Sterling Family Trust

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HALFILED

FIERCE Q'DONNELL (SBN .81298)[email protected] M. STERN (SBN1126409)MStcrniaJGreenbergGlusker.com ,- ^fC.REENBERG GLUSKER FIELDS CLAM AN &MACHTFNGER LLP1900 Avenue of the StarsLos Angeles, California 90067-4590Telephone: 310.553.3610Fax: 310.553.0687

Superior Gsttftt—.--CeuBW e*'Lad An*el««

JUN 112014

Shcrri R. Carter, Execuuvy)ffic«/acARy Q~A* J^T_DqwP'

21st Floor Andre Watts

OF HEARING

Attorneys for TrusteeROCHELLE H. STERLING

SUPERIOR COURT OF THE STATE OF CALIFORNIAi

COUNTY OF LOS ANGELES

In the Matter of

THE STERLING FAMILYTRUST.

^titioner Rochel

O O O O

Case No. BP152858EX PARTE PETITION (1) FORCONFIRMATION OF TRUSTEE'S ACTSAND INSTRUCTING TRUSTEE AND(2) FOR ORDER DIRECTING TRUSTEEUNDER PROBATE CODE §!3l0(b) TOPREVENT INJURY OR LOSS TO TRUST

[Probate Code §§1310(b); 17200(b)(5) & (6)]

[Declaration of Rochclle Sterling and RichardBuchanan and [Proposed] Order FiledConcurrently]

Date:

Time:

Dept.: .

e H. Sterling fPetitioner"), sole Trustee of the Sterling Family Trust

(the "Trust"'), hereby presents her Ex Parle Petition (1) For Confirmation ofTrustee's Acts and

Instructing Trustee and (2) For Order Di&iii'fustS Snder Probate Code §1310(8 | 8$«rt5Injury or Loss to Trust (the «Pf©rB^&si If? W 811 £ -? " I *•,. ..?

1• Overview: This I«uTi& is gf^g^t pursuant to Probate Codej§§"i ?200<J)^)n& (6)*"•... P ?'• H 2 '.,--.. w> ^ as

concerning the internal affairs of the Trust §n£Questsflhat the Court confirm Peutiorgris &l, as jj

sole Trustee ofthe Trust, ofselling certain'assetgof the Trust, namely, the Los Angeles Chgpersf\>

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81294-00002/2190870. S w' s_ ' . y-, q q * ^j s • : ci....Q,„ra o ta-PETITION FORCONFlfN&fidfc Or^RUSTEE'S ACTS AND INSTRU&rifcffffcUSfk

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NBA Franchise (the "Clippers"),1 at arecord price of $2 Billion. This confirmation is required to

satisfy the "Conditions to Closing" under the Binding Term Sheet, dated May 29, 2014 (the

"BTS"), which memorializes the terms of sale of the Clippers to anew limited liability company

wholly-owned by former Microsoft Corp. CEO Steve Ballmer ("Buyer"). Atrue and correct

copy of the BTS is attached hereto as Ekhibit 1.2 Afully executed copy of the BTS was providedto Donald T. Sterling ("Donald") through his counsel on or about June 4, 2014. Because there

will be asignificant loss to the Trust and its beneficiaries ifthe Clippers are not promptly sold

upon the terms and conditions of the BTS,3 Petitioner also requests an Order under Probate Code

§13 10(b) directing her, as|Trustce of the Trust, to consummate the sale of the Clippers as

provided in the BTS notwithstanding any appeal that may be taken of the substantive Order

confirming Petitioner's act and instructing her with respect to the sale."

The BTS contemplates aclosing on July 15,2014, Notwithstanding the BTS, the NBA

has set its own deadline ofSeptember 15, 2014, for the closing ofthe sale and has advised

Petitioner that if the sale is not consummated by that date, the NBA will undertake proceedings to

seize and sell the team. See Declaration ofRichard W, Buchanan ("Buchanan Decl."), at Iflj 13,

14 and 20.) Thus, the sale of this $2 Billion asset hinges on granting the requested relief. It is

imperative that the Court act as soon as possible, Time is ofthe essence.

2. Trust: The Trust was established on August 12, 1998, by Donald and Petitioner,

husband and wife, as Sett

beneficiaries of the Trust

drs and Trustees, Donald and Petitioner are the sole vested current

The Trust was subsequently restated by Donald and Petitioner on

December 18, 2013. (Declaration ofRochelle Sterling ("Pet. Decl."), at Iffl 1, 2.) True and

1The Clippers are owned by LAC Basketball Club, Inc. ("LAC"), aCalifornia corporation whose stock is owned '100% bv the Trust. (Pet. Decl, at 1J4.)1The AS a result ofDonald's lifetime ban from the NBA, as discussed more thoroughly below, the Lifetime Rightsunder the BTS (pages 9and 10) exist only during Petitioner's lifetime. Because the Lifetime Rights arc neverthelesscommunity property and properly belong to the Trust, Petitioner assigned the Lifetime Rights to the Trust. Atrueand correct copy of theAssignment isattached hereto as Exhibit 2.3The BTS provides for up to 10% ofthe Clippers to be retained by LAC and contributed to acharitable foundation,to be sold ata later date. However, Petitioner will not exercise the option to have any interest in the Clipperscontributed to the foundation without either written consent by Donald, or a person who has authority to act on hisbehalf, or a Court Order. (Pet-. Decl. atf10.)

81294-00002/21 W870.5

PETITION FORCONFIRMATION OF TRUSTEE'S ACTS AND INSTRUCTING TRUSTEE

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•

correct copies of various relevant pages and provisions of the Trust, as restated on December 18,2013,4 are attached hereto as the following Exhibits:

Page or Provision Exhibit Number

Paee I

Paragraphs 2.5. through 2.7.

Article 7-

Article 8

Paragraph 10.24

Signature/Notary pages 8

3, Venue and Jurisdiction: Both Settlors reside in Los Angeles County, California,

and the principal place of administration of the Trust is Los Angeles County, California. The •Court, therefore, has jurisdiction to hear this Petition and to grant the relief requested herein

pursuant to Probate Code §§ 17200(b)(5) &(6), and proper venue lies in this Court.4. Based on Donald's Incapacity- Petitioner Acted Within Her Authority As Sole

Trustee ofthe Trust: Pursuant to the applicable provisions ofthe Trust instrument discussed

below/Donald ceased serving as aCo-Trustee of the Trust as of May 29, 2014, upon Petitioner'sreceipt of written certifications of his incapacity by two licensed physicians whose practiceregularly includes determinations of capacity. As aresult, Petitioner currently serves as sole

Trustee of the Trust. .

a. Provisions ofTrust: The Trust contains the following provisions relevant

to Petitioner's status as the sole Trustee of the Trust:

Paragraph, 7.2.a. provides that-"[i]f either Settlor ceases to serve, the

other shall serve as Trustee." (Ex. 5, f 7.2.a.)

u. Paragraph 7.3. provides that "[ajn individual serving as a Co-

Trustee of any trust may designate oneor more persons to serve serially (but not together) as his

4 All references to the Trust in this Petition are to the Trust as restated on December 18, 2013.81294-00002/2190870.5

PETITION FOR CONFIRMATION OF TRUSTEE'S ACTS AND INSTRUCTING TRUSTEE

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or her successors and/or as successors .to any such designees" Under Paragraph 7.3.a., a

designation "shall be in writing, signed by the individual Trustee making the designation andserving Co-Trustees of the trust." (Ex, 5,17.3.)

Paragraph.7.5.c. states: "Any individual who is deemed

incapacitated, as defined in Paragraph 10.24., shall cease to serve as aTrustee of all trusts

administered under this document. Each individual who agrees to serve as a Trustee ofany trust

administered under this document (A) shall cooperate in any examination reasonably appropriate

to carry out the provisions of this Paragraph 7.5.c, (B) waives the doctor-patient and/or

psychiatrist-patient privilege with respect to the results of such examination, and (C) shall allow aCo-Trustee or the Current Beneficiaries of the trust to review the individual's individually

identifiable health information or other medical records, waiving any privacy rights governed by

the Health Insurance Portability and Accountability Act of1996,42 U.S.C. §1320d (H1PAA), and

the regulations thereunder, including 45 C.F.R. §§160-164, to the extent.required to implement

this Paragraph 7.5.C. An individual's obligation to comply with the provisions of this

Paragraph 7.5.C is specifically enforceable." (Ex. 5, f7.5.c.)

iv. Paragraph 10.24. defines "incapacity," and derivations thereof, and

provides that "|a]n individual shall be deemed to be incapacitated if... two licensed physicianswho, as aregular part of their practice are called upon to determine the capacity of others, and

neither ofwhom is related by blood or marriage to any Trustee orbeneficiary, examine the

individual and certify in writing that the individual is incapacitated." (Ex. 7.)

b. Determination of Donald's Incapacity:

delivered to any other then

iii.

Paragraph; 7.5.c. ofthe Trust, quoted above, includes language

waiving an individual Trustee's privilege and privacy rights for purposes of determining whether

the individual is incapacitated and ceases to serve as aTrustee. When the Trust was executed on

December 18, 2013, Donald and Petitioner both signed the "Acceptance by Trustee," which

expressly acknowledged that waiver. (Ex. 8.5)

5 The Acceptance By trustee states, "The undersigned hereby accept the office ofTrustee and agree to serve inaccordance with the terms and conditions ofservice as set forth in this document, specifically including those termsS1294-0O002/2190S70.5

PETITION FOR CONFIRMATION OFTRUSTEE'S ACTS AND INSTRUCTING TRUSTEE

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Neither Dr. Platzer nor Dr.

IV.

Donald, who is 80 years old, was examined by Dr. Meril S. Platzer

on May 19, 2014, and by Dr. James Edward Spar on May 22, 2014. Prior to these examinations,at Dr. Platzcr's request, Donald voluntarily underwent aCT scan and aPET scan of his brain at

Cedars Sinai Medical Center.

iii. Both Dr. Platzer and Dr. Spar are licensed physicians who, asa

regular part of their practice, are called upon to determine the capacity of others, and bothDr. Platzer and Dr. Spar are board-certified by the American Board ofPsychiatry and Neurology.

Spar is related by blood or marriage to Donald or Petitioner, the sole

vested current beneficiaries of the Trust under Probate Code §15800.

1. Dr. Platzer is a neurologist who regularly sees patients

suffering from Alzheimer's Disease and other forms of dementia. Atrue and correct copy of

Dr. Platzcr's Curriculum v'itae is attached hereto as-Exhibit 9.

2. Dr. Spar specializes in geriatric psychiatry and has

frequently been appointed by courts to determine capacity. Petitioner requests that this Court takejudicial notice of Conservatorship ofRamirez (2001) 90 CahApp.4lh 390, Los Angeles SuperiorCourt case number NP008V26, in which Dr. Spar was appointed by this Court to examine the

proposed conservatee and file areport with the Court. Atrue and correct copy of Dr. Spar's

Curriculum Vitae is attached hereto as Exhibit 10.

Following their examinations ofDonald, both Dr. Platzer and

Dr. Spar certified in writing that Donald was incapable of carrying out the duties as aTrustee ofcopies oftheir written certifications of Donald's incapacity are

attached hereto as Exhibits 11 and 12, respectively.

1. Dr. Spar's letter/certification dated May 27,2014,

concludes: "Because ofhis cognitive impairment, Mr. Sterling is at risk ofmaking potentially

serious errors ofjudgment, impulse control, and recall in the management ofhis finances and his

trust. Accordingly, in my opinion he is substantially unable to manage his finances and resist

the Trust. True and correct

and conditions of service imposed pursuant to Paragraph 7.5.c."81294-00002/2190870,5 5

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fraud and undue influence, and is no longer competent to act as trustee of his trust."

2. Dr. Platzcr's certification dated May 29, 2014, concludes:

'It is my opinion that Mr. Donald T. Sterling is unable to reasonably carry out the duties as

Trustee of The Sterling'Family Trust as a result of, among otherfactors, an impairment of his

.level of attention, information processing, short term memory impaimient and ability to modulate

mood, emotional lability, and is at risk of making potentially serious errors of judgment."

v. Dr. Stephen L. Read is also board-certified by the American Board

of Psychiatry and Neurology and specializes in geriatric psychiatry and'has frequently been

appointed by courts to determine capacity. Petitioner requests that this Court take judicial notice

of In Re Estate ofWizel (2013; unpublished), Los Angeles Superior Court case number

BP101210, in which Dr. Read testified about a Co-Trustee's competence to serve. A true and

correct copy of Dr. Read's Curriculum Vitae is attached heretoas Exhibit 13. Dr. Read has

confirmed the methodology and conclusions of Drs. Platzer and Spar. A true and correct copy of

Dr. Read's written conclusions is attached hereto as Exhibit 14.

No Designation of Alternate Successor Trustee:c.

81294-OO002/2I90870.5

While both Donald and Petitioner served as Co-Trustees of the

Trust, each of them had the power, under Paragraph 7.3. of the Trust, to designate a successor to

serve in his or her placeas a Co-Trustee of the Trust should he or she cease to serve. Absent such

a designation, theTrust names Petitioner to serve as soleTrustee if Donald ceases to serve. (Ex.

5,H7.3.)

ii. Any such designation was, under Paragraph 7.3.a. of the Trust,

required to have been "in writing, signed bythe individual Trustee making the designation and

delivered to any other then servingCo-Trusteesof the trust." (Id.) At no time from December

18, 2013, when the Trust was restated, through May 29, 2014, when Donald ceased serving as a

Co-Trustee of the Trust, did Petitioner, as a Co-Trustee of the Trust, ever receive a document by

which Donald designated a successor to himself. (Pel. Decl. at 1j3.)

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d. Effect of Determination of Donald's Incapacity:

unilaterally bind the

Pursuant to Paragraph 7.5.c. of the Trust, Donald ceased servingas

a Trustee of the Truston May 29, 2014, when the second of the two licensed physicians' written

certifications of his incapacity was issued and received by Petitioner. (Ex. 5,^}7.5.c.)

ii. Paragraph 7.2.a. of theTrust names Petitioner as the sole Trustee of

the Trust if Donaldceases to serve withouthaving made any contrary designationof successor

Trustees under Paragraph 7.3. of the Trust that alters the succession of Trustees. (Ex 5,*|7.2.a.)

iii. Petitioner has served as the sole Trustee of the Trust since Donald

ceased.serving as a Co-Trustee on May 29, 2014. Petitioner, through her counsel, promptly

delivered notice of Donaldi's removal as a Trustee of the Trust to Donald, through his counsel, on

May 29, 2014. Atrue and [correct copy ofthe notice is attached hereto as Exhibit 15.

5. Urgent Need for Order Confirming Act and Need for Probate Code $131Q(b)

Order: There is an urgentneed for Orders from this Court both confirming Petitioner's acts in

connection with the sale of the Clippers upon the termsand conditions set forth in the BTS (the

"Sale Order") anddirecting Petitioner, as Trustee of the Trust, toconsummate the saleunder the

BTS pursuant to Probate Code §1310(b), even if there is an appeal of the Sale Order. This

urgency arises because, for reasons set forth below, (here is a strong likelihood that the National

Basketball Association (the "NBA") will seizeand sell the Clippers, asignificant and valuable

asset of the Trust, if the sale under the BTS cannot-be closed on or before September 15, 2014, A

Condition to Closing the sale is that:

"either (i) Donald [] irrevocably consents, in writing, to thesale of the Purchased Assets in adocument in form and substance reasonably satisfactory to Buyer, and which consent includesthe cessation/termination of any and all lawsuits that are then-pending against Buyer or withrespect to the transactions contemplated hereby, or (ii) a court of competentjurisdiction overthe Trust issues a final and non-appeaiable order confirming [Petitioner's] authority to

Trust and sell the Purchased Assets hereunder." (Ex. 1, at p. 8)

Thus, without Donald's consent to the sale of the Clippers under the BTS, it is necessary to obtain

an Order confirming Petitioner's authority to unilaterally bind the Trust and sell the Clippers as

set forth in the BTS. Although the July 15, 2014, Closing Date for the sale under the BTS can be

81294-O0Oia/2190870.5

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extended (Ex. I, at pp. 6-7), the NBA has imposed anon-extendable closing date of September

15,2014, for the sale. (Buchanan Decl., at ffl 13,14 and 20.)

a. Background: On March 7, 2014, Petitioner filed suit in Los Angeles

Superior Court, Case No. BC538659, to recover certain transfers that Donald had made from theircommunity property which Petitioner believes were for less than full and adequate consideration

and were without her consent. In apparent retaliation by the defendant in the suit, audio

recordings of Donald expressing racially offensive remarks (the "Recording") became public.

(Buchanan Decl., at 14.) Reaction to the Recording by the public and throughout the NBA

community was swift and severe, generating significant attention. (Buchanan Decl., at p.) TheNBA condemned Donald's remarks as contrary to its principles ofdiversity, inclusion and respect

and deeply hurtftil to the multicultural and multiethnic NBA community, including NBA owners,

players, fans, coaches, team personnel and business partners. (Buchanan Decl., at\ 4.)On April 29, 2014, NBA Commissioner Adam Silver fined Donald S2.5 Million

and banned him for life from any further association with the Clippers or the NBA. The

Commissioner further stated that he would urge the NBA Board ofGovernors to terminate the

current ownership of the Clippers and sell the team to anew owner. (Buchanan Decl., at f>.) By

May 9, 2014, the NBA had taken control of the day-to-day operations of the Clippers by

installing former Citigroup Chairman and former Chairman and CEO of Time Warner DickParsons as the interim Chief Executive Officer. Mr. Parsons reports to the Commissioner.

