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201302943
<br />DEED OF TRUST
<br />(Continued) P age 11
<br />or any renewal, extension, modification or refinancing of any indebtedness or obligation relating thereto, including
<br />without limitation, their negotiation, execution, collateralization, administration, repayment, modification, extension,
<br />substitution, formation, inducement, enforcement, default or termination, or any request for additional credit. This
<br />provision is a material inducement for the parties entering into the transactions relating to this Agreement. In the event
<br />of a court ordered arbitration, the party requesting arbitration shall be responsible for timely filing the demand for
<br />arbitration and paying the appropriate filing fee within 30 days of the abatement order or the time specified by the
<br />court; the party s failure to do so shall result in that party s right to demand arbitration being automatically terminated
<br />with respect to such Dispute. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE
<br />OR JURY. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY AND VOLUNTARILY
<br />WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARBITRATED
<br />PURSUANT TO THIS ARBITRATION PROGRAM.
<br />A. Governing Rules. Any arbitration proceeding will (i) be governed by the Federal Arbitration Act (Title 9 of the United
<br />States Code), notwithstanding any conflicting choice of law provision In any of the documents between the parties; and
<br />(iii be conducted by the American Arbitration Association ( "AAA "), or such other administrator as the parties shall
<br />mutually agree upon, in accordance with the AAA's commercial dispute resolution procedures, unless the claim or
<br />counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs, in which case the
<br />arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial
<br />disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial
<br />disputes are referred to herein, as applicable, as the "Rules "). If there is any inconsistency between the terms hereof
<br />and the Rules, the terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be
<br />conducted at a location mutually agreeable to the parties, or if they cannot agree, then at a location selected by the
<br />AAA in the state of the applicable substantive law primarily governing the Note. Any party who fails or refuses to
<br />submit to arbitration following a demand by any other party shall bear all costs and expenses incurred by such other
<br />party in compelling arbitration of any Dispute. The arbitrator shall award all costs and expenses of the arbitration
<br />proceeding,
<br />B. No Waiver of Provisional Remedies, Self -Help and Foreclosure. The arbitration requirement does not limit the right
<br />of any party to (I) foreclose against real or personal property collateral; (ii) exercise self -help remedies relating to
<br />collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as
<br />replevin, injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any
<br />arbitration proceeding. This exclusion does not constitute a waiver of the right or obligation of any party to submit any
<br />Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in
<br />sections (i), (ii) and (iii) of this paragraph.
<br />C. Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is
<br />$5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render
<br />an award of greater than $5,000,000.00. Any Dispute in which the amount in controversy exceeds $5,000,000.00
<br />shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must
<br />actively participate in all hearings and deliberations. Every arbitrator shall be a neutral practicing attorney or a retired
<br />member of the state or federal judiciary, in either case with a minimum of ten years experience in the substantive law
<br />applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and
<br />will give effect to the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will
<br />decide (by documents only or with a hearing at the arbitrator's discretion) any pre - hearing motions which are similar to
<br />motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all
<br />Disputes in accordance with the applicable substantive law and may grant any remedy or relief that a court of such
<br />state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award.
<br />The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take such
<br />other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil
<br />Procedure, the applicable state rules of civil procedure, or other applicable law. Judgment upon the award rendered by
<br />the arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial
<br />relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the
<br />plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.
<br />D. Discovery. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery
<br />shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later
<br />than 20 days before the hearing date. Any requests for an extension of the discovery periods, or any discovery
<br />disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is
<br />essential for the party's presentation and that no alternative means for obtaining information is available.
<br />E. Class Proceedings and Consolidations. No party hereto shall be entitled to join or consolidate disputes by or against
<br />others in any arbitration, except parties to this agreement, or any contract, instrument or document relating to this
<br />agreement, or to include in any arbitration any dispute as a representative or member of a class, or to act in any
<br />arbitration in the interest of the general public or in a private attorney general capacity.
<br />F. Small Claims Court. Any party may require that a Dispute be resolved in Small Claims Court if the Dispute and
<br />related claims are fully within that court s jurisdiction.
<br />G. State Specific Provisions:
<br />If Delaware. Pennsylvania or Virginia law governs the Dispute, the following provision is applicable if there Is a
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