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III IInU II n�I��NNINR� II�IIIIV ��IU 200301316 00000000000000090 ASSIGNMENT OF RENTS Loan No: 6120481383 (Continued) Page 4 necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limhatien, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings )including efforts to modify or vacate any automatic stay or injunction). appeals, and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other some provided by law. CONSENT TO SELL LOAN. The parties hereto agree: b it Lender may sell or transfer all or part of this loan to one or more purchasers. whether related or unrelated to Lender; bb) Lender may provide to any purchaser, or potential purchaser, any information or knowledge Lender may have about the parties or about any other matter relating to this loan obligation, and the parties waive any rights to privacy it may have with respect to such matters; (c) the purchaser of a loan will be considered its absolute owner and will have all the rights granted under the loan documents or agreements governing the sale of the loan; and (d) the purchaser of a loan may enforce Its interests Irrespective of any claims or defenses that the parties may have against Lender. FACSIMILE AND COUNTERPART. This document may be signed in any number of separate copies, each of which shall be effective as an original, but all of which taken together shall constitute a single document An electronic transmission or other facsimile of this document or any related document shall be deemed an original and shall be admissible as evidence of the document and the signer's execution. FURTHER ASSURANCES. The parties hereto agree to do all things deemed necessary by Lender in order to fully document the loan evidenced by this Note and any related agreements, and will fully cooperate concerning the execution and delivery of security agreements, stock powers, instructions and /or other documents pertaining to any collateral intended to secure the Indebtedness. The undersigned agree to assist in the cur, of any defects In the execution, delivery or substance of the Note and related agreements, and in the creation and perfection of any (lens, security Interests or other collateral rights securing the Note. ARBITRATION AGREEMENT. Binding Arbitration. Lender and each party to this agreement hereby agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. A 'Dispute" shall include any dispute, controversy of any kind, whether in contract or in tort, legal or equitable, now existing or hereafter arising, relating in any way to this Agreement or any related agreement incorporating this Arbhradon Program (the 'Documents "), or any past, present, or future loans, transactions, contracts, agreements, relationships, incidents ar injuries of any kind whatsoever relating to or involving Business Banking, Community Banking, or any successor group or department of Lander. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. Governing Rules. Any arbitration procecd'mg will (i) be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the documents between the parties; and hit be conducted by the American Arbitration Association ("AAA"), or such other administrator as the parties shall mutually agree upon, in accordance with the AAA's commercial dispute resolution procedures, unless the claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest, arbitration fees and costs In which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes Ithe commercial dispute r e solution procedures or the optional procedures for large, complex commercial disputes to be referr,d to, as applicable, as the "Rules "). It there is any inconsistency between the terms hereof. and the Rules, the teams and procedures act forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the parties, or if they cannot agree, than at a location selected by the AAA In the state of the applicable substantive law primarily governing the Credit. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costa and expenses red by such other party In compelling arbitration of any Dispute. Arbitration may be dismantled at any time, and may be compelled by summary proceedings in Court. The Institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall riot constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief. The arbitrator shall award all costs and expenses of the arbitration proceeding. Nothing contained herein shall be deemed to be a waiver by any party that is a bank of the protections afforded to it under 12 U.S.C. 091 or any similar applicable state law. No Waiver of Previsional Remedies, Self -Help and Foreclosure. The arbitration requirement does not limit the right of any party to If foreclose against real or personal property collateral: iii) exercise self help remedies relating to collateral or proceeds of collateral such as setoff or repossession; or (iii) obtain provisional or ancillary remedies such as replevin. injunctive relief, attachment or the appointment of a receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not Constitute a waiver Of the right or obligation of any party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in sections (i), till and Bill of this paragraph. Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount In controversy is $5,000,000.00 or less will be decided by a single arbitrator selected according to the Rules, and who shall not render an award of greater than $5,000,000.00. Any Dispute in which the amount In controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators: provided however, that all three arbitrators must actively participate in all hearings and deliberations. Every arbitrator must be a practicing attorney or a retired member of the state or federal judiciary, in either case with a minimum of ten years experience in the substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an Issue is arbltratable and will give effect to the statutes of limitation in determining any rlaim. In any arbitration proceeding the arbitrator will decide (by documents only or with a hearing at the arbitrator's discretion) any pre hearing motions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any