(Buchanan Decl., at f7.) The next day Donald participated in a televised interview with CNN's

Anderson Cooper in which he admitted making the racially offensive statements in the Recording

and acknowledged the harm he had caused. However, he also made additional offensive and dis

criminatory statements about African-Americans during trie interview. (Buchanan Decl., at «,|8.)

On May 19, 2014, the Commissioner initiated a written charge ("Charge") in

accordance with the procedures set forth in the NBA Constitution asserting that LAC's

membership in the NBAlshould be terminated. (Buchanan Decl., at 1j9.) Ahearing before the

NBA Board ofGovernors (excluding Donald) was scheduled for June 3, 2014, to hear evidence

and vote on the Charge. Under the NBA Constitution, if the Charge was sustained by avote oi81294-00002/219087O.S

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three-fourths of the NBA Board of Governors, LAC's membership in the NBA would

automatically be terminated. (Buchanan Decl., at 110.) LIpon termination, the NBAwould seize

the team, remove the Sterling family as owners, and sell the Clippers through a public auction

conducted by the NBA. (Buchanan Decl., at 120.)

b. Petitioner's Actions on Behalf of the Trust: Around the middle of May,

2014, Petitioner came to understand from the NBA that it would be impossible for Donald and

her to retain any interest in the Clippers. (Pet. Decl., at 15.) Thus, Petitioner took immediate

action to ensure preservation of the value of the Clippers for theTrust's beneficiaries. To that

end, she obtained Donald's

the NBA) could control the

consent to give her authority to sell the team so that she (rather than

inevitable sale. (Pet. Decl., at 16.) Accordingly, on May 22, 201'4,

Donald sent the NBA a signed letter agreeing to the sale of his interest in the Clippers and

authorizing Petitioner to negotiate with the NBA regardingall issues in connection with a sale of

the Clippers. (Pet. Decl., at 16; Buchanan Decl., at 111.) A true and correct copy of Donald's

May 22, 2014, authorization letter is attached hereto as Exhibit 16.

Next, Petitioner retained counsel and experienced investment bankers to assist her

in the marketing and sale of the Clippers. Between May 23 and May 29, Petitioner and her

advisors were in contact witlrat least twelve parties in connection with the sale of the Clippers,

four of whom submitted formal bids. The formal bids submitted to Petitioner ranged in value

from $1.2 Billion to $2 Billion - the latter of which was submitted by Buyer and accepted by

Petitioner, as Trusteeof the Trust. Petitioner ultimately signed the BTS,accepting Buyer's $2

Billion offer, the highest offer Petitioner received for the team. (Pet. Decl., at 17.)

Petitioner firmly believed, and stilt believes, that if the NBA had terminated

LAC's membership - as the NBA was virtually certain to do at the June 3 hearing - and seized

and sold the Clippers at public auction, there would have been no way to ensure that the sales

price of this significant and valuable asset of the Trust was maximized for the benefit of the

Trust's beneficiaries. Thus, time was of the essence in locating an appropriate purchaser for the

Clippers and entering into a binding contract to sell the Clippers in advance of the June 3 hearing.

81294-00002/2190870.5

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c. Petitioner Obtained the Highest Possible Value for the Clippers: Petitioner

is informed and believes that the $2 Billion purchase price for the Clippers under the BTS -

which includes not only the NBA franchise, but also assets which are ofanature customarily

associated with an NBA franchise, including all cash, intellectual property and goodwill related to

the assets owned by LAC, but excluding assets (and liabilities or obligations) which either are not

related to the franchise or are not customarily associated with an NBA franchise (collectively, the

"Purchased Assets") - represents the full and fair market value ofthe Clippers and clearly

demonstrates the adequacy of her efforts to market and sell the Clippers, notwithstanding the

exceptionally short period of time. (Pet. Decl., at 18.) In fact, the fast track sale - prompted by

the looming June 3hearing! to terminate LAC's NBA membership - likely heightened the interestfor the Clippers and contributed to the record sale price. Less than one month ago, on May 15,2014, the NBA approved the sate of another team, the Milwaukee Bucks, for S550 Million - less

than one-third ofthe price obtained for the Clippers under the BTS. According to Forbes

Magazine, the Bucks were worth $405 Million at the time of sale. The same Forbes article

valued the Clippers at $575 Million. Atrue and correct copy ofasummary of the Forbes analysis

is attached hereto as Exhibit 17.

d. Based on the BTS. the NBA Provisionally Withdrew the Charge Against

LAC and Donald: After the NBA received a copy ofthe signed BTS, the NBA immediately

withdrew the Charge and cancelled the June 3hearing based on the assurances ofPetitioner, as

Trustee ofthe Trust, and Buyer that they would "proceed promptly to aclosing ofthe

transaction." (Buchanan Decl., at 114.) Atrue and correct copy of the NBA's May 30, 2014,

letter is attached hereto as Exhibit 18. It is anticipated that a vote by the NBA owners to approve

Buyer's proposed ownership of the Clippers - which is required to consummate the sale of theteam by September 15, 2014 - will be conducted at the next regularly-scheduled NBA Board of

Governors meeting on July 15,2014. (Buchanan Decl., at 114.)

e. There Remains an Imminent Risk of NBA Seizure and Sale of the Clippers

if the Sale Under the BTS is not Consummated: Although Petitioner staved offan immediate

seizure and forced sale of the Clippers by the NBA, the threat remains. Although the NBA81294-00002/2190870.5 10

PETITION FOR CONFIRMATION OFTRUSTEE'S ACTS AND INSTRUCTING TRUSTEE

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withdrew the Charge, it did so without prejudice and expressly reserved all of its rights,

"including the right to renewthe Charge or file a new or amended charge at a laterdate."

(Buchanan Decl., at 1114, 20 and Ex, 18.) Moreover, the NBA entered a settlementagreement

with Petitioner, LAC, and the Trust (the "Settlement Agreement") under which Petitioner only

has until September 15, 2014, to complete the sale to Buyer. If the sale is not consummated by

that date, the NBA has the right to reinstate the Charge and reschedule the termination hearing.

(Buchanan Decl. at UK 14, 20.)

ft is the NBA's position that every day that Mr. Sterling remains an owner of the

Clippers causes additional damage not only to the Trust, but to the team and the NBA. The NBA

team to new ownership is the only way to put an end to this harm and

NBA to disassociate themselves from Donald's "abhorrent views"

and actions, and that immediate consummation of the BTS would best accomplish this result.

Petitioner's actions in entering into the BTS must be confirmed in order for the sale to close and

be approved by the NBA Board of Governors at its next meeting. (Buchanan Decl., at 115.)

Given the NBA's position that Donald's continued ownership of the Clippers is

the Clippers and the NBA's relationship with its fans, existing and

potential business partners and licensees, current and former NBA players and other Clippers

employees (Buchanan Decl', at 1116-19), it is virtually certain that if the sale to Buyer does not

close, the NBA will reinstitute the Charge, conduct a hearing, terminate ownership and seize and

sell the team at public auction. In fact, the NBA has confirmed that if Donald delays the sale to

Buyer, it will most likely do just that. (Buchanan Decl., at 120.) That result is not in the best

interests of the Trust or its beneficiaries.

• !f- A Sale Under the Terms or the BTS is in the Best interest of the trust:

Petitioner's actions culminated in the execution of the BTS which allowed Petitioner to control

Ithe sale of the Clippers; had Petitioner not executed the BTS, it is highly likely that the NBA

would have seized the Clippers and taken control of the sale which likely would have resulted in a

substantially lower sale price. By virtue of Petitioner's efforts, an unprecedented sale price of

$2 Billion was obtained, and the NBA dismissed the Charge against LAC and Donald. The sale81294-00002/21,'Xra70.5 t |

believes that the sale of the

permit the Clippers and the

causing substantial harm to

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of the Clippers for $2 Billion is for the benefit of, and is in the best interests of, the Trust and its

beneficiaries, Donald and Petitioner. The $2 Billion sale price that Petitioner negotiated

represents the highest price ever paid for asports franchise in North America6 and is more than

three times greater than the $550 Million for which the Milwaukee Bucks NBA franchise recently

sold, a sale that was just confirmed on May 15, 2014. Even after the income tax on the sale

proceeds is paid, the saleof the Clippers on the terms set forth in the BTS should result innet

sales proceeds being received by the Trust for the benefit of itsbeneficiaries that arc in excess of

twice the gross proceeds from the sale of the Milwaukee Bucks.

Moreover, if the NBA had seized the Clippers, or seizes the Clippers in the future,

and controls the sale process, there will likelybe additional costs to the Trust. The NBA contends

that under the NBA Constitution, and as a result of the Settlement Agreement, LAC and the Trust

would be responsible for all of the NBA's costs in connection with a termination and subsequent

sale of the Clippers, which could include the costs of hiring a bank, other experts, and counsel.

LAC and the Trust could also potentiallybe responsible for millions of dollars of damages.

(Buchanan Decl., at 120.)

8- Petitioner Requires a Court Order Affirming Her Actions on Behalfof the

Trust: The BTS requires as a Condition of Closing either Donald's consent or a final and non- -

appealable Order confirming Petitioner's authority to unilaterally bind the Trust. Because Donald

has, to date, refused to consent to the sale of the Clippers, a final and non-appealable order

confirming Petitioner's authority to unilaterally bind the Trust and sell the Clippers is required to

close the sale. Petitioner therefore requests that this Court confirm that Petitioner had authority to

(i) unilaterally bind the Trust under the BTS, as the owner of LAC which owns the Clippers, and

(ii) sell the Purchased Assets.

h. Order under Probate Code (j 1310(b) is -Necessary and Appropriate Given

the Tight Time Constraint t ic NBA Has Placed on the Sale: As discussed above, time is of the

essence with respect to closing the sale of the Clippers. If the sale is not closed by September 15,

Although the sale price for the Los Angeles Dodgers was slightly higher, that sale included substantialreal estateholdings in addition to the baseball franchise.8I294-O0002/2I9087O.5

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2014, it is highly likely that the NBA will reinstate the Charge against LAC (and Donald) and set

a hearing at which the LAC's membership will be terminated. That action will be followed by a

seizure and sale of the team at public auction, eviscerating all of Petitioner's efforts to maximize

the sale proceeds in the best interests of the Trust's beneficiaries. (Buchanan Decl., at 120.)

It will likely take two to three months to negotiate and draft the numerous

documents necessary for the closing of the sale under the BTS. Petitioner needs to have her

authority to consummate the sale under the BTS as soon as possible so that her counsel and

counsel for Buyer can begin this complex process.

Although, at times, Donald has consented to a sale, hc'has repeatedly changed his

mind. On May 22, Donald represented to NBA Commissioner Adam Silver that he agreed to ai

sale of his interest in the Clippers and specifically authorized Petitioner to negotiate a sale. A

week later, he refused to consent to the sale despite the staggering sale price. Then on June 5,

Donald announced through his attorney Max Blecher that he consented to the sale. A true and

correct copy of a June 5, 2014, AP newswire report is attached hereto as Exhibit 19. By June 9,

Donald had again made a complete about-face. A true and correct copy of a June 10, 2014, AP

newswire report is attached hereto as Exhibit 20.

Under the BTS, if Donald does not consent to the sale, Petitioner must obtain a final non

appealable court order confirming her authority to unilaterally bind the Trust under the BTS. Left

to its normal course, the process will take much longer than either Buyer or the NBA is willing to

wait. The BTS contemplates a closing by July 15, 2014, and the NBA Board of Governors plans

to meet that day to vote on whether to approve the sale to Buyer. Although the BTS contains

provisions permitting an extension of that date, the Settlement Agreement provides that the sale

must close by September 15, 2014. (Buchanan Decl. at 120.)

It would be impossible for this mater to be heard by the trial court on regular notice, andj

possibly the appellate courts, in time to meet the NBA's deadline. If heard on regular notice.

Petitioner would not have a ruling by this Court until after the July 15,2014, vote. A subsequent

appeal to the Court of Appeal and/or petition for review filed with the California Supreme Court

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Buyer.

could not possibly be completed prior to the NBA's September 15, 2014, deadline.7 The entire

appellate process could consume one to two years.

Thus, Petitioner requests that this Court direct Petitioner under ProbateCode §1310(b) to

consummate the sale of the Clippers as provided in the BTS notwithstanding any appeal that may

be taken of the substantive Order confirming Petitioner's actions in order to prevent loss and

injury to Donald and Petitioner as a result of not consummating the private sale of the Clippers to

Donald's Purported Revocation of the Trust on June 9,2014, Does Not Effect

the BTS: On June 9, 2014, Petitioner received from Donald a two-page letter by which Donald

purported to revoke the Trust (the "June Revocation"), a true and correct copy of which is

attached as Exhibit 21. Petitioner does riot believe that Donald had capacity on June 9, 2014, to

execute the June Revocation.

If, however, Donald did have capacity to execute the June Revocation, then the

June Revocation revoked the Trust, but, under both the terms of the Trust and Californialaw, the

BTS remains a binding Trustcontract and Petitioner, as Trustee of the Trust, docs not need to

immediately distribute the Trust assets to Donald and herself, individually, as the Trust's

beneficiaries, but can instead retain the requisite assets to-consummate the contractually required

sale of the Clippers under the BTS. Moreover, immediate distribution would be imprudent given

the issues surrounding Donald'scapacity and the inevitable deadlock between Donald (who

opposes the Clippers' sale) and Petitioner (who supports the Clippers' sale), making it impossible

to perform under the BTS, a binding contract entered into prior to the purported revocation.

Paragraph 2.5.a. of the Trust provides that either Settlor may revoke the Community

Trust, and, upon revocation, the assets of "'the Community Trust shall promptly be distributed to

the Settlors as their community property.!' Paragraph 2.6.a. of the Trust contains a similar

provision relating to any Separate Trust. In both cases, however, the Trust expressly provides

that "the Trustee may retain sufficient assets to secure payment of liabilities lawfully incurred by

Donald could conceivably even file a petition for writ of certiorari with the United States Supreme Court, furtherdelaying the finality of any prior decisionS1294-0O002/2S9OS7O.S 14

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LAC and the other Purchased Assets held by the Trust for the relatively short period necessary to

consummate the sale of the Clippers under the BTS, even after the June Revocation. Confirming

that, notwithstanding the June Revocation, the Trustee retains the authority to consummate the

sale under the BTS will protect the Trust from damages claims by Buyer for failure to close the

sale and allows the highly beneficial sale to be consummated.

7. For the Benefit of the Trust, the Sale Should be Confirmed: Even assuming

arguendo that Donald continues to serve as a Co-Trustee of the Trust and does not agree to the

sale, the Court should nevertheless confirm the sale because it is in the best interests of the

Trust'sbeneficiaries as set forth in greaterdetail in Paragraph 5 above. This is not a situation

where the Trustee's two choices are to hold an asset or to sell an asset. The NBA has made its

position clear: the two options arc to (i) consummate the pending private sale that Petitioner seeks

to haveconfirmed by the Court or (ii) have LAC's NBA membership terminated and the Clippers

sold through a publicauction controlled by the NBA. Because Petitioner believes the pending

private sale is extremely favorable to Donald and Petitioner, as beneficiaries of the Trust, and also

allows the Trustee control over the sale process, Petitioner believes that this Court should approve

the sale even if the Court were to determine that Donald remains a Co-Trustee of the Trust or that

the Trust is revoked. Petitioner is cognizant that a third option is to challenge the NBA's right

under the NBA Constitution to seize and sell the Clippers,9 but this third option will not only be

costlyand protracted, with little likelihood of success, causing the opportunity to sell the Clippers

for $2 Billion to be lost, but also expose the Trust to substantial damages from Buyer and the

NBA.

8- Notice: The names and addresses of each person entitled to notice of this Petition,

all of whom are adults, are as follows:NAME

Donald T. Sterlingc/o Maxwell M. Blecher, Esq.Blecher Collins Pepperman & Joye515 South Figueroa StreetSuite 1750

AGE/RELATIONSHIP

Adult Beneficiary

Donald has tiled a federal actionagainst the NBA and its Commissioner Adam Silveralleging violation ofconstitutional rights (free speech), breach of contract; antitrust; conversion; and breach of fiduciary duty.81294-00002/2190870.5 16

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As set forth in the accompanying Declaration ofMarc M. Stem, notice ofthis Ex Parte Petition

was given to Donald, through his attorneys, telephonically and by email on June 10, 2014, at

approximately 9:40 a.m.

WHEREFORE, Petitioner prays for an Order of thisCourt:

1 Confirming that Petitioner had authority to unilaterally bind the Trust, as the

owner of LAC which owns

Assets pursuant thereto;

•2. Authorizing

company wholly-owned by

DATED: June /f?2014

81294-00002/2190870.4

the Clippers, by executing the BTS and agreeing to sell the Purchased

and instructing Petitioner to sell the Clippers to a limited liability

Steve Ballmer upon the terms and conditions set forth in the BTS, and

to take all actions necessary orappropriate to complete the sale, including but not limited to the

execution ofany and all documents necessary to complete the sale and the transfer ofthe Clippers

contemplated thereby;

3. Directing Petitioner under Probate Code §13l0(b), as Trustee of the Trust,

to consummate the sale ofthe Clippers as provided in the BTS notwithstanding any appeal that

may be taken of the Order confirming Petitioner's act and instructing her with respect to the sale;

and

4. For such further relief as the Court deems appropriate.

RESPECTFULLY SUBMITTED

17

P\ERfcE O'DONNELL (SBN 81298)Attorneys for Trustee Rochelle H. Sterling

PETITION FORCONFIRMATION OFTRUSTEE'S ACTS AND INSTRUCTING TRUSTEE

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VERIFICATION

going Ex Parte Petition (1) For Confirmation ofTrustee's Acts andFor Order Directing Trustee Under Probate Code §1310(b) to Preventknow its contents.

to this action. The matters stated in it are true of my own knowledgethose matters which are stated on information and belief, and as to

t have read the foreInstructing Trustee and (2)Injury or Loss to Trust and

n£| I ama partyexcept as to

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those matters I believe them to be true.

