration, at the request of any Party hereto, <br />on the terms and conditions set forth in this Exhibit B (the "Arbitration"). <br />1.1 Venue. The Arbitration shall be held at the offices of Judicial Arbitration and <br />Mediation Service ("Jams"), at its office in Orange County, California which is closest to the <br />Premises at the time Arbitration is commenced. <br />1.2 Arbitration Rules. The Arbitration shall be conducted pursuant to JAMS's Rules of <br />Practice and Procedure in effect at the time a request for arbitration is filed (the "Arbitration <br />Rules"). <br />1.3 Selection of Arbitrator. The Arbitration shall be conducted by a single arbitrator <br />("Arbitrator") appointed pursuant to the procedures set forth in the Arbitration Rules. <br />Notwithstanding the foregoing, if the amount of the Dispute exceeds $1,000,000, then the <br />Arbitration shall be conducted by a panel of three arbitrators appointed pursuant to the <br />procedures set forth in the Arbitration Rules (the "Panel"), and references herein to the <br />Arbitrator shall be deemed to refer to the Panel. <br />1.4 Commencement of Arbitration. The Arbitration shall commence at the earliest <br />possible opportunity unless otherwise agreed in writing by the Parties hereto. <br />1.5 Cooperation of Parties. All of the Parties hereto shall promptly and diligently <br />cooperate with one another and the Arbitrator, and shall perform such acts as may be reasonably <br />necessary to obtain a prompt and expeditious resolution of the Dispute in accordance with the <br />terms hereof. <br />1.6 Application of California Law. Notwithstanding anything to the contrary set forth <br />herein with respect to substantive (as opposed to procedural) matters, the Arbitrator shall be <br />required to apply the laws of the State of California when deciding the issues of the Arbitration <br />and rendering his or her decision. <br />1.7 Powers of Arbitrator. The Parties hereto agree that the Arbitrator shall have the <br />power to decide all issues of fact and law and report his or her decision thereon and issue all legal <br />and equitable relief appropriate under the circumstances of the Dispute. The Arbitrator shall try <br />all issues, whether of fact or law, and record a finding and judgment thereon and shall hear and <br />determine all pretrial issues and motions and post -trial motions related to the judgment filed or <br />to be filed and to act on all matters related thereto which may be within the jurisdiction of the <br />Superior Court of the State of California. The Arbitrator shall have the power to grant all legal <br />4911006.2 -- N261.19 <br />27 <br />