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<br />hereunder shall be joint and several; and (e) all terms of Exhibit A, and each other exhibit and/or rider
<br />attached hereto and recorded herewith, are hereby incorporated into this Deed of Trust by this reference.
<br />6.7 Severability of Provisions. If any provision of this Deed of Trust shall be held to be
<br />prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
<br />prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of
<br />this Deed of Trust.
<br />6.8 Governing Law. This Deed of Trust shall be governed by and construed in accordance with
<br />the laws of the State of Nebraska.
<br />6.9 Arbitration.
<br />(a) Arbitration. The parties hereto agree, upon demand by any party, to submit to binding
<br />arbitration all claims, disputes and controversies between or among them (and their respective
<br />employees, officers, directors, attorneys, and other agents), whether in tort, contract or otherwise in any
<br />way arising out of or relating to this Deed of Trust and its negotiation, execution, collateralization,
<br />administration, repayment, modification, extension, substitution, formation, inducement, enforcement,
<br />default or termination.
<br />(b) Governing Rules. Any arbitration proceeding will (i) proceed in a location in Nebraska
<br />selected by the American Arbitration Association ("AAA"); (ii) be governed by the Federal Arbitration Act
<br />(Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the
<br />documents between the parties; and (iii) be conducted by the AAA, or such other administrator as the
<br />parties shall mutually agree upon, in accordance with the AAA's commercial dispute resolution
<br />procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest,
<br />arbitration fees and costs in which case the arbitration shall be conducted in accordance with the AAA's
<br />optional procedures for large, complex commercial disputes (the commercial dispute resolution
<br />procedures or the optional procedures for large, complex commercial disputes to be referred to herein, as
<br />applicable, as the "Rules"). If there is any inconsistency between the terms hereof and the Rules, the
<br />terms and procedures set forth herein shall control. Any party who fails or refuses to submit to arbitration
<br />following a demand by any other party shall bear all costs and expenses incurred by such other party in
<br />compelling arbitration of any dispute. Nothing contained herein shall be deemed to be a waiver by any
<br />party that is a bank of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state
<br />law.
<br />(c) No Waiver of Provisional Remedies. Self -Help and Foreclosure. The arbitration requirement
<br />does not limit the right of any party to (i) foreclose against real or personal property collateral; (ii) exercise
<br />self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii)
<br />obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment
<br />of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not
<br />constitute a waiver of the right or obligation of any party to submit any dispute to arbitration or reference
<br />hereunder, including those arising from the exercise of the actions detailed in sections (i), (ii) and (iii) of
<br />this paragraph.
<br />(d) Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in
<br />controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules,
<br />and who shall not render an award of greater than $5,000,000.00. Any dispute in which the amount in
<br />controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators,
<br />provided however, that all three arbitrators must actively participate in all hearings and deliberations. The
<br />arbitrator will be a neutral attorney licensed in the State of Nebraska or a neutral retired judge of the state
<br />or federal judiciary of Nebraska, in either case with a minimum of ten years experience in the substantive
<br />law applicable to the subject matter of the dispute to be arbitrated. The arbitrator will determine whether
<br />or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim. In
<br />any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's
<br />COMMNEOEED_NE.DOC (Rev. 02/10) -15-
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