I am an officer of , a party to this action, and am authorized to makethis verification for and on its behalf, and I make this verification for that reason.I have read the foregoing document(s). I am informed and believe and on thatground allege that the matters stated in it are true.

I am one of the attorneys of record for . , a party to this action.Such party is absent from the county in which I have my office, and 1make thisverification for and on behalf of that party for that reason. 1have read theforegoing documcnt(s). I am informed and believe and on that ground allege thatthe matters stated in it are true.

Executed at Los Angeles, California on June ( Q , 2014.

I declare under penalty of perjury under the laws of the State of California that theforegoing is true and correct.

81294-00002/2190870.4

EXHIBIT 1

•ii

BINDING TERM SHEET

Dated as ofThursday. May 29. 2014 (the "Effective Date")

ISellers and Buyer are entering into this binding term sheet (the "Binding Term Sheet")setting forth the terms and conditions ofthe acquisition by Buyer of all of the assets

Inc. ("LAC") relating to the Los Angeles Clippers NBAwhich are of a nature customarily associated with an

NBA franchise (such assets, including allcash, intellectual property and goodwill relatedto such assets owned by LAC, and excluding, for the avoidance of doubt, any assets (andany liabilities or obligations) which are either not related to the Franchise or are notcustomarily associated with an 'NBA franchise), arc herein referred to as the "TargetAssets").

owned by LAC Basketball Club,franchise (the "Franchise") and

Sellers:

Buyer:

Purchase Price:

Structure of

Transaction:

DC: 53457J0-5

LAC, The Sterling Family Trust (the"Trust") and Rochelle"Shelly" Sterling, as trustee of the Trust and in herindividual capacity (with the Trust being the owner of all ofthe issued and outstanding shares of LAC) (all of suchparties] collectively, "Sellers")Steven|A. Ballmer, for himself personally and on behalfof alimited liability company to be created by him ("Newco")which will acquire the Purchased Assets hereunder (and ofwhich Mr. Ballmer shall be the sole owner through theClosing; Mr. Ballmer and Newco, collectively, "Buyer").The purchase price for 100%' of the Target Assets (the"Purchase Price") shall be US$2. Billion.

The Purchase Price is not subject to further adjustmentbased on any further diligence review by Buyer or otherfactors]

The Purchase Price shall be paj'able at the Closing in cashby wire transfer of immediately available funds to theaccounts) designated by Sellers.At Sellers' option, LAC will either (i) sell 100% of theTarget 'Assets to Buyer for 100% of the Purchase Price, or(ii) sell 90% of the Target Assets to Buyer for 90% of thePurchase Price, in which case the following additionaltransactions will occur: Newco will acquire an undivided90% interest, in the Target Assets in consideration forpayment to Sellers of 90% of the Purchase Price; LAC willretain a 10% interest in the Target Assets; concurrently withsuch purchase and sale, LAC will contribute its remaining10% interest in the Target Assets to Newco in exchange fora 10%j membership interest in Newco; and immediatelythereafter, LAC will contribute its membership interest in

Exhibit 1 -Page 19

Charitable

Foundation:

Newco (the "Foundation Interest") to a charitablefoundation as described below. .Shelly Sterling may, in hersole discretion, reduce the amount of the membershipinterest comprising the Foundation Interest, in which casethe percentages described in this section shall be adjustedaccordingly. The Target Assets purchased by Buyer at theClosing shall be referred to herein as the "PurchasedAssets". If Sellers do not make an election (with a specifiedpercentage) prior to June .15, 2014, then Sellers shall beobligated to sell 100% of the Target Assets to Buyer at theClosing for 100% of thePurchase Price. _^The charitable foundation referred to above will be either anew foundation dedicated to benefiting children, minorities,abused women, and other causes, which will be called TheShelly Sterling Foundation (the "Foundation"),or a donor-advised fund at a recognized public charity reasonablyacceptable to the NBA (the "Fund"). Shelly Sterling willserve as Chair of the Foundation or advisor of the Fund (asapplicable) during'her lifetime. If a Foundation is utilized,Buyer and Shelly Sterling willeach havethe right to appointsix members to the Foundation's Board of Directors. Theparties' shall use reasonable best efforts to structure theoverall transaction and the contribution of the FoundationInterest to the Foundation or the Fund in a manner such thatSellers are not taxed on the value of the Foundation Interestat or following the Closing.

Notwithstanding the Foundation Interest, Buyer will havetotal control over Newco, the Franchise and its operationsand management, with the exception that Buyer may notrequire the Foundation or the Fund to make additional.capital] contributions or dilute the Foundation Interestwithout the prior written consent of the Foundation or theFund (as applicable).

For a period of 90 days following the death of,ShellySterling, Buyer will1 have a call option to purchase, theFoundation Interest from the Foundation or the Fund for apurchase price equal to the Purchase Price multiplied by thepercentage interest of the Foundation Interest, increased bya factor of 2% on each annual anniversary of the Closing(compounding on each such anniversary) until the option isexercised. The closing of the purchase and sale of theFoundation Interest shall occur on a date mutually agreed toby the parties which shall be no later than 90 days followingthe exercise of the option. The purchase price for the

Exhibit 1 - Page 20

Transaction Form:

•

Foundation Interest shall be paid at such closing in cash inimmediately available funds.

Buyer

Asset I purchase. Without limiting their obligation toconsummate an asset purchase under this Binding TermSheet, the parties'mayconsideranother mutually acceptablestructure (e.g., purchase of equity, merger or consolidation)that results in Buyer having complete control and, subject tothe Foundation Interest,' ownership of the assets thatcomprise the Franchise as a going concern. The parties willuse good faith efforts to use a structure that provides Sellersand Buyer with maximum tax benefits.

shall assume all contracts and obligations arising inthe ordinary course of business (through the Closing)attendant to the Purchased Assets, except for anyindebtedness for borrowed money and any paymentsassociated therewith (which shall be the sole responsibilityof Sellers) and except for obligations or liabilities which arenot related to the Franchise or otherwise are not customarilyassociated with an NBA franchise (including any suchobligations or liabilities which are not customarilyassociated with any practice facility or with any associatedfoundation or charitable organization), each of which shallbe the] sole responsibility of Sellers. Buyer shall offer tohire all employees and assume all benefit plans of LAC thatare customary for an NBA franchise (but excluding anyunfunded obligations arising with respect to periods prior tothe Closing Date). For the avoidance of doubt, Buyer shallbe responsible for and shall assume all obligations to payany deferred compensationor the like.payable to any player,coach, staff member, management personnel or any otlieragent or employee of LAC, all of which have either beendisclosed to Buyer in writing or are of a type and amountwhich is customary for an NBA franchise.

Buyer shall be responsible for any sales or use tax resultingfrom the transfer of any of the Purchased Assets and anydocumentary transfer tax imposed on the recordation of anyinstrument required to consummate the transactionsprovided for herein. •

The Purchased Assets shall be transferred to Buyer at theClosing, free and clear of all liens, claims, encumbrancesand security interests. Subject to the foregoing, and to therepresentations and warranties provided for herein, Buyer.will otherwise purchase the Purchased Assets on an "as-is,

Exhibit 1 - Page 21

•

NBA Approval;Settlement Agreement

Earnest MoneyDeposit;Proof of Funds

wherefis" basis.

If Sellers fail to deliver to Buyer at the Closing all of theassets owned by Sellers or their affiliates which arenecessary or primarily used in the operation ofthe Franchiseas currently operated by Sellers (other than the practicefacility, which will be retained by the Trust), men Sellers, atBuyer?s election, will have an obligation to deliver suchassets [to Buyer following the Closing for no additionalconsideration.

Buyerj and its representatives and owners acknowledge thatthey have read the NBA Ownership Transfer Manual andrepresent that they have no knowledge of any basis onwhich they would not be approvedas the new owners of themembership. The parties shall use reasonable best efforts toclose [the transaction by the Closing Date, including byexecuting all customary documents and taking all actionsrequired to obtain NBA approval, and shall not take anyaction that would impair or delay the prompt consummationof the transaction.

Anything herein to the contrary notwithstanding, if theSettlement Agreement (as defined below) is not executedprior to 5:00 p.m. Pacific Daylight Time on June 2, 2014,this Binding Term Sheet shall terminate and be of no furtherforce or effect without any liabilities to the partieshereunder.

Buyer shall make an earnest money deposit (the "Deposit")equal [to $300,000,000 by 5:00 p.m. Pacific Daylight Timeon June 2, 2014, which shall be held in escrow by amutually acceptable financial institution pursuant to acustomary escrow agreement. If the Closing occurs, theDepositwill be releasedand paid to Sellers at the Closing aspartialpayment of the Purchase Price. The Deposit shall bereturned to Buyer if the transaction does not close by theClosing Date for any reason other than Buyer's breach ofthis Binding Term Sheet, including Buyer's failure to closeif the Conditions to Closing are or could be materiallysatisfied (other than as the result of a breach or failure bySellers to comply with their obligations hereunder), inwhich case the Deposit will be paid to Sellers as liquidateddamages (and not a penalty). The parties expresslyacknowledge and agree that the purpose of this liquidateddamages provision is to induce full performance of theBinding Term Sheet in accordance, with its terms. Theparties further stipulate and agree that (i) the actual damages

Exhibit 1 - Page 22

•

Due Diligence:

Access to

Information:

Representations andWarranties;

that would result from a termination of the Binding TermSheet is incapable or very difficult of accurate estimation,(ii) Che liquidated damage amount set forth herein is areasonable forecast of just compensation for the harm, and(iii) the liquidated damages sum set forth herein is notgrossly disproportionate to any damages that mightreasonably be incurred by the Sellers if the transactionscontemplated herein are not consummated.

Buyer2014,

shall, by 12:00p.m. Pacific Daylight Time on June 2,deliver to Sellers proof of funds of the full Purchase

Price in form and substance satisfactory to Sellers.Buyerj hereby confirms it has completed its due diligenceinvestigation.Between the Effective Date and the Closing Date, Sellerswill grant Buyerand its representatives reasonable access tothe Franchise's officers, employees, properties, facilities,booksi records, contracts and other assets,' subject in allcases to compliance with all applicable NBA Rules and anyrequired NBA approvals.Sellers represent and warrant to Buyer that, subject to thematters described under the "Trusteeship" section below, (i)the execution, delivery and performance of this BindingTerm]Sheet have been duly and validly authorized by allnecessary action on the partof each Seller, (ii) this BindingTerm |Sheet constitutes a valid and binding obligation ofeach Seller, enforceable against each Seller in accordancewith its terms, and (iii) the Purchased Assets include allassets' owned by Sellers or their affiliates which arenecessary or primarily used in the operation of the Franchise(other than the practice facility). In addition, Sellersrepresent and warrant to Buyer that (i) sinceApril 30,2014,LAC has not made any distribution or other advance to anyother Seller or its affiliates, other than in the ordinary courseof business and (ii) Rochelle "Shelly" Sterling has notreceived notice that Donald T. Sterling has designated asuccessor to himself as a trustee of the Trust.

Buyer represents and warrants to Sellers that (i) theexecution, delivery and performance of this Binding TermSheet have been duly and validly authorized by allnecessary action on the part of Buyer, each owner of Buyeror any other person and (ii) this Binding Term Sheetconstitutes a valid and binding obligation of Buyer,enforceable against Buyer in accordance with its terms.

Exhibit 1 - Page 23

Closing Date:

€>

The Long-Form Agreements will contain other customaryrepresentations and warranties to be provided by the Sellersou a joint and several basis as to fundamental matters (i.e.,

.authorization, power and authority, capitalization, consentsand approvals, litigation, title to and adequacy of assets, taxmatters, employee matters, material contracts, financialstatements, third party debt, related party transactions andabsence of undisclosed liabilities (the "FundamentalRepresentations")), as well as other representations andwarranties to be provided by both parties which arecustomary for a transaction of this nature and subject tomutual agreement. The representations and warrantiesrelating to authorization, title to assets, tax matters, thirdparty debt and related party transactions shall survive theClosing indefinitely; no other representations and warrantiesof Sellers will survive the Closing.

Notwithstanding anything herein to the contrary, unless anduntil the Buyer Condition to Closing is satisfied, Sellers'representations and warranties contained in this BindingTerm Sheet or in any Long Form Agreement, whether to begiven as of the Effective Date, the Closing Date orotherwise, shall not include Sellers' authority to sell thePurchased Assets as it relates to any of the matters describedin the]'Trusteeship" section below; provided, that Sellersrepresent and warrant to Buyer that Sellers in good faithbelieve that they have the authority to enter into thetransactions contemplated hereby and to sell the PurchasedAssets to Buyer.

Notwithstanding anything herein or the Long-FormAgreements, absent fraud on the part of Sellers, under nocircumstances whatsoever shall Sellers be liable to Buyerunder any contract, strict liability, negligence or other legalor equitable theory, for any incidental, indirect, special,consequential or punitive damages or lost profits inconnection with thesubject matter, hereof. „___Subject to satisfaction of the Conditions to Closing, thedosing for the transactions contemplated hereby (the"Closing") shall occur on July 15, 2014, or such earlier dateas the parties shall mutually agree (the "Closing Date"),provided that if Sellers and Buyer are working together ingood |faith to effect the Closing and the Conditions toClosing have not been satisfied prior to such date, then theClosing Date shall automatically be extended by 30 days;and provided further, that if as of the Closing Date, the

Exhibit 1 - Page 24

Conditions:

Buyer Condition to Closing (as defined in the Conditionssection below) is not satisfied, Buyer, at Buyer's solediscretion and subject only to any required NBA approval,may extend the Closing Date for an additional period not toexceed the shorter of (x) anadditional 360 days (i.e., for anextension of 390 days in total), and (y) the date 10 daysfollowing the date on which the Buyer Condition to Closingis satisfied. Time is of the essence. If the Closing does notoccur by the Closing Date (as it may be extended per thisparagraph or otherwise by agreement of the parties), theDeposit shall be treated as set forth in the Earnest MoneyDeposit; Proof of Funds section above, and this BindingTerm Sheet shall terminate (other than Seller'sindemnification obligations set forth herein, which shallsurvive and such termination shall not relieve any party forits breach of this Binding Terra Sheet prior to the date ofsuch termination).

Subject to the terms and conditions of the Binding TermSheet, |at the Closing, the parties will execute customarytransfer instruments and closing documents to consummatethe transacUon. •Theobligations of Buyer and Sellers to close the transactionunder this Binding Term Sheet are conditioned solely uponsatisfaction of the following conditions and the BuyerCondition to Closing set forth in the next paragraph (thefollowing conditions, including the Buyer Condition toClosing, shall be collectively referred to herein as the"Conditions to Closing"):

(0

(ii)

(iii)(iv)

expiration or early tennination of any applicablewaitingperiods under the Hart-Scott-RodinoAct,absence of injunction, restraining order or othergovernmental order or action, and absence ofmaterial litigation challenging the authority ofBuyer or Sellers to consummate the transactionscontemplated hereunder or otherwise seeking toprevent theconsummation of such transactions,receipt of NBA approval,accuracy of the Fundamental Representations in allmaterial respects and the accuracy of otherrepresentations and warranties contemplatedby the"Representations and Warranties" section above,except when failure to be accurate has not had andwould not reasonably be expected to have amaterial adverse effect on the Franchise,

Exhibit 1 -Page 25

Exclusivity:

•

(v)

i(vi)

performance of covenants set forth in this BindingTerm Sheet in all material respects,entry into a new practice facility lease (as

! described below), and(vii) Sellers shall have entered into amutual release and

settlement agreement with the NBA under whichall charges against each of the Sellers aredismissed, the parties exchange mutual releases,and Shelly Sterling shall, have the right to donatethe $2.5 million amount associated with the fineimposed by the NBA on Donald T. Sterling to acharity of her choosing in lieu ofpaying such fine(the "Settlement Agreement").

In addition, the obligations ofBuyer to close the transactionthis Binding Term Sheet are conditioned upon

satisfaction of the following condition as of the ClosingDate: 'either (i) Donald T. Sterling irrevocably consents, inwriting, to the sale ofthe Purchased Assets in adocument inform 'and substance reasonably satisfactory to Buyer, andwhich1 consent includes the cessation/termination ofany andall lawsuits that are then-pending against Buyer or withrespect to the transactions contemplated hereby, or (ii) acourt ofcompetent jurisdiction over the Trust issues a finaland non-appealable order confirming Shelly Sterling'sauthority to unilaterally bind the Trust and sell thePurchased Assets hereunder (or pursuant to the Long FormAgreement) (the "Buyer Condition to Closing").

The parties will file their Hart-Scott-Rodino notificationspromptly after the execution of this Binding Term Sheet,and shall jointly determine whether to elect earlytermination of the waiting period thereunder.

There will be no condition for Buyer's ability to obtainfinancing to fund the transaction.Frornlthe Effective Date through the Closing Date, neitherSellers nor Buyer, nor any of their respective affiliates,representatives,. advisors, or agents, shall, directly orindirectly, shop, market or proceed with any transactioninvolving a transfer, sale, partnership, hypothecation,merger, or other transaction involving the ownership orcontrol of the PurchasedAssets or of any entity that owns orcontrols the Purchased Assets, or which would otherwise beinconsistent with, or delay the consummation of thetransactions contemplated bythis BindingTermSheet.

