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ASSIGNMENT OF RENTS 200206223 Loan No: 3612493505 (Continued) Page 3 Gparanlm dies or becomes 'mcnmpeteep ea revokes or disputes the validity at, or liability under, any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is impaired . Insecurity. Lender in good faith believes Itself insecure. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any lime thereafter, Leader may exercise any one or more of the following rights and remedies, In addition to any other rights or remedies provided by law: Accelerate Indebtedness. Lender shall have the right at Its option to declare the entire Indebedness Immediately due and payable, mcludiny any prepayment penalty which Grantor would be required to pay. Collect Rents. Lender shall have the dghL without notice to Cranrnr, to take possession of the Property and culloet tiro Rents, tcluding amounts past due and unpaid, and apply the net pro vet ceeds, o and above Lenders costs, against the Indebtedness. In furtherance of this right, lender shall have all the rights provided for in the Lender's Right to Receive and Collect Rents Section, above. If the Rents a n calluses! by Lender, then Grantor irrevocably designates Lender as Grantor's attorney in fact to endorse nstruments received in payment thereof in the name of Grantor and to negotiate the same and collect the produces. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the nhligatinns for which the payments are media whether or net Orly proper grounds for the demand existed. Lender may exercise Its rights under this subparagraph either in person, by agent, or through a receiver - Appoint Receiver. Lender shell have the right to have a rearivxr appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to uperolo the Property preceding foreclosure or sale, end to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Other Remedies. Lender shall have all other rights and drosses provided in this Assignment or the Nate or by law. Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and On election to make expenditures or to take action to perform an obligation of Granter under this Assignment, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise Its remedies, Aft. r eys' Fees-, Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall he entitled to re Over such sum as the court may adjudge re table as attorneys' fees at trial and upon any appeal. Whether or not any court action is involeud, and to the extent not prohibited by law, all reasonable expenses Lender in urs that in Lender's d's opinion are necessary at any time fur the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on damand and shall bear interest at ([to Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph elude, without limitation, however subject to any limits under applicable law, Lender's attorneys Ices 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 s arching records, obtaining title reports Ibneludlng foreclosure reports), surveyors' reports, and appraisal fees, tide Insurance, and fees for the Irustec, to the extent permitted by applicable law- Grantor also will pay any court costs, In addition to all other sums provided by law. FURTHER ASSURANCES. the parties hereto again to do all things deemed necessary by lander 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 perlalning to any collateral intended to secure the Indebtedness. The undersigned agree to assist in the cure of any defects In the execution, delivery or substance of this Nero and related agreements. and in the creation and pod...rn of any (lees, security interests or other collateral rights securing this Now. CONSENT TO SELL LOAN. The parties hereto agree: l r) Lender may sell or transfer all or part of this lean to one er more purchasers, whether related or nrelated to Lentler, To) Lender may provide to any purchaser, or potential purchaser, any Information or knowledge Lander may have about lire parties or about any other matter relating to this loan nbliganed, 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 di tine purchaser of a Ivan may enforce Its Interests irrespective of any claims or defenses that the parties may have anemst Lender. ARBITRATION AGREEMENT. Binding Arbitration. Lender, Borrower, and every other parry to this agreement hereby agree, upon demand by any party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbtration Program, A "Dispute" shall nclude any distant,, maim or controversy of any kind, whether in forecast or In tort, legal or equiwWe, now existing or hereafter arising, relating in any way to this Agreement or any related agreement incorporating this Arbitration Program (the "Documents "), or any past, peasant, or future loans, transactions, contracts, agreements, relationships, Incidents or Injuries of any kind whatsoever relating to or involving Business Banking, Community Banking, or any successor group or department of Bank. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. Governing Rules, Any Indication proceeding will lit be governed by the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any confllctiny choice of law provision In any of the documents between the parties; and (iii be conducted by the American Arbitration Association 1 " AAA "1, m such ether administrator as the parties shall mutually agree upon, In accordance with the AAA is commercial dispute resolution procedures, unless the claim or counterclaim is at least $1.000,000.00 exclusive of claimed Interest, arbitration fees and caste In which case the arbitration shall be conducted In accordance with the AAA's optional procedures far large, complex commercial disputes The commercial dispute r solution procedures nr the optional procedures for large, complex commercial disputes to be referred le, os applicable, as the "Rules'I. elf there is any inconsistency between the terms hereof and the Hulett, the terms and procedures set 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