Exhibit 1 - Page 26

•

Practice FacilityLease:

Operations BetweenEffective Date and

Closing Date:

Break-Up Fee:

Lifetime Rights:

Sellers' and Buyer agree that the existing practice facilitylease between the Trust and LAC shall be tenninated as ofthe Closing Date, and the Trust and Buyer shall enter into anew triple net (NNN) lease of the current practice facilityfor a |period of 10 years at a market rental rate withcustomary escalators to be agreed upon by the Trust andBuyer|and otherwise on customary terms and conditions.Sellers and Buyer agree that operations of the Franchisebetween the Effective Date of this BindingTerm Sheet andthe Closing Date will be in the ordinary course as currentlymanaged by Dick Parsons asInterim CEO. Subject to NBAapproval, Buyer will be afforded the maximum set ofinterim operating rights prior to the Closing, as such rightsare set forth in the NBA Ownership Transfer Manual.Buyer! will lose the Deposit if Buyer fails to close orotherwise materially breaches this Binding Terra Sheet, ifallConditions toClosing areorcould be materially satisfied(other] than as the result of a breach or failure by Sellers);provided, that, for clarity, Buyer shall not lose the Depositdue to its failure to waive any Conditions to Closing or itsfailure to extend the Closing Date.Shelly Sterling will, for the remainder of her life, receivefrom Buyer, at Buyer's sole expense, the following:

(i) 10 tickets in Section 101 or 111 for all Clipperspreseason, regular season and postseason games atStaples Center and all Clippers preseason, regularseason and postseason away games versus the LosAngeles Lakers at Staples Center, with the exactlocation of such tickets to be identified by ShellySterling and reasonably approved by Buyer;

(ii) 2 courtside tickets for all Clippers preseason,regular season and postseason home games atStaples Center and all Clippers preseason, regularseason and postseason away games versus the LosAngeles Lakers at Staples Center;

(iii) 6 parking spaces in the Ixrt C Garage for eachgame at Staples Center described above (the"Staples Games");

(iv) 12 VIP passes (including access to the Lexus Club,Arena Club, Chairman's Lounge and media roomorequivalent) for each Staples Game; and

(v) three championship rings following any ClipperNBA championship.

AH references to StaplesCenter ip this section shall include

Exhibit 1 - Page 27

EmploymentAgreements:

Long-FormAgreements:

Further Assurances:

Expenses:

any successor or alternative arenas used by the Clippersand/or1 the Lakers for home games during the lifetime ofShelly Sterling.

Buyer shall also give Shelly Sterling the title of "OwnerEmeritus" and "Clipper's Number 1 Fan", which titles sheshall retain for the duration of her lifetime.Buyer] shall, effective as of the Closing, offer two yearemployment contracts to each ofCarl Lehr, Gary Sacks andEric Kliller on substantially similar terms as their currentemployment terms with LACThe parties will negotiate in good faith to enter into terms ofa long-form agreement and other related documentation infurtherance of the underlying transaction, on termsconsistent in all respects with this Binding Term SheetfLong-Porm Agreements"), the parties will use theirreasonable efforts to negotiate and execute such Long-FormAgreements promptly following the Effective Date of thisBinding Term Sheet. However, unless and until such time asthis Binding Term Sheet is replaced by any such furtherdocumentation, this Binding Term Sheet remains bindingon, and memorializes the legal, contractual and enforceablerights andobligations of, theparties.

In tine event that all of the Conditions to Closing aresatisfied by the parties, and the parties do notagree on theterms of Long-Form Agreements by the Closing Date,Buyer shall purchase, and Sellers shall sell to Buyer, thePurchased Assets in accordance with the terms of thisBinding Term Sheet and, atthe Closing, Sellers shall deliverto Buyer a statement of representations as to (i) theownership of and title to the Purchased Assets beingtransferred, (ii) the power and authority of the transferorparties', (iii) the enforceability thereon ofthis Binding TermSheet 'and (iv) the other representations identified oppositethe heading "Representations andWarranties" above, whichshall [be on customary terms and include materialityqualifiers to be agreed between Sellers and Buyer (and thedisclosure schedules to such representations and warrantiesshall only reflect matters that are of a type and amountwhichlare customarily associated with anNBA franchise)Each party hereto shall use its reasonable best efforts totake, or cause to be taken, all appropriate action and allthings] necessary to consummate and make -effective thetransactions contemplated by this Binding Term SheetExcept as set forth herein, each party shall bear all of its

.10

Exhibit 1 - Page 28

Disputes:

Governing Law;SpecificPerformance:

Indemnification:

own expenses, it being understood that Buyer shall bear allapplicable governmental and NBA filing fees with respectto the1 transactions contemplated hereby. LAC shall notberesponsible for any expenses of Sellers relating to thetransactionscontemplated hereby.Notwithstanding the terms of any Non-DisclosureAgreement previously executed by Buyer, and subject toNBA 'rules andto Buyer's specific performance rights assetforth below, any dispute, claim or controversy arising underthis Binding Term Sheet or the Long-Form Agreements(including with respect to disposition of the Deposit orwhether to include certain terms in the Long-FormAgreements) or the breach, termination, enforcement,interpretation or validity thereof, shall be resolvedexclusively by arbitration in Los Angeles, California beforea single arbitrator. The arbitration shall be administered byJAMS pursuant to JAMS' Streamlined Arbitration Rulesand Procedures, and the decisions of the arbitrator shall befinal, [conclusive, unappealable and binding on the parties.Under all circumstances prior to the Closing theparties willinstruct the arbitrator to resolve such disputes within 3business days following submission thereto.This Binding Term Sheet shall be governed by the laws ofthe State of California, notwithstanding the terms of anyNon-Disclosure Agreement previously executed by Buyer.Each party recognizes that the Purchased Assets are uniqueand damages cannot provide an adequate remedy in theevent |of a breach ofthis Binding Term Sheet by Sellers.Therefore, if the Conditions to Closing are satisfied or couldbe materially satisfied by Sellers and Sellers fail or refuse toconsummate the sale and purchase of the Purchased Assetscontemplated hereby, Buyer shall be entitled to seek specificperformance of the sale and purchase of the PurchasedAssets and theotherobligations of theSellers hereunder.If Buyer is named as a party in any claim or legal actionbrought (whether before orafter Closing) by oron behalfofDonald T. Sterling or his affiliates and arising from, withrespect to or in connection with the attempted purchase ofthe Purchased Assets (including, without limitation, withrespect to the matters described in the Trusteeship sectionbelow1, but excluding any claim arising from or relating toany breach by Buyer under this Binding Term Sheet or theLong-Form Agreements), then Sellers shall indemnify anddefend Buyer against any costs, expenses (includingreasonable attorneys' fees) and liabilities (collectively,"Losses") resulting from any such claim; provided, that if

11

Exhibit-.1 - Page 29

Trusteeship:

4-i

«r

any such claim is brought prior to Closing and asserts tiiatSellers do not have the legal right to sell and transfer thePurchased Assets to Buyer as provided herein (a "DTSClaim") and Buyer elects in its sole discretion to waive theBuyer Condition to Closing and the Closing thereforeoccurs prior to the resolution of the DTS Claim, then Sellersshall not be obligated to indemnify Buyer for any Lossesincurred following the Closing with respect to the DTSClaim.

Buyer has been advised that Donald T. Sterling has-beenremoved as a Trustee of the Trust pursuant to paragraph7.5.c of the Trust.

[Signature Page Follows]

12

Exhibit 1 - Page 30

The undersigned parties have executed this Binding Term Sheet as of the datefirst written above;

SELLERS

LAC Basketball Club, Inc.,a California corporation

By: yp-gy-rNarffe:Its: CLw^«^ rfp 4k fnonff

.l^-lSr-^Cf- ^•c^-^''

CO •^~»' _^_

(n^ne^lK^Laferung, in^fviduaTly "and in" hercapacity as Trustee of The Sterling Family Trust

BUYE

Steven A

ofNewco

13

individually and on behalf

Exhibit 1 -Page 31

EXHIBIT 2

m

ASSIGNMENT OF ASSETS TOREVOCABLE TRUST

ROCHELLE H. STERLING hereby assigns those "Lifetime Rights" set forth on pages9and 10 of that certain Binding Term Sheet dated as ofMay 29, 2014 (the "Term Sheet"), whichpages are attached hereto as Exhibit Aand incorporated herein by this reference, to the TrusteeofTHE STERLING FAMILY TRUST (the "Trust"). Because of the restrictions in effect withrespect to DONALD T. STERLING'S further participation in any activities involving or relatedto the National Basketball Association (the "NBA") or the Clippers franchise of the NBA (the"Clippers"), the Lifetime Rights are stated as rights received by ROCHELLE H. STERLINGduring her lifetime. Notwithstanding the foregoing, the Lifetime Rights are and shall remain thecommunity property of the Settlors of the Trust and shall hereinafter be held by the Trustee ofthe Trust.

This Assignment of Assets to Revocable Trust is binding upon the Settlors of the Trust,their heirs, assigns, successors inenforced by the Trustee of the Trust

_ Effective as of May 29, 20,14.

Received and accepted by:

interest and personal representatives and may be specifically

tOCHELLE H. STERLING, as sole Trusfcof THE STERLING FAMILY TRUST

Exhibit 2 - Page 32

•

Practice FacilityLease:

Operations BetweenEffective Date and

Closing Date:

Break-Up Fee:

Lifetime Rights:

Sellers! and Buyer agree that the existing practice facilitylease between the Trust and LAC shall be tenninated as ofthe Closing Date, and the Trust and Buyer shall enter into anew triple net (NNN) lease of the current practice facilityfor a iperiod of 10 years at a market rental rate withcustomary escalators to be agreed upon by the Trust andBuyer and otherwise on customary terms and conditions.Sellers and Buyer agree that operations of the Franchisebetween the Effective Date of this Binding Term Sheet andthe Closing Date will be in the ordinary courseas currentlymanaged by DickParsonsas Interim CEO. Subject to NBAapproval, Buyer will be afforded the maximum set ofinterim operating rights prior to the Closing, as such rightsare setforth in the NBA Ownership Transfer Manual.Buyer! will lose the Deposit if Buyer fails to close orotherwise materially breaches this Binding Term Sheet, ifall Conditions to Closingare or could tie materially satisfied(otherjthan as the result of a breach or failure by Sellers);provided, that, for clarity, Buyer shall not lose the Depositdue to its failure to waive any Conditions to Closing or itsfailure to extend the Closing DateShelly, Sterling will, for the remainder of her life, receivefrom Buyer, at Buyer'ssole expense7the following:"

(i)

(ii)

(iii)

(iv)

(v)

10 tickets in Section 101 or 111 for all Clippers• preseason, regular season and postseason games at

Staples Center and all Clippers preseason, regularseason and postseason away games versus the LosAngeles Lakers at Staples Center, with the exactlocation of such tickets to be identified by ShellySterling and reasonably approved by Buyer;2 courtside tickets for all Clippers preseason,regular season and postseason home games atStaples Center and all Clippers preseason, regularseason and postseason away games versus the LosAngeles Lakers at Staples Center;6 parking spaces in the Lot C Garage for eachgame at Staples Center described above (the"Staples Games"):12 VIP passes (including access to theLexus Club,Arena Club, Chairman's Lounge and media roomor equivalent) for each Staples Game; andthree championship rings following any ClipperNBA championship.

All references to Staples Center in this section shall include

Exhibit 2 - Page 33

EmploymentAgreements:

Long-FormAgreements:

Further Assurances:

Expenses:

any successor or alternative arenas used by the Clippersand/or the Lakers for home.games during the.lifetime ofShelly Sterling.

Buyer shall also give Shelly Sterling the title of "OwnerEmeritus" and "Clipper's Number 1 Fan", which titles sheshall retain for the duration pf her lifetime.Buyer] shall, effective as of the Closing, offer two yearemployment contracts to each of Carl Lehr, Gary Sacks andEric filler on substantially similar terms as their currentemployment terms with LACTheparties will negotiate ingoodfaith to enterinto terms ofa long-form agreement and other related documentation infurtherance of the underlying transaction, on termsconsistent in all respects with this Binding Term Sheet("Lone-Form Agreements"). The parties will use theirreasonable, efforts to negotiate and execute such Long-FormAgreements promptly following the Effective Date of thisBinding TermSheet. However, unless and untilsuch time asthis Binding Term Sheet is replaced by any such furtherdocumentation, this Binding Term Sheet remains bindingon, and memorializes the legal, contractual-and enforceable

-rights-afld-obli^auemof^h&^aities; __

In the event that all of the Conditions to Closing aresatisfied by the parties, and the parties do not agree on theterms

Buyerof Long-Form Agreements by the Closing Date,shall purchase, and Sellers shall sell to Buyer, the

Purchased Assets in accordance with the terms of thisBinding Term Sheet and, atthe Closing, Sellers shall deliverto Buyer a statement of representations as to (i) theownership of and title to the Purchased Assets beingtraasferred, (ii) the power and authority of the transferorparties, (iii) the enforceability thereon ofthis Binding TermSheet jand (iv) the other representations identified oppositethe heading "Representations andWarranties" above, whichshall Ibe on customary terms and include materialityqualifiers to be agreed between Sellers and Buyer (and thedisclosure schedules to such representations and warrantiesshall only reflect matters that are of a type and amountwhich! are customarily associated with an NBA franchise)Each party hereto shall use its reasonable best efforts totake, hi cause to be taken, all appropriate action and allthings) necessary to consummate and make effective thetransactionscontemplated bythis BindingTerm Sheet.Except as set forth herein, each party shall bear all of its

10.

Exhibit 2 - Page 34

• •

EXHIBIT 3

€>

THE STERLING FAMILY TRUST

(2013 RESTATEMENT)

ARTICLE 1

INTRODUCTION

1.1 Restatement OfTrust

On August 131, 1998, DONALD T, STERLING and ROCHELLE ILSTERLING, who arc referred to herein individually as the "Husband" or the "Wife,"respectively, or as a "Settlor," and collectively as the "Settlors" or as the "Trustee," dependingupon the context, executed that certain Declaration of Trust referred to u THE STERLING

FAMILY TRUST. Pursuant to the Settlors* retained powers, the Settlors hereby restate THESTERLING FAMILY TRUST in its entirety. This restatement shall neithercreate a new trust

nor require the transfer or re-registration of assets now held by the Trustee ofTHE STERLING

FAMILY TRUST.

1.2 Family Of Settlors

The Settlors are married to each other and have two (2) adult living childrenof their marriage, .namely, JOANNA STERLING MILLER and CHRIS STERLING, The

Settlors have one (1) deceased child, namely SCOTT STERLING. The Settlors have no other

children, living or deceased. References herein to the Settlors' children shall include only theforegoing named children.

1.3 Disinheritance Clause

1. . The Settlors have intentionally omitted to provide for any individual notmentioned in this document who, if either Settlor had died intestate,would be entitled to share in

his or Her estate as an heir at law or otherwise.

1.4 Names OfTrusts

The trust restated by this document shall continue to be referred to as THE

STERLING FAMILY TRUST. Iprom time to time, various trusts may be established under thisdocument, and, as a matter of convenience, each such trust may be designated by any name setforth in thisdocument or by anyother name thattheTrustee considers appropriate.

1.5 Character Of Property

The Community Trust shall remain the community property of the Settlors,and a Settlor's Separate Trust shall remain the separate property of the transferring Settlor, To

8IW-OO0Oi/l9l539J.5

Exhibit 3 - Page 35

• %

EXHIBIT 4

2.5 Settlors1 Powers To Revoke, Withdraw, Appoint And AmendCommunity Trust

2.5 .a Revocation,1Either Setdor may revoke theCommunity Trust, and, following the

revocation, all ofthe income and principal ofthe Community Trust shall promptly be distributedto the Settlors as their community property, unless the Settlors, acting together,contemporaneously direct that all or any portion of the assets of the Community Trust bedistributed to any one or more other persons. If the Community Trust is revoked, the Trusteemay retain sufficient assets to secure payment of liabilities lawfully incurred by the Trustee inthe administration of the Community Trust, including Trustee's fees that have been earned,unless the Trustee is indemnified to the Trustee's satisfactionagainst loss or expense.

2.5 b Withdrawal

Either Settlor may withdraw all or any portion of the income

and/or principal of the Community Trust, and, following the withdrawal, the withdrawn portionof the Community Trust shall promptly be distributed to the Settlors as their communityproperty, unless the Settlors, acting together, contemporaneously direct that all or any portion ofthe withdrawn assets be distributed to any one ormore other persons. If allora major portion ofthe Community Trust is withdrawn, the Trustee may retain sufficient assets to secure payment ofliabilities lawfully incurred by the Trustee in the administration of the Community Trust,Including Trustee's fees that have been earned, unless the Trustee is indemnified to the Trustee'ssatisfaction against toss or expense.

2.5.c Joint Appointment

Both Settlors, acting together, may appoint all orany portion oftheCommunity Trust in favor ofany. one ormore persons, including themselves and their estates.

whole or in part

2.5.d Joint Amendment

Both Sealers, acting together, may amend theCommunity Trust, in

2.5.e Unilateral General Testamentary Power Of Appointment

Either Settlor may unilaterally appoint all or anyportion of his orher fifty percent (50%) share of the Community Trust in favor of any one or more persons,including such Settlor's estate; provided, however, that such appointment shall.onJy be effectiveat the Settlor's death if he or she is the Deceased Settlor.

8i294-0O0O2/19IS39IJ

Exhibit 4 - Page 36

2,6 Settlor'* Powers To Revoke, Withdraw, Appoint And Amend His Or Her

Separate Trust

2.6.a Revocation

A Settlormay revoke his or her Separate Trust, and, following the

revocation, all of the income and principal of the Settlor's Separate Trust shall promptly bedistributed to such Settloras his or her separate property, unlessthe Settlorcontemporaneously

directs thatall or anyportion of the assets of his or her Separate Trust be distributed to anyoneor more, other persons. If. the Settlor's Separate Trust is revoked, the Trustee may retainsufficient assets to secure payment of liabilities lawfully incurred by the Trustee in the

administration of the Separate Trust, including Trustee's fees that have been earned, unless the

Trustee is indemnified to the Trustee's satisfaction against loss or expense.

2,6.b Withdrawal

A Settlor may withdraw all or any portion of the income and/or

principal of his or her Separate Trust, and, following thewithdrawal, the withdrawn portion ofthe Settlor's Separate Trust shall promptly be distributed to such Settlor as his or her separate

property, unless the Settlor contemporaneously directs that all or any portion of the withdrawn

assets bo distributed to any one or more other persons. If all or a major portion of a Settlor's

Separate Trust is withdrawn, the Trustee may retain sufficient assets to secure payment of

liabilities lawfully incurred by the Trustee In the administration of the SeparateTrust, including

Trustee's fees that have been earned, unless the Trustee is indemnified to the Trustee's

satisfaction against loss or expense.

2.6x Appointment

A Settlor may appoint all or any portion of his or her Separate

Trust in favorof any.one or morepersons, including himselfor herselfor his or her estate.

2.6.d AmendmentI ...

A SettlormayamendMs or her SeparateTrust, inwhole or in part,

2,7 Exercise Of Settlors'Powers

The Settlors' powers under this Article 2 shall be exercised as follows:

2.7.a No[Writing RequiredA direction with respect to, or a withdrawal from, a trust under this

Article 2 by a Settlor who is then'serving as sole Trustee ofthat trust need not be in writing.

triMoxwiMmxs

Exhibit 4 - Page 37

•fc

•

2,7.b Writing Required

A direction with respect to, or a withdrawal from, a trust under this

Article 2 by a Settlor who is not then serving as sole Trustee of that trust shall be made by a

writing signed by that Settlor. A revocation or an amendment shall be made by a writing signed

by the Settlor or Settlors, as the case may be. Any writing required by this Paragraph 2.7.b. shall

clearly identify the trust as to which the power being exercised relates and shall be delivered to

ail then serving Tnistees of the trust

ARTICLE 3

ADMINISTRATION OF TRUSTS

UPON DEATH OF DECEASED SETTLOR

* 3.1 Administrative Trust

Upon the death of the Deceased Settlor, aj] trust property, including all trusts

established pursuant to Paragraph 1.5., and any additions thereto by reason of the Deceased

Settlor's death, shall be referred to as the "AdministrativeTrust." The Trustee shall (i) pay all

taxes and expenses relating to the Administrative Trust, (ii) distribute the portion of the

Deceased Settlor's interest in the Administrative Trust that the Deceased Settlor has effectively

appointed pursuant to Paragraphs 2.5. and 2.6,, and (iii) distribute the residue of the

Administrative Trust as provided in Paragraph 3,2. TheTrustee of the Administrative Trust may

distribute to any Current Beneficiary of any trust under Paragraph 3.2. such amounts of income

and/or principalas are consistentwith the termsof such trust,and any such distributions shall bein lieu of and thus charged against the income and/or principal remaining to be distributed to

such trust.

3.2 Division Of Residue Of Administrative Trust Into Separate Trusts

The Trustee shall distribute the residue of the Administrative Trust to new

trusts, referred to as the "Survivor's Trust," the "Credit Trust" and the "Marital Trust," as

provided in this Paragraph 3,2.

3.2.a Gift To The Survivor's Trust

The Trustee shall distribute to the Survivor's Trust (i) all Tangible

Personal Property, (ii) the remainder of the Surviving Settlor's Separate Trust held as part of the

residue of the Administrative Trust and (iii) that amount of the remainder of the Community

Trust as shall equal the Surviving Settlor's interest therein. The Survivor's Trust shall be

administered as provided in Paragraph 4.1.

II2J4-CO002/191S1S3.S

Exhibit 4 -Page 38

forth in this document; (ii) the provisions of the applicable Code section or RegulatoryAuthority

shall override and supersede any

treatment under the Code section,i

provisions of the trust preventing the trust from qualifying for

• (iii) the Independent trustee ofthe trust shall amend the trustto expressly include any. required provisions and to restrict or eliminate my inconsistent

provisions, either by a writing which is delivered to the Trustee and to all Current Beneficiaries

of the trust or by petitioning thecourthaving jurisdiction over the trust to have the provisions of

the trust reformed; (iv) the trust shall be administered in accordance with the Code section and

applicable Regulatory Authority; and(v) theTrusteeshallnot takeany actionor haveany power

which would impair the abilityof the trust to qualify for treatment under the Codesection. The

Independent Trustee of the trust Is further authorized to enter into any and all agreements with

the Internal Revenue Service or any other governmental body or official or to execute, from time

to time, any agreements, declarations of policy or disclaimers mat may be required in order for

the trust to qualify under the particular Code section.

6.18 No Revocation Or Amendment Except As Specifically Provided

Except as expressly provided to the contrary in this document, including the

provisions of Article 2 relating to the Community Trustand each Settlor's Separate Trustand

Paragraph 4.1. relating to theSurvivor's Trust, notrust administered under this document may berevoked or.amended.

ARTICLE?

PROVISIONS REGARDING TRUSTEES

7.1 General Provisions Concerning Fidaclarles

Except to the extentexpresslyprovidedotherwise, referencesto the "Trustee"

of any trust are to the person then serving as sole Trustee of such trust or to the persons then

servingas Co-Trustees of such trust. Theprovisions of thisArticle7 shallapply toall fiduciariesserving under this document, includingTrustees and SpecialTrustees. .

7.2 Appointment Of Trustees

7.2.a In General

The Settlors, DONALD T, STERLING and ROCHELLE H.

STERLING, shall serve as Trustee. If either Settlor ceases to serve, the other shall serve as

Trustee. If both Settlors cease to serve, JOANNA STERLING MILLER, DARREN

SCHIELD, DOUGLAS L. WALTON and RICHARD ANDREW ROESER shall serve as

Trustee. Jf any one of JOANNA STERLING MILLER, DARREN SCHIELD, DOUGLAS

L. WALTON or RICHARD ANDREW ROESER fails to qualify or ceases to serve, the others

• 38.812W-OGOOI/19ISJ93.5

Exhibit 5 - Page 39

shall serve as Trustees. If two or more of JOANNA STERLING MILLER, DARRENSCHIELD, DOUGLAS L. WALTON and RICHARD ANDREW ROESER fail to qualify orcease to serve, BANK OF AMERICA, N.A. through its MERRILL LYNCH TRUSTCOMPANY division ("MERRILL LYNCH") shall serve with the one or ones remaining. Ifall of JOANNA STERLING MILLER, DARREN SCHIELD, DOUGLAS L. WALTON and

RICHARD ANDREW ROESER fail to qualify or cease to serve, MERRILL LYNCH shall

serve alone as Trustee. The persons named in Paragraph 7.2.a..or their successors designatedunder Paragraph 7.3. arc referred to in this Article 7 collectively as the "Primary Trustee."Except as otherwise provided in this Article 7, the Trimary Trustee shall serve as Trustee of alltrusts administered under this document.

7,2.b Trustees Of Trusts For Issue

(i) Trust for JOANNA STERLING MILLER. JOANNA

STERLING MILLER shall serve as sole Trustee of the trust administered for her benefit under

Paragraph 5.5. IfJOANNA STERLING MILLER fails to qualify asTrustee or ceases toserveand has not designated a successor Trustee as provided in Paragraph 7.3,, the Primary Trustee%shall serve as Trustee of JOANNA STERLING MELLER's trust

00 Trust for CHRIS STERLING. CHRIS STERLING,

DARREN SCHIELD, DOUGLAS L. WALTON and RICHARD ANDREW ROESER shallI • .

serve 6s Trustee of the trust administered for CHRIS STERLING'S benefit under

Paragraph 5.5. If CHRIS STERLING fails toqualify or ceases to serve, theothers shall serveas Trustee. If any one or more of DARREN SCHIELD, DOUGLAS L, WALTON orRICHARD ANDREW ROESER fails toqualify or ceases to serve, MERRILL LYNCH shallserve as a Trustee with such of CHRIS STERLING, DARREN SCHIELD, DOUGLAS L.

WALTON and RICHARD ANDREW ROESER who is then serving. If all of CHRIS

STERLING, DARRJSN SCHIELD, DOUGLAS L. WALTON and RICHARD ANDREWROESER fail toqualify orcease toserve, MERRDLL LYNCH shall serve alone as Trustee,

(iii) Tmst for Descendant. Trusts For Descendants.. The

Primary Trustee shall serve as Trustee of the Descendant's trust administered underParagraph 5.6. Upon attaining age twenty-five (25), the Descendant shall serve as a Co-Trusteeof thoDescendant's trustwith the Primary Trustee. From and after attaining age thirty-five (35),the Descendant shall serve as the sole Trustee of the Descendant's trust. If the Descendant fails

to qualify as a Co-Trustee or as sole Trustee or ceases to serve and has not designated a

-39-

tnu-wtavmnns

Exhibit 5 - Page 40

successor Trustee as provided in Paragraph 7.3., the Primary Trustee shall serve as Trustee oftheDescendant's trust

7.2.c Vacancy In Office Of Trustee

Ifatany time there is avacancy in the office ofTrustee ofany trustadministered under this document, including if a-Trustee resigns, is removed or declines toserveas provided in Paragraph 7.5,, and there is no Replacement Trustee who is able and willing toserveas a Trustee of the trust, the Majority Beneficiaries of the trust shall designate a successorTrustee for the trust In the manner provided In Paragraph 7.3.a., as if the Majority Beneficiarieswere the only then serving Trustees ofthe trust; provided, however, that if the vacancy occurs asa result of a removal pursuant to Paragraph 7.5.d„ other than pursuant to clause (A) ofsubparagraph (Ii) thereof, or pursuant to Paragraph 7.5.f.* the Majority Beneficiaries shalldesignate a bank or trust company authorized to conduct trust business in the jurisdiction thelaws ofwhich govern such trust under Paragraph 12,3, and having trust assets under managementin excess of One Billion Dollars ($1,000,000,000) as successor Trustee for the trust, in themanner provided in Paragraph 7J3., as if the Majority Beneficiaries were the only then servingTrustees of the trust.

7.2.d If No Trustee Is An Independent Trustee

If at any time (i) theTrustee Of a trust is requested to exercise apower vested in the Independent Trustee pursuant to Paragraph 6.4. or otherwise determines thatit is appropriate for an Independent Trustee to consider exercising a power vested in theIndependent Trustee with respect to the trust and (if) no Trustee then serving with respect to thetrust is *n Independent Person, the Replacement Trustee of the trust who is an IndependentPerson shall serve for the sole purpose ofexercising ornot exercising the powers vested in theIndependent Trustee. Ifno Replacement Trustee ofthe trust is an Independent Person, the thenserving Trustee of the trust shall designate an Independent Person to serve, in the mannerprovided inParagraph 7.3., for the sole purpose ofexercising ornot exercising such powers.

7.2.e If No Trustee Is A Neutral Person

If at any time (i) the Trustee of a trust is requested to exercise apovyer vested in the Neutral Person serving as Trustee pursuant to Paragraph 6.5. or otherwisedetermines that it isappropriate for aNeutral Person to consider exercising a power vested in theNeutral Person serving as Trustee with respect to the trustand (ii) no Trustee then serving withrespect to the trust is a Neutral Person, die Replacement Trustee qf the trust who is a NeutralPerson shall serve as a Trustee for the sole purpose of exercising or not exercising the powersvested in the Neutral Person serving as Trustee. If no Replacement Trustee of the trust is a

-40-. $I29*-B0002!19]$19}£

Exhibit 5 - Page 41

Neutral Person, the then serving Trustee of the trust shall designate a Neutral Person to serve, inthe manner provided in Paragraph 7.3., for the sole purpose ofexercising or not exercising suchpowers.

7.3 Designation OfCo-Trustees And Successor Trustees

An individual serving as the sole Trustee of any trust may designate one ormore persons to serve ashisor hersuccessors, to serve withhim or her as a Co-Trustee ond/or to

serve as successors to any such designees. An individual serving as a Co-Trustee of any trustmay designate one or more persons to serve serially (but not together) as his or her successorsand/or as successors to any such designees, In addition, ifall then serving Co-Trustees ofanytrust are individuals, they may designate one ormore persons toserve with them asaCo-Trustee,as the successor for any one or, more of them, and/or bs successors to such designated Co-Trustees. A designation may name persons cither in lieu of or in addition to those personsnamed in Paragraph 7,2. A designation may be revoked or amended by a subsequentdesignation. If a conflict occurs between the terms of two or more designations, whether suchdesignations were by the same or different Trustees, the terms of the most recent designationshell prevail.

7.3,a Exercise Of Designation

A designation under this Paragraph 7,3. shall bein writing, signedby the individual Trustee making the designation and dclivored to any other then serving Co-Trustees of the trust.

7.3.b Other Terms Of DesignationA designation may (i) waive bond, (ii) specify the compensation

for so serving, (iii) be for a fixed or an unlimited duration, (iv) be for all or a portion of thedesignating Trustee's powers or(v) otherwise set forth terms and conditions ofservice by thedesignee.

7.3.c Effect Of Removal OfDesignating TrusteeIf a Trustee is removed for cause pursuant to Paragraph 7.5,d.,

other than pursuant to clause (A)

Trustee under this Paragraph 7.3of subparagraph (ii) thereof, all designations by the removedshall bevoid, and any Co-Trustee appointed by the removed

Trustee shall cease to serve, unless such Co-Trustee would have been aReplacement Trustee byreason of being named in this document ordesignated bya predecessor to theremoved Trustee.

•41II294-0OOOI/I915W3.5

Exhibit 5 - Page 42

7.4 Qualification Of Successor Trustees

7.4.a Consent To Serve

No

person has consented to serve In

person shall qualify toserve as a Trustee of any trust unless thewriting, whichconsent shall specifically accept any terms and

conditions of service, including those imposed pursuant to Paragraph 7,5c. or by a designationunder Paragraph 7.3. All fees and costs incurred by the person in determining whether or not toconsent to serve shall be paid from the trustas an expenseof administration.

7,5

7.4.b Conflicts Of Interest

No person shall be disqualified from serving aa a Trustee of any

trust by reason of (i) owning an interest in real orpersonal property in which the trust holds aninterest, (ii)owning an Interest in a corporation, partnership, limited liability company or otherbusiness venture in which the trust holds or has at any time held an equitable, beneficial or

management interest or (iii) being an officer, director or employee of any corporation,partnership, limited liability company orother business venture inwhich die trust holds or has atany timeheldan equitable, beneficial or management interest.

Declination, ResignationAnd RemovalOf Trustees

7.5,a Declination

A Replacement Trustee of.any trust may decline to serve uponwritten notice to the then serving Trustee or, if there isnone, to all then Current Beneficiaries ofthe trust,

7.5.b Resignation

A Trustee of any trust may resign upon written notice to all other

Co-Trustees or, if there are none, to the resigning Trustee's successor or, If none, to all then

Current Beneficiaries of die trust.

7.5.C Removal Of Individual Due To Incapacity

Any individual who is deemed incapacitated, as defined in

Paragraph 10.24,, shall cease to serve asa Trustee ofall trusts administered under thisdocument.Each individual who agrees to serve as a Trustee of any trust administered under this document

(A) shall cooperate in anyexamination reasonably appropriate to carryout the provisions of thisParagraph 7.5.C., (B) waives the doctor-patient and/or psychiatrist-patient privilege with respectto the results of such examination, and (C) shall allow a Co-Trustee or the Current Beneficiaries

of the trust to review the individual's individually Identifiable health information or other

42-81294-00002/1915393.5

Exhibit 5 - Page 43

medical records, waiving any privacy rights governed by the Health Insurance Portability andAccountability Act of 1996, 42 U.S.C. §1320d (HIPAA), and the reguladons thereunder,

to the extent required to implement this Paragraph 7.S.C. An

individual's obligation to comply with.the provisions of this Paragraph 7.5.c, is specificallyenforceable.

including 45 C.F.R. §§160-164,

7,5.d Removal OfTrustee For Cause

(i)

(ii)

MajorityBeneficiaries MayRemove Trustee For Cause.The Majority Beneficiaries ofany trust may remove any Trustee thereof for reasonable cause bydelivering written notice ofthe removal which specifies the reasonable cause for the removal toall persons then serving as Trustee, to the Replacement Trustee and to all other CurrentBeneficiaries of the trust.

Causes For Removal. As used in this Paragraph 7,5,d,,

the term "reasonable cause" includes (A) the incapacity of the Trustee as provided inParagraph 7.5.C, (B) the willful ornegligent mismanagement of the trust assets by the Trustee,(C) the abuse orabandonment of, orinattention to, the trust by the Trustee, (D) a federal orstatecharge against the Trustee involving the commission ofa felony orserious misdemeanor, (E) anact ofstealing, dishonesty, fraud, embezzlement, moral turpitude ormoral degeneration by theTrustee, (F) Substance Abuse by the Trustee,. (G) the Trustee's poor physical, mental oremotional health which causes the Trustee to be unable to devote sufficient time to administer

thetrust, (H) the Trustee's failure to comply with a written agreement regarding compensation orany other legally enforceable written agreement affecting the trust's operation, (I) a demand forunreasonable compensation, (J) the failure ofa corporate Trustee to appoint asenior officer withat least five (5) years of experience in administering trusts to handle the account. (K)unreasonably high turnover of account officers assigned to the trust (unless requested by' theMajority Beneficiaries), (L) unreasonably poor investment performance, (M) the removal ofallCurrent Beneficiaries from the State in which the corporate Trustee is licensed to conduct

business as a corporate Trustee, (N) the relocation of the Trustee away from the location wherethe trust operates soas to interfere with the administration of the trust, (O) unreasonable lack ofcommunication between the Trustee and the Current Beneficiaries, (P) unreasonably inaccurate

or unclear transaction statements or statements of account, (Q) unreasonable conflicts between

the Trustee and the Current Beneficiaries caused by the Trustee, (R) merger, acquisition or adeteriorating financial condition ofacorporate Trustee, or(S) any other reason for which a courtofcompetent jurisdiction would remove a Trustee,

43-

8I2W-00002/191519J.5

Exhibit 5 - Page 44

7.5.c Liability Of Former Trustee

If a Trustee resigns or is removed as provided in thisParagraph 7.5., orceases to serve, Including by virtue ofthe termination ofany trust, the Trusteeshall not be relieved of liability until the Trustee's accounting has been settled pursuant toParagraph 8,3. and the Trustee's successor, ifany, has commenced serving.

7.5.f Removal OfTrustee Without Cause

• wBeneficiaries of any trust acting

Removal OfTrustee Without Cause. The (A) Majoritytogether with (B) the majority of the persons then serving as

Trustee of such trust may remove any Trustee ofsuch trust without cause by delivering writtennotice of the removal to all persons then serving as Trustee, to the Replacement Trustee and toall Current Beneficiaries of the trust.

(ii) Removal Of Corporate Trustee Without Cause. TheMajority Beneficiaries ofany trust may remove the corporate Trustee ofsuch trust without causeby delivering written notice of the removal to all persons then serving as Trustee, to theReplacement Trusteeandto allCurrent Beneficiaries ofthe trust

7.6 Provisions Relating To Multiple Trustees

7.6.a In General

When two Co-Trustees are serving, they shall act unanimously,When more than two Co-Trustees are serving, they shall act by majority vote; no dissenting Co-Trustee shall bo liable to any person for any action taken or not taken pursuant to the decision ofthe majority.

7.6,b When Settlors ArcServing As Co-TrusteesThe provisions ofthis Paragraph 7,6.b, shall apply only while both

Settlors are serving as the only Trustees ofany trust,

(0Property. Except as provided in

approval of the other, may, with

»12«-0000a/lVlSlS3.S

Financial And Administrative Matters Other Than Reali subparagraph (ii) below, either Trustee alone, and without therespect to transactions involving assets not in excess of One

Hundred Thousand Dollars, adjusted as provided in Paragraph 6.12,, (A) sign checks or otherwithdrawal instruments drawn on the trust's bank, stock, bond, brokerage or other accounts,including orders and instructions] (B) execute any other instruments of conveyance of propertyofthe trust, excluding real property, (Q form, alone or with others, and invest property of the

•44-

Exhibit 5 - Page 45

•

trust in, any new business entity, including a corporation, partnership or limited liabilitycompany and(D) take any action authorized by the following provisions of this Paragraph 7.6.b,

In addition, a Trustee mayact with respect to any other matter that has been delegated to suchTrustee by the other pursuantto Paragraph 7.6.c.

(ii) Real Property Matters. Both Trustees shall act together

with, respect to the execution of any instrument by which an interest in real property in the

Community Trust is leased for a longerperiod than one year or is sold, conveyedor encumbered

unless one Trustee has delegated

to Paragraph 7.6.c.

powers affecting the real property to the other Trusteepursuant

(iii) Partnership Matters. If the trust is a general or limited

partner of any partnership,either

not in excess of One Hundred

(v)

corporation, cither Trustee alone

of One Hundred Thousand Dollars, adjusted as provided in Paragraph 6.12,. execute any

documents on behalf ofthe trust with respect to the corporation, including governance, loan,

encumbrance and/or conveyance documents,

(vi) Ongoing Business Matters. A Trustee who, acting alone,

operates or manages a business that is a part ofthe Community Trust may, acting alone, sell,exchange, encumber or dispose of that business after complying with the requirements of

California Family Code §1100(d).

Trustee alonemay, with respect to transactions involving assets

Thousand Dollars, adjusted as provided in Paragraph 6J2.,execute any documents on behalf of the trust with respect to the partnership, including

governance, loan, encumbrance and/orconveyance documents.

(iv) Limited Liability Company Matters. If the trust is a

manager or member of any limited liability company, eitherTrustee alone may, with respect to

transactions involving assets not in excess of One Hundred Thousand Dollars, adjusted asprovided in Paragraph 6.12., execute any documents on behalfof the trust with respect to thelimited liability company, including governance, loan, encumbrance and/or conveyance

documents.

Corporate Matters. If the trust is a shareholder of any

may, with respect to transactions involving assets not Inexcess

(vii)I

Reliance By Third Parties. Subject to subparagraph (ii)

above, any third party may accept orders and other Instructions from either Trustee, and either

•45SI294-00C02/I9I5193.S

Exhibit 5 - Page 46

Trustee may alone execute any

require. '

documents on behalf of the trust which the third party may

7.6.C De egation By Trustees Permitted

(0 Exercise Of Delegation Power. Any Co-Trustee may at

more other Co-Trustees all or any of the delegating Trustee's

powers. The delegation shall (A) be inwriting. (B) be delivered to all other Co-Trustees and (C)specify the powers delegated. Any delegation may be revoked or modified in the same manner.Notwithstanding the foregoing, powers vested exclusively in the Independent Trustee may onlybe delegated by an independent Trustee to another Independent Trustee and powers vestedexclusively in the Neutral Person serving as Trustee may only be delegated by a Neutral Personserving asTrustee to another Neutraj Person serving asTrustee.

(ii) Reliance On Delegation By Third Parties. Any thirdparty, including any insurer, transfer agent, securities broker, bank, trust company, credit union,

any time delegate to any one or

title insurer or other financial institution, may rely upon any delegation pursuant to thisParagraph 7.6.c. and shall incur no liability for any.action taken in reliance on the delegation intheabsence of actual knowledge of its revocation or modification.

7.7

(iii)l

Bond Waived

DutyTo Monitor ByDelegating Trustee. Any delegation

pursuant to this Paragraph 7.6.C. shall not relieve the delegating Co-Trustee of the duty tomonitorthe actionsofthe Co-Trustees to whompowers have been delegated.

No bond.shall be required of any person serving as a Trustee of any trust

unless requested, in writing, bytheMajority Beneficiaries ofthe trust.

7.8 Compensation For Services

7.8.a For IndividualsIAny individual serving asa Trustee of any trust shall be entitled to

(i) receive reasonable compensation for services rendered to the trust as a Trustee, even ifreceiving compensation as a partner, officer, director/manager, member or employee of anycorporation, partnership, limited liability company orother business venture, an interest in whichis held by the trust and (ii) be reimbursed for any reasonable expenses of the trust that theindividual has paid. Notwithstanding the foregoing, a Settlor shall not receive compensation asTrustee with respect to any trust revocable bysuch Settlor. Any individual may waive the right

•46-II2W^XKXR/I9I53915

Exhibit 5 - Page 47

to compensationfor servicesto be rendered to any trust A waivermay be limited in duration or

to specific services. The Trustee isauthorized to retain himselfor herselfor any firm with whichhe or she is associated to render, egal or other professional services, Fees may be paid for suchservices without respect to.such relationship and without respect to any agreement which theTrustee may have with his or her firm concerning the division of fees and commissions aftercomplying with therequirements ofCalifornia Probate Code §15687, if applicable.

^ 7.8.b For Corporate Trustees

Any corporate Trustee shall receive compensation for its services

in theamount and at the time specified in its Schedule of Fees and Charges established from timeto time (and in effect when the services were rendered) by the corporate Trustee for theadministration of trusts of a character similar to the trust as to which the corporate trustee isserving, including minimum fees; and additional compensation for special investments, closely-held business interests and certain other services. The Settlors intend this Paragraph be aprovision for specific rates or amounts of commissions within the meaning of any applicablestatute requiring such a provision. The Settlors recognize that such compensation may exceedthe compensation for services in (effect from time to time under applicable law, Ifa corporateTrustee engages an affiliate to assist with the administration of any trust pursuant toParagraph 8.1.a., the compensation paid by the trust to the affiliate shall not Effect the corporateTrustee's compensation.

7.9 Liability OfTrustee

7.9.a In General.,1

Unless expressly provided otherwise in this document, the Trusteeshall be liable for any action taken or omission made that fails to comply with the Trustee'sstandard ofcare determined under California law, Notwithstanding the foregoing, with respectto (i) the determination of whether to implement an express recommendation set forth In thisdocument or (ii) a distribution made or withheld without actual notice of the event upon whichthe right to the distribution depends, the Trustee shall only be liable for »n action taken oromission made in bad faith orwith gross negligence.

7,9.b With Respect To Investments

Pursuant to the California Uniform Prudent Investor Act, theTrustee's investment performance shall be evaluated in lightofthe Trustee's overall investmentperformance and.not in light of any isolated investment. Notwithstanding the foregoing, the

»i29*-ocm2fimm.}•47-

Exhibit 5 - Page 48

•

Trustee shall have no liability for retaining any property transferred to any trust by either or bothSettlors, as provided in Paragraph' 8.1,c, without diversification.

7.9c With Respect To Acts Of Predecessor

A successor Trustee shall not be liable for an action taken or

omission made bya predecessor Trustee unless the successor (i) has actual knowledge of factswhich might reasonably be expected to put thesuccessor on notice of such action or omissionand (ii) fails to investigate and/or take appropriate remedial action. Allfees and costs incurred inconnection with a determination of a predecessor Trustee's liability shall bepaid byand charged

against the trust as to which the predecessor Trustee 'served, subject to any right of

reimbursement or contribution from the predecessor Trustee,

7,9.d With Respect To Acts Of Designees,Delegates Or ProfessionalsA Trustee who has (i) designated Co-Trustees, (ii) delegated

powers toa Co-Trustcc or (iii) employed professionals or agents to assist with the administrationof any trust pursuant to Paragraph 8.1 .a. shall not be liable for the actions oromissions of suchdesignees, delegates, professionals or agents, nor shall the Trustee be obligated to continuallysupervise or monitor any of them, unless the Trustee either (i) has designated, delegated oremployed such designees, delegates, professionals oragents in bad faith orwith gross negligenceor (ii)has actual knowledge of facts which might reasonably be expected to put theTrustee onnotice of improper actions or omissions bysuch designees, delegates, professionals or agents andthereafter fails to investigate and/ortake appropriate remedial action.

7.9.e With Respect To Independent Person Or Neutral Person

Serving As Trustee

Neither an Independent Trustee serving solely for the purpose of

exercising one or more ofthe powers vested in the Independent Trustee nor b Neutral Personserving as Trustee solely for the purpose of exercising one or more of the powers vested in dieNeutral Person shall have any responsibility for the administration of any other assets of the

trust,

7.9.f Burden Of Proof

In all cases,a person claiming that the Trusteehas failed to comply

with the Trustee's standard of care under this Paragraph 7.9, shall have the burden of provingsuch claim.

•48.8IW4-0O0M('i9IS3935

Exhibit 5 - Page 49

f #

EXHIBIT 6

<D

ARTICLE 8

MANAGEMENT OF TRUST ASSETS

•

8.1 Powers Of Trustee

Subject to any limitations elsewhere in this document, the Trustee is grantedall powers appropriate to carry out the terms of each trust administered under this document,including the following:

8.1.a To Employ Professional And Other Assistants

<PToemploy, compensate and grant discretionary authority to

agents, managers, attorneys, accountants, brokers, investment counselors and others, even if they

are associated oraffiliated with a Trustee. Any third party, including any insurer, transfer agent,securities broker, bank, trust company, credit union, title insurer or other financial institution,may rely upon any grant of authority pursuant to thisParagraph 8.1 a. and shall Incur no liabilityfor any action taken iti reliance onsuch grant of authority fa the absence of actual knowledge ofits revocation or modification.

(ii) To pay out of income or principal or both the reasonablecharges and fees of such agents, managers, attorneys, accountants, brokers, investment

counselors and others, as it shall in its sole discretion determine, including the power to selectbrokers and dealers affiliated with any Trustee for the saleorpurchase of any securities or otherinvesuneni property in the trust. This authorization shall include an affiliated broker acting in a

principal or agency capacity for equity and fixed income securities, routing orders for over-the-

counter (OTC) stocks to a market maker affiliated with any Trustee, routing listed stocks tospecialists affiliated with any. Trustee, or routing after-hours orders to a proprietary tradingoperation inwhich any Trustee or an affiliate ownsan equity interest. In such case the Trustee

oran affiliate may receive both monetary and non-monetary "payment for order flow," includingan inter-company transfer of funds in connection with orders routed to an affiliated market

maker; monetary compensation (including fee sharing).from, and participation in the profits of,certain affiliated and independent exchange specialists who execute orders; other compensationas part of reciprocal order routing arrangements with various exchange specialists and dealerfirms; and rebates and credits against fees paid by various exchanges to member firms. To theextent permitted by applicable law, the Trustee's compensation shall not be reduced by anyadditional compensation received bythe Trustee, its parent, oranyaffiliate thereof, or anyagent,principal, advisor, counsel, broker, dealer, market maker, or specialist (including exchange

49IUW-000OT1915J9J.S

Exhibit 6 - Page 50

#

specialist) affiliated with the Trustee, its parent orany affiliate thereof, for providing any oftheservices authorized in this Paragraph,

8.1.b To Pay Expenses

To payall expenses and taxes incurred in the administration ofthe

trust, including such insurance as the Trustee deems advisable to protect the trust from damageor loss and to protectthe Trustee from liability,

8.1.c To Receive And Retain Property

To receive and retain any property, without regard to whether the

receipt or retention of the property violates sound diversification principles or the property is

undcrproductivc.

8,l.d to Hold PropertyTo hold title to any property ofthe trust in the name ofthe Trustee

or in the name of a nominee (without revealing nominee status tf the nominee has the power to

revoke the trust).

8,1 ,c to Operate A BusinessTo form, hold and operate legal entities, including corporations,

partnerships (limited and general) and limited liability companies; to operate a business, directlyor through one or more legal entities; to terminate anybusiness or withdraw from or dissolve anylegal entity; to exercise all voting and management rights attendant to holding an interest in a

business or legal entity, includingthe right to vote securities, give proxies and pay assessments;

to participate in voting trusts, pooling arrangements, foreclosures, reorganizations,

consolidations, mergers, liquidations and dissolutions; to deposit securities withandtransfer titleto any protective or other committee; and to exercise or sell stock subscription or conversion

rights.

8.1 .f To Manage And Control Property

To manage, control, lease for terms within or beyond the duration

of any trust, grant options with respect to, partition, divide, improve, insure and repair any kindof property, real or personal; to create restrictions, easements and servitudes.

8.1.g To Purchase And Sell

(i) To purchase, exchange or sell for cash or upon terms at

public or private sale any kind of property, real or personal, including trust funds administered

50-tlJ94-«XJ05/19!51S3.3

Exhibit 6 - Page 51

4It

by the Trustee, stocks, bonds, futures contracts and other securities, puts, calls, straddles andother options of every kind, annuities, general and limited partnership Interests, interests inlimited liability companies and interests in other businesses and legal entities, whether ornot aninterest in any such property is already included in the trust. Any such purchase, exchange orsale may be made with any person, including any beneficiary, any fiduciary under this documentor any estate or trust, including an estate or trust having as a beneficiary or fiduciary anybeneficiary or fiduciary underjthis document; provided, however, that any property sold to anysuch beneficiary, fiduciary, estate or trust is sold for adequate consideration. The Trustee maymaintain brokerage accounts, including margin arid commodity accounts, and, in connectiontherewith, may borrow, pledge securities, make short sales and sell onmargin or otherwise. Ifany security is purchased for a premium or at a discount, such premium or discount shall beamortized.

(ii) In addition to the provisions of subparagraph (i) above, toinvest inor retain any securities orother property, real orpersonal (within orwithout the UnitedStates), including: any security as defined by the Securities Act of1933 or other applicable law,any contract of sale ofa commodity for future delivery within the meaning of the CommodityExchange Act, shares or interests in any private investment fund, private equity or venturecapital fund, hedge fund, common trust fund, joint venture, general or limited partnership,limited liability company, statutory'or common law business trust, statutory trust, real estateinvestment trust or an open-end (including any mutual fund) or closed-end management typeinvestment company orunit investment trust, whether registered under the Investment CompanyAct. of 1940 or unregistered, any money market instrument, bank deposit account (includingsavings, time, certificate ofdeposit and transaction accounts), precious metal, foreign exchange,structured product, insurance contract, options, options onfutures and variable forward contracts,swaps, caps, collars and other, derivative instruments ofa financial nature, notwithstanding thefact that the trustee, investment manager or custodian, its respective parent or anyaffiliate, is anissuer of such investment or provides services (whether as manager, underwriter, distributor,custodian, advisor, agent, servicer, Trustee orotherwise) with respect to any such investment andfurther notwithstanding that the Trustee, investment manager, custodian or its respective parentor any affiliate may receive compensation with respect to any such investment (in addition toTrustee's commissions), so long as the total compensation received is reasonable. To theextentpermitted by applicable law, this provision is Intended to override any contrary provision of lawprohibiting such additional fees or otherwise requiring either, a reduction in Trustee'scommissions ot an election between such additional fees and such commissions. Any

-51-81294-00002/1915391.5

Exhibit 6 - Page 52

n •

diversification requirement that would otherwise apply, including one imposed by a PrudentInvestor Act or similar applicable law, is negated.

8.1,h To Borrow And Encumberi

To borrow and to encumber trust property, by mortgage, deed oftrust, pledge, guarantee, indemnity or otherwise for the debts ofthe trust, the debts of any entityan interest in which is owned by the trustor thejointdebts ofthe trust, any entity an interest inwhich is owned by the trust and any co-owner of the property inwhich thetrust or an entity aninterest in which is owned by the tnisl.has an interest; and, in connection therewith, to execute

any mortgages, deeds of trust, pledges, guarantees, indemnities or other loan or securitydocuments attendant thereto. Any mortgage, deed oftrust, pledge, guarantee, indemnity orotherencumbrance maybe fora period within or beyond theduration ofthe trust

8.1J To SecureThe DebtOf ABeneficiaryWith respect to any. revocable trust, including the Community

Trust and each Settlor's Separate Trust under Article.2 and the Survivor's Trust under Paragraph4.1., theTrustee shall, at thedirection ofthe individual entitled to revoke the trust, encumber allorany ofthe assets thereof by mortgage, deed oftrust, pledge, guarantee, indemnity orotherwiseto secure any indebtedness ofthe individual. With respect to any irrevocable trust, the Trusteeshall encumber all or any ofthe assets thereof by mortgage, deed of trust, pledge, guarantee,indemnity or otherwise to secure any indebtedness ofany Current Beneficiary of the trust, eventhough such mortgage, deed oftrust, pledge, guarantee, indemnity or other security isnot for thebenefit of the trust but isforthe exclusive benefit oftheCurrent Beneficiary, ifdirected todo soby the IndependentTrustee.

8.1.J To Lend

To lend money or property of any trust to any beneficiary of thetrust upon such terms as the Independent Trustee considers appropriate, and to lend money orproperty of any trust to any person other than a beneficiary of the trust upon such terms as theTrustee considers appropriate.

8.1.k To DepositAnd Withdraw Funds

To deposit funds in and withdraw funds from accounts ofany kind,with any insurer, securities

institution, including a Trustee'

8I29*-00002/I»I5393.S

broker, bank, trust company, credit union or other financial

-52-

Exhibit 6 - Page 53

* #

8,1.1 To Distribute Assets

To allocate or distribute trust assets, in cash or in kind or-partly in

each, including undivided interests, pro rata or non-pro rata, and for this purpose to sell trust

assets. In making any allocation or distribution, the Trustee shall consider the income tax bases

of such assets, Unless otherwise required by the Code and Regulatory Authority, the Trusteeshall value an asset distributed in kind at its value on the date of distribution. Whenever the

distribution of property constitutes the residual transfer of property after the satisfaction of apecuniary amount, the pecuniary amount shall bear interest at the statutory rate of interest set

forth in California Probate Code §12001, beginning from thedale specified in California ProbateCode § 12003 and continuing until the date ofdistribution.

8.1.m To Commence, Defend And Compromise ActionsTo litigate, arbitrate, mediate and compromise claims and actions;

and to commence, maintain or defend any claims or actions brought on behalfof or against thetrust or any potential claims or actions on behalf of or against the trust.

8.1 ,n To Release Powers• l

To releaseor restrict, by means of a written document, any power

granted the Trustee. Unlessotherwise specified by all of the Trustees then serving, any power

released or restricted shallcontinue tq existandshall passto and be held by all otherTrustees.

8.1.0 To Deal With Insurance .

To acquire insurance of any kind, including property, casualty orliability insurance, errorsand omissions insurance and insurance on the life, healthor income of

any beneficiary, Trustee or other individual inwhom the trust or any beneficiary ofthe trust hasan insurable interest, by purchase, bequest, gift, exchange or in any other manner; to retain an

insurance policy as a part ofthe trust; and to exercise all options, benefits, rights and privilegesof an owner thereof, including the right to borrow against, to pledge and to cancel or otherwiseterminate ordispose of the policy, to surrender the policy for its cash value, to name and changebeneficiaries, to select and change settlement options and to receive any benefits thereunder.The Trustee may maintain, defend, compromise, arbitrate or settle anysuit or claim with respectto such insurance. The Trustee shall not be liable for any acts or omissions of an insured in

connection with any policy of insurance on the insured's life, health or income. Insurers shall

have no obligation to inquire into the termsof this document or to see to the application oftheproceeds of any policy, and may rely without liability on a receipt, release or other instrument

executed by the Trustee.

-53^i(294-a0302/!9jS393.S

Exhibit 6 - Page 54

4i



8.2 Segregation Of Separate Trusts

The Trustee shall keep.an account for each separate trustand may physicallysegregate the assets ofthe separate trusts administeredunder this document.

8.3 Accounting

Although the Trustee shall be under no obligation to render an annualaccounting to any beneficiary of any trust administered under this document, (i) with respect toany revocable trust, any individual having the power to revoke the trust (but no other person orentity) shall beentitled to receive information concerning, orcompel anaccounting for, that trustand (ii) with respect to any irrevocable trust, any beneficiary thereof may obtain informationconcerning, or compel an accounting for, that trust as provided by California ProbateCode §16060 et seq. The Trustee's account may, at the Trustee's option, cither be settledpursuant to the provisions of! the California Probate Code or by providing the account to allCurrent Beneficiaries of the trust. No guardian ad litem shall be required for any minor orunascertained Current Beneficiary of the trust Unless written objections are received by theTrustee within the timeperiod specified in California Probate Code §16461. the account andalltransactions set forth therein shall bedeemed settled andapproved.

8.4

8.5

Other Property May Be Added

Additional property maybe added to any trustwith theapproval of itsTrustee.

' f •Trust As Owner OfS Stock

Other than a charitable remainder trust under Code §6o4(d), the Settlorsintend that each trust administered under this document be permitted to own stock in an SCorporation pursuant to Code §1361 (c)(2)(A), including as a Qualified Subchapter S Trust orasan Electing Small Business Trust. If the trustdoes not by its terms qualify to own stockin an SCorporation pursuant to Code §!36l(c)(2XA), the Trustee shall have the power to determinewhether the trustshould be a Qualified Subchapter S Trust or an Electing Small Business Trustand to take appropriate action under Paragraph 6.17; . .

8,6 Environmental Hazards AndCompliance With Environmental Laws

8,6.a Authorization To Inspect Property Prior To AcceptingProperty Or Consenting To Serve As Trustee

(i) Prior to accepting assets as part of any trust, the Trusteethereof may take orcause to betaken the actions set forth in subparagraphs (A) and (B) below at(he expense of the trust, Similarly, prior to consenting to serve as a Trustee of any trust, any

•54-SS2«-«XXttmiS393.5

Exhibit 6 - Page 55

• *

Replacement Trustee may take or cause to be taken the actions set forth in subparagraphs (A)and (B) below at the expense ofthe trust,

(A) To enter and inspect any existing or proposed asset

of the trust (or of any corporation, partnership, limited liability company or other businessventure in which the trust holds an interest) for the purpose of determining the existence,location, nature and magnitude of any past or present release or threatened release of anyHazardous Substance; and

(B) To' review records of the currently serving Trusteeor of a Settlor (or of any corporation, partnership, limited liability company or other business

venture in which the trust or a Settlor holds an interest) for the purpose of determiningcompliance with any federal, stateor local Environmental Laws including those records relatingto permits, licenses, notices,' reporting requirements and governmental monitoring of anyHazardous Substance.

i ii) The right of the Trustee or Replacement Trustee to enter

and inspect assets and.records of a corporation, partnership, limited liability company or other

business venture under subparagraph (i) above shall be treated as equivalent to the right under

state law of a shareholder, partner or member to inspect assets and records under similar

circumstances,

(iii) Acts performed under this Paragraph 8.6.a. shall constitute

neitheracceptance of the asset in question by the Trustee nor consent to serve as a Trustee by a

Replacement Trustee,

(iv) If, upon any review of the trust's existing or proposedi

assets under this Paragraph 8.6,a., the Trustee,discovers or has reason to believe that an asset of

the trust is or may be contaminated with a Hazardous Substance or is otherwise not in

compliance with any Environmental Law, the Trustee may refuse to accept the transfer of any

asset proposed to be transferred to the Trustee. Similarly, the Replacement Trustee maydecline

to serve as Trustee solely with respect to such asset whileconsenting to serve with respectto all

other assets of the trust. If there is no person wilHng to serve as a Trustee with respect to any

asset in, or proposed to be transferred to, the trust, the court having jurisdiction over the trust

shall appoint a receiver or Special Trustee to hold and manage the rejected asset pending itsfinal disposition.

-55-11794-00002/1915393.5

Exhibit 6 - Page 56

# *

8.6.b Trustee's Powers Relating To Environmental Laws-

The Seniors intend that the Trustee have the widest possible

discretion in identifying and [responding to problems associated with the potential or actualenvironmental liability ofthe trustor theTrustee, in orderto protect the interests ofthe trust, the

Trustee and the beneficiaries of the trust The Trustee may, on behalf of the trust, take any

action considered appropriate to prevent, abate, avoid or otherwise remedy any actual'orthreatened violation of any Environmental Law or any condition that may give rise to liability

underany Environmental Law, relating to any assetwhich is or has beenheld as part of the trust,

including performing investigations and audits and taking any actions required by anyEnvironmental Law. If the trust holds one or more assets, either directly or through any

corporation, partnership, limited liability company or other business venture, the nature,

condition or operation of which is likely to give rise to liability under, or is an actual or

threatened violation of, any Environmental Law, the Independent Trustee may take one or more

of the following actions:

(0 Modify the trust by granting the Trustee such additional

powers as are required to protect the trust and its beneficiaries from liability or damage relating

to the actual or threatened violationof any Environmental Law;

(ii) Dividethe trust as provided in Paragraph6.8.;

!••(iii) Designate a Special Trustee as provided in Paragraph 7.3.

to administerany such assets or business interests which fail to comply with or may give rise to

liability under any Environmental Law;

l

(iv) Abandon such assets or business interests; or

(v) With court approval, terminate the trust or partially or

totally distribute its assets to its beneficiaries. •: .

8.6.C Indemnification Of Trustee For Environmental Expenses

The Trustee shall be entitled to be indemnified from the trust for

any Environmental Expenses, including Environmental Expenses relating to; (!) any real

property or business enterprise which is or has at anytime beenheld or operated by the trust; arid

(ii) any real property or business enterprise which is or has at any time been held or operated by

a corporation, partnership, limited liability company or other business venture in which the trust

holds or has at any time held an equitable, beneficial or management interest. Notwithstanding

anything in this Paragraph 8.o1c. to the contrary, the foregoing right of indemnification shall not

•[56-llI94-O0W2/iyi}»3.5

Exhibit 6 - Page 57

© %

applyto any Environmental Expenses which are a result ofthe Trustee's actions or omissions in

bad faith, with gross negligence or with willful misconduct.

8.6.d Indemnification Of Trustee For Environmental Expenses In

Excess Of Trust ValueI

If the assets of the trust are Insufficient, or there is insufficientI

liquidity in the trust to satisfy the obligation of indemnification for Environmental Expenses

under Paragraph 8.6.c, the Trustee shall notify the beneficiaries ofthe trust, in writing, Each of

the trust beneficiaries shall, within thirty (30) days following the delivery of the notice,

indemnify the Trustee for such Environmental Expenses. Any indemnification under this

Paragraph 8.6",d. shall be in a form acceptable to the Trustee,

8.6.e Exoneration OfTrustee For Actions Or Omissions Relating To

Any Environmental Law

The Trustee shall not be liable to any beneficiary or to any third

party for any action or omission relating to any Environmental Law or for the payment of any

Environmental Expenses unless resultingfrom bad faith, gross negligence or willful misconduct.

8.7 Administration Of Creative Property

The Trustee may take the following actions with respect to any CreativeProperty included in anytrust:

8.7.a Exploit Creative Property

To exploit any Creative Property, including any Creative Property

which is unfinished or unpublished at the time of the death ofthe Settlor who created or holds

the rights to the Creative Property; and to arrange for the writing, publication, promotion,copyrighting and licensing of CreativeProperty, or of a biography of a Settlor

8.7.b Proceeds Prom Creative Property

To provide for the processing, management, investigation and

collection from any source of anysumsdue to the trustfromCreative Property, or rights tfierein,

specifically including (i) residuals due to the trust, (ii) the share or percentage of netprofits frommusical compositions, plays, films, television programs, online programs, games or otherCreative Property, and (iii) royalties, residuals, licensing fees and other proceeds undercontract

for the publication, performance or other exploitation of Creative Property; and to employ andreasonably compensate one or more auditors to track and audit the sums due to the trust from

Creative Property, or rights therein.

-57.II294-O06C2/I9IS39J.5

Exhibit 6 - Page 58

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8.7.c Copyright

With respect to copyrights on Creative Property held as a part of

the trust: to protect the trust's ownership interest in such copyrights, to maintain exclusivity andunified control over such copyrights and to avoid the fractionalization of any such copyrightsthat could impair the value of, or income generated by, such copyrights; to register, secure,

extend and renew any such copyrights; to lake any and all legal action to prevent or redress the

infringement of any such copyrights; and to grant licenses and other contractual rights for thepublication, performance orotherexploitation of Creative Property.

ARTICLE 9

PAYMENT OF ESTATE AND GENERATION-SKIPPING TRANSFER TAXES

9.1 Deceased Settlor's Estate Taxes

Unless specifically provided to the contrary in another provision of thisdocument, all Estate Taxes occasioned by the death of the Deceased Settlor (the "Decedent's

Taxes") shall be paid by, charged against and recovered from the persons (including trusts)

receiving taxable benefits from property includible in the Deceased Settlor's Grass Estate inaccordance with the principles of California Probate Code §20110 and related sections, after

giving effect to Code§2207A. Notwithstanding the foregoing:

9.1.a Attributable To Specific Gifts

The specific gift of the Deceased Settlor's Tangible Personal

Property under Paragraph 3.2,a. shall not bear any of the Decedent's Taxes. All Decedent'sTaxes attributable to such giftshall be charged againstand paid from the propertypassing to the

Credit Trust under Paragraph 3.2.b.

9.1,b Attribute bk To Partial QTIP Election

If the Deceased Settlor's Executor docs not make a QTIP Election

for the entire MaritalTrust each person (including a trust) receiving taxable benefits from the

Deceased Settlor's Gross Estate shall be responsible for paying only that portion of the

Decedent's Taxes which such person would have been responsible for paying if the Deceased

Settlor's Executor had made a QTIP Election for the entire Marital Trust and any remaining

Decedent's Taxes shall be paidfrom the Non-QTIP Marital Trust.

9,1 ,c Attributable To Divided TrustI • • •

If any trust to which a portion of the Decedent's Taxes are

apportioned has been divided into an Exempt Trust and a Non-Exempt Trust, all Decedent's

Taxes attributable to such trust shall be paid out of and charged against the Non-Exempt Trust

-58-8I2W-00002/19IS3V3.S

Exhibit 6-Page 59

• •

* %

remediation, removal, transportation, use or existence of a waste, substance or materialhazardous, toxic, radioactive ordangerous to the public health, safety orthe environment

.10.24 Incapacity

"Incapacity" and derivations thereof mean incapable of managing ancriteria set forth in California Probate Code §810 et seq. Anbe incapacitated if any of the following conditions exist: (a) thephysician (provided such physician is not related by blood or

marriage to any Trustee or beneficiary) examines the individual and certifies in writing that the

individual's affairs under the

individual shall be deemed to

individual's regular attending

individual is incapacitated, (b)called upon to determine the

Itwo licensed physicians who, asa regular part of their practice arecapacity of others, and neither of whom is related by blood or

marriage to any Trustee or beneficiary, examine the individual and certify in writing that theindividual is incapacitated or ((c) an order of the court having jurisdiction over the trust as towhich the individual is serving as aTrustee or as to which the individual is a beneficiary, as thecase may be, finds that theindividual is incapacitated. The expenses of any examination orcourtproceeding to determine if an individual is incapacitated shall be paid (i) if the individual is aSettlor, from df trusts established under this document revocable by him orher. and (ii) if theindividual is a Current Beneficiary other than a Settlor, from all trusts established under thisdocument with respect to which he or she is a Current Beneficiary and (iii) if the individual is aTrustee but not a Current Beneficiary under this document, from all trusts administered underthis document as to which the individual is serving as aTrustee, in each case in proportion to therelative values ofthe trusts from which payment is to be made.

10.25 Including | ~. "Including" means "including, but not limited to."

10.26 Independent Person

"Independent Person" means a person who is neither (i) a beneficiary of thetrust, (ii) aperson who has transferred or joined in the transfer of property to the trust, nor (iii) aRelated or Subordinate Party to any person described in the preceding clauses (i) or (it).

10.27 Independent Trustee

"Independent Trustee" means all Independent Persons serving as Trustee.

10.28 Issue

"Issue" ofiany individual means the.individual's lineal' descendant of allgenerations (i.e., the individual's children, grandchildren, great-grandchildren and so on)

*l3SM4XMM/t9l53S3.5•65-

Exhibit 7 - Page 70

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12.8 Counterparts

This document may be executed in one or more counterparts, each of whichshall bedeemed an original part and all of which, when taken together, shall constitute a singleinstrument

Executed on/^-Zi?- f%

DONALD T. STERLING*

ACCEPTANCE BY TRUSTEE

The undersigned hereby accept the office of Trustee and agree to serve in accordance with the

terms and conditions of service as set forth in this document, specifically including those terms

and conditions of service imposed pursuantto Paragraph 7.5.c.

Executed on /_"$w S> -/»

ADONALD T, STERLING, TRUST

•72-.Sl:294-OOa«/l9l53in.5

Exhibit 8 - Page 71

#

STATE OF CALIFORNIA

COUNTYOF Ufe M&eksh

m

On "BKOribM-' 1**2*[>p before me, rV- Sh'< r"l4

runrcai

, Notary Public,(here insert irndtaid titleof officer)

personally appeared DONALD T. STERLING, who proved to me on the basis ofsatisfactoryevidence to be the person^ whose name(# is/are* subscribed to the within instrument andacknowledged to mc that he/sWth«y executed the same in his*ef#h«ir authorized capacity(w),and that by his/her/their signature^ on the instrument the person(s), or the entity upon behalf ofwhich the personp*) acted, executed the instrument

1 certify UNDER PENALTY OF PERJURY under the laws ofthe State of California that theforegoing paragraph is true andcorrect.

WITNESS my hand and official seal

Signature

STATE OF CALIFORNIA

COUNTY OF U>s Ar^c^4

J ^t*^ A.SH6NSXfg-SSft Commtaiton # 1W«346 §f GFfjffiy KMiry P»Wle •CtUfomti |

»vComn>.EKjalt»Jul3l,;t>15|

On V<xcm\H*- ig»,-aoi3> before me, t\• Shtrx*^(here insert nsme wA title ofofficer)"

personally appeared ROCHELLE H. STERLING, who proved to me on the basis ofsatisfactory evidence to be the] person(jr) whose nam<$) latere- subscribed to the withininstrument and acknowledged to me that htVsheAhejt executed the same in his/her/^hekauthorized capacity^***), andthat by4m/hcrAhw.sigruiturej$ on the instrument the person^, ortheentity upon behalf of which the pcrsoafs') acted, executed the instrument

I certify UNDER PENALTY OF [PERJURY under the laws ofthe State of California that theforegoing paragraph is true end correct y^^ 'r

]^4SS%t ' A-8HKH\fkgqSgL Crnnmttdm 0 1948349fljj&3Bffi¥ "atoorl'rtCic.CtUfonifa

4 ,MrrT?fTr'"'V:if(Seal)

Notary Public,

WITNESS my handand officialseal.

Signature

81294-00002/1915393.5

•73-.

Exhibit 8 - Page 72

1i m1 x1 ^1 03

-41 <o

tS^BLOEBmO & RecyclM Paper(110) 477-0700

Curriculum Vitae

Dr. Meril Sue Platzer

DateofBirth August24,1951Place ofBirth New York City, New YorkMarital StatusDivorced IThree children 2 boys and 1 girl 18,22and 27yearsold

•

Education

1966-1969 Grant High SchoolScholarship Federation1969-1971 Undergraduate College University ofMiami Coral Gables,Florida1971-1973 University ofCaUfonttia Los Angeles, California Bachelor ofArts Cum Laude

Van Nuys, GdUbmia lifetime Member ofthe California

Graduate Training j1973-1974 University ofCalifornia Los Angeles Master of Arts Geography(Biogeography) Specialty in Anunal, Political andPlant Geography1975-1978 Universidad Autonomade GuadalajaraGuadalajaraMexico School ofMedicine

1978-1981 WayneState University DetroitMichigan Schoolof MedicineDoctor of Medicine June 1981

Post Graduate Training |1981-1982 Straight Medical internship University ofSouthern California Los AngelesCounty HospitalLos Angeles California1982-1985 Neurology Resident University ofSouthern California Los Angeles CaliforniaChairman ofthe Department'Dr. Leslie Weiner MJD,

Practice July1985 to thepresent Solo Practice in theField of Neurology6325 Topanga CanyonBlvdSuite 417 Woodland Hills, California

Diploroatc ofthe American Academy ofNeurology 1998 tothepresent recertified 2008Professional License California Go47T70 198J to tbe present

Hospital Privileges JActive West Hills Hospital West Hills, CaliforniaCourtesy Consultant IProvidenceHospitalTarzana CaliforniaNorthridge Hospital Northridge CaliforniaMotion Picture Hospital Woodland Hills, California

MembershipsAmerican Academy ofNeurology Active Member Board CertifiedIntemarional Scientific AdvisoryAssociation ISTAAT2009 to present

RECEIVED TIME MAY. 20. 12:28PM PRINT TIME MAY. 20. !fe» 9 - Page73

•

Otrriculum Vitao Dr. Merit S. Platzer

Specialty in Practice

•

Alzheimer's Dementia, Headaches, and Seizure Control and use ofVagal NerveStimulators. I . i.

TrialsCognexTrial Studyof 10,000 patients openlabel for patients whosuffered fromDementia 1992 |Topemax trials forseizures TRIAD andCoTrait studies addontherapy forseizurecontrol 1998-1999 |Vagal Nerve Stimulators forUncontrollable Seizures 1999 Baltimore, Maryland and SanFrancisco California [NationalAdvisory Speakers Forumand Advisory panel for Reminyl a newDementiamedication Orlando, FloridaNovember 30,2000-December312000.

Programs

Migraine Prevention and Management Consultants ConferenceHyatt GrandChampions Indian Wells, California October 9-10,2003Keprra Speaker Training Meeting New Orleans, Louisiana November 12-13, 2004Access Unlimited Guest ofRadio Show with patient regarding Vagal Nerve Stimulatorand completetreatmentof her SeizuresApril2004 KPFB radio stationInside Edition TVshow April 2001 regarding Jerry Mathers (actor) and his most recentillness (treating doctor) |17th Annual Public Policy Forum Grand Hyatt Washington D.C. April 30,2005-May 3,2005. Advocate for tbe State ofCalifornia sponsored by the American Academy ofNeurology Policy Forum for Alzheimer's DementiaAlso Advocate and attendee 2006 and 2007

Neurology on the Hill participant 3* Annual May 23,2005-May 24,2005 advocate forthe State ofCalifornia sponsored by the American Academy ofNeurology.Participant as an Advocate for the Neurology on the Hill program 2006, 2007, 2008 and

FastMag trial May 2005Early Stroke treatmentPalatucci Alumnus State Advocate (California) American Academy ofNeurology 2008Focus point Aschner's early detection prevention and end oflife issues. FortLauderdale, FloridaAdvisor Palatucci Advocacy for the American Academy ofNeurology January 7-122010 Fort Lauderdale, Florida.Guest Speaker at Silverado' Assisted Living Facility National Memory Day November 182008. Early Detection and Treatment ofAlzheimer's Dementia.

Presenter ofArt Poster at the tateman'onal Conference Aizhelmers Dementia ParisFrance July 2011 Art Therapy Sense ofSelf Worth and the Alzheimer's Patient

RECEIVED TIME MAY. 20, !2;28PM PRINT TIME MAY. 20. Ifoftflfrg Page74

9

Curriculum Vitae Dr. MerilPlatzer

Keppra Speaker Training Program New Orleans, Louisiana November! 3,2004 (UCB)Namenda Speaker Training Meeting Us Vegas Nevada December 5-7*, 2003 (Forest

Namenda Changing the Treatment Paradigm in Alzheimer's disease Speaker February26,2004 Westlake Village, CabibmiaMemantmc "Another Frontier Inthe Treatment of Dementia" Speaker Silverado SeniorLiving Calabasas California February t8,2004.Carbatrol SPEQT Study Phase TV Investigator's Meeting January 31,2003-February 2,2003 Dallas Texas. jHostofExerciseYourMemory Programs BlueShieldofCalifornia Woodland Hills,California12/13/2002 12/11/02 andFebruary 2003andtwoadditional programsFebruary and March 2002 Radio Show with phone inquestions by audience.

Neurology Consultant's Crmference San Francisco, C^fomia Topamax OrthoMcNeilNovember 8-9,2001 Clinical andScientific Liaisons treatment of SeizuresMigraine Consultants Meeting Merck Maxalt April 14-16,2000 San Francisco CaliforniaEpilepsy Consultants Meeting April 1,2000 Topamax Fort lauderdalc FloridaNameoda Advisory Board Glendalc California April 3,2004Exelon National Speakers Bureau Meeting Novartis October 4-5,2002 Boca Raton,Florida. [American Academy ofNeurology Regional Consultant Forum Attention Deficit DisorderStrarera Costa Mesa California December 7,2002.Eisai Pfizer Inc 2002 Alzheimer's Disease AdvisoryCouncilWest Regional MeetingSanta Barbara California Av^ist 16-18,2002.Woman's Issuestn Epilepsy Speaker Woodland HiUs California LamictalGlaKoSnuftKlfae Kline |Speaker on Dementia NurseandPhysician's Assistants andPractioncrs CME creditsQuarterly Meeting January 2004sponsored by NovartisHost and Speaker Memory Clinic Westlake Village, California City Hall August 2002Sponsored byPfizerandattended byCityCourjcilperson Susan McSweeneySpeaker on Barry Detection nxatmentand future ofAlzheimer's disease treatment andquality of life issues Westlake Hyatt Hotel May 2009Dubai CityHospital Volunteered intheEvaluation ofpatient withMultiple SclerosisMarch2009 fAttendee at (he International Conference Alzheimer's Dementia Vienna Austria 2009And ICAD attendee Madrid Spain 200S and Stockholm Sweden 2001.

RECEIVED TIME MAY, 20, 12:28PM PRINT TIME MAY, 20. 'ixrlllft 9 - Page75

(..!.

EXHIBIT 10

UCLA Physician James Spar, rVfrP

Health 1 i»t«qiM«*hu

James Spar, MD

PHOTO

NOTAVAlI,\fii,H/.s

V

MEDICAL BOARD

CERTIFICATION

James Spar, MD

'SpecialtyGeriatric Psychiatry, Psychiatry

GanderUs Is

Uinguaa* SpokenEnglish I '

HotptUI AffiliationRonald Reagan UCLA Medical CenterStewart and Lynda Resnlpk Neuropsychlatrle Hospital atUCLAStats License NumberG24955

Contact

(310) 825-0038

Geriatric Psychiatry, American 6oaid of Paychistry and Neirolooy 1991 2011Peychlatry, Ajncrican Board ofPsychiatry and Neurology, 1879 '

EDUCATION

FellowshipGerialric Psychiatry, UCLA Neuropsychialrlc Hospital. 1377 -1978ResidencyPsychiatry, UCLA Nouropsychiatric Hospital, 1974 -1977Internship

Internal Medicine, Children'* Hospital ofSanFrancisco, 1872.t973Medical OesreeMO, UCLA School of Medicine, 1972

AFFILIATION

Department AffiliationQi rector. Geriatric Psycftjalnc inaaHent, yrifiPhysician, eas«torJE.d_Bjoj^ Sams£iu3m^

•

Referring a Patient to UCLA.Our staff will assist you in selecting the appropriate UCLA clinical department for your patient

Bnfl&uUaa'iarcjiB^j

Dr. James Sear. gJttlVrc^T^.ir^i±Mt

SESUZito update your profile.

Page I of 1

Subn

h.: nttp://ww.ucIahealth.orgto^^ Exhibit 10 - Page 766/10/2014

•srrrrch'James Spar M.D. |David GefferWhool ofMedicine at UCLA

University of Cuiifbmis, LqsAngeles About Lis | a^<mfmltnau»m I Contact Us | Campis Dmcb-y | ca.*5 | Msps-OcKinu

Page I of 2

James Spar. M.D.

^'^•Q*'1^* A"""™'* P«>3««i i Contact Information:Geriatric 0»y Treatment | jGeriatric Psychiatric Inpatient Unit

Professor, Psychiatry and aiobehavtorsil Sciaticas*3f#tfetf(toie; '

Login to edit vartreffepafle

Publications:

Awards snd honors;

Children's Hospitalof San FrartdjcoUCLA Nauropsychiatric Hoa'pHalUCLA NeuropaycNatric Hospital'

raw; 11C1?2»U3S.r L"" $P*' ** ***** *âJflaaJlfiLÎffidgg Journal of oeriatric psychiatry and neurdc«y,Spar JE, Garb AS A^saorxcpmoj^^ American journal of psychiatry, 1982; 149(2): 169-74.

nontierncptecj etderfy Journal ofgerlainc psychiatry and neuroiooy, 1991;2(2>: 70-5, ™™™"'w'w •••'••*-«

eteLm&i f^ychoneuroendacrinoloay. 1889; 14(3): 195-202.

Work Phone Number:(310) 8Z5-0938(310) 825-0038

! Mailing Address-.! OfficeJ 37-370 Seme)i Loa Angeles,i UNITEDSTATES

Work Email Address:lstwrantedmn.ifcm»rty

£P"rJe BIMffa trazodone concentration* inelflettvdecreasediiJournal of dlnlcai psychopharrnaeotosy, 1987:7(6): 406-9.1

!«a.*stBsflfifil&La

fiac effectsana short-term efBcsCT

Website:

Home Page:

yssb££2a£

ISSTJ^KriL™^ °,iW0"W^ SeaaiaKmgaili£3aaSla.mii coherence In the diaont,^ r,fAJtneimer-s-ftoe an;) rnu^nfeBaêmâÂgSaLtfiMto Archives of oeneral psychiatry, 1987; 44(11): 991-8

d'setse" lâsfm^MSw' " ' MYtfWK??- g' ^îmaiigâiuat The Journal of nervous and mentalSi1' R«^JMI!I5^!aiJitelli; PSM-HI criteria and the dmamathMan, suppression last asJTaflflOT oflrca|rpenj rcsegoae. The American journal of psychiatry, 1983; 140(7^844-7

joôfîÂnnals of

BeckJ C, Benson 0 F, ScheibdA B,SparJ E,Rubetutein L2internal medidtw, 1982; 97(2): 231-41.

Spar JE PcrnslfflfllnthB-eocd, The Psychiatric eSmcs of North America, 1982; 5(1): 67-66Spar J E,Gemer Ft Does-|hi> fry. ,|rijournol of psychiatry. 1982; 139(2): 238-40 The American

?2>oiL^^^.,,0^M H°f'*"* ^"^& "'Y"omaMWTiiaWc patients Ii, Statistical profile ot the lir.iWmmn ma"*iY leachum ward Journal ofthe American Geriatrics Society. 16B0;28<12): 539-43! .

ilm^JifZ'J,™^'5^S,0n EHHospMtreatme'nt of elderly neummycNatdc eatonfs i Initial dinkal and»• jmsirffllW f»°W9f|oj},yflffl,a neateacrting )»prd Journal of(he American Geriatrics Society. 1880; 28(18): 446-80.Spar J E. Ford C V. Uston E H(12): 504-7.

™™WY'mZ J6IteJiHtri"n',"';i«w *>**• ***'" ^-aiv9 a.P-ggZ Hospital*oommunity psychiatry,}The Journal ofdnticat psycfsairy. 1979; 40

Ttmn 4 uaidtons ! !>saOl,t»Ree<!urc<w I uc Regents

http://rôpie.healthsciences.ucla.edu/institutioivrpersonnel?personnel_id=8388Exhibit 10 Page 71

6/10/2014

siWrckcJames Spar M.D, | David Gefferrechool of Medicine at UCLA•

Page 2 of2

Exhibit 10-Page 78jy. http://rxople.healthsciehces.ucla.eduyinstiturion/persorinel?personnei_id==8388 6/10/2014

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P«YSICIAiNr»S CDCRTDPlCATtON OF TRUSTEE'S INCAPAC3T1f

I1. [,l>,MexUSueFlataalitmajp^^

Neurology and Psychiatry) licensed bytheState of(Mifornia. Myaddress is 6325 TopangaCanyon Blvd Suite 101 WorjdTand IHits CaJjfcrnia 913<S?.

2. I am not relate by bkxkior marriage to anyT^Sterling Family Trust.

3. XlastoxHrnlnedDooaWT. Stcrtlfltg oa May 19,2014 arid, based^xmrfiy«x»irtcxcirAinMioo; I am rendering tbe following ccrtjficoticm.

4. Based upon tny valuation performed on May 19,2014, it to my opinion that Mr.Donald T. Sterling fa mfjs^gfi^Afcrhelmer's disease. The duration of tbe memory Issuesis a*least 3 years, lite MlniMcntalStatusExam usingtoe Folstein technique be scored23 outof possible30 point*. He was unableto spell the world WorM backwards, r«rfctm serial 7'spast 95, unaware ofthe season, recalled 2objects after three minutesend initiallyhaddifficultydrawinga clock.Tbe scon is belownormal for bis age and advancededuoation. The PETscan of tbe brain performedMay 16,2014at MarkTaperFoundation imaging Centerwaspositive formoderate reductions inthe anteriormesial regions ofthe temporal lobes and bilateral parietal regions right greater than left TbeooosteOation of findings Is consistentwitha Neurodemenda ofthe Alzheimer's type.

5. It is myopinionthatMr. DonaldT. Sterling is unable to reasonably carry out thedutiesas Trusteeof The StedingFamilyTrust as a resultof, amongother factors,an impairmentof bis level ofattention,infoonattanprocessing, aborttermmemoryimpairment andability tomodulate mood, emotional lability, and is at risk ofmaking potentialty serious errors ofjudgment

6. If sdkJitionalffifoaftaiioftian4)edtsd,Ieax»b<j the address above.

Dated: May 29,2014

tnHJSuxo/inmrx

Dr. Maril Sue Platzer

(Print name)

Exhibit 11 - Page 79

Sterling Family Trust

Documents

Transcript of Sterling Family Trust