200214136 - Laserfiche WebLink

Browse

00000000000000090 ASSIGNMENT OF RENTS Loan No: 4360736681 (Continued) 200214136 Page 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 cure of any defects in the execution, delivery or substance of the Note and related agreements, and in the creation and perfection of any hens, 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, claim or 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 Arbitration Program (the "Documents "), or any past, present, or fuldre 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 Lender. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY. Governing Rules. Any arbitration proceeding will (I) be governed by the Federal Arbitration Act ITide 9 of the United States Code). notwithstanding Any conflicting choice of law provision in any of the documents between the parties; and (ill 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 dispute resolution procedures, unless the claim or counterclaim is at least 51,000,000.00 exclusive of claimed interest, arbitration fees and tests In which case the arbitration shall be conducted in accordance with the AAA's optional procedures for large, complex commercial disputes Ithe commercial dispute resolution procedures or the optional procedures for large, complex commercial disputes to be referred to, as applicable, as the "Rules "). If there Is any inconsistency between the terms hereof and the Rules, 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, then at a location selected by the AAA in the state of the applicable substantive law primarily governing the Credit. Any parry who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs antl expenses incurred by such other party in compelling arbitration of any Dispute. Arbitration may be demanded 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 not 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. °91 or any similar applicable state law. No Waiver of Provisional Remedies, Suit Help and Foreclosure. The arbitration requirement does not limit the right of any party to if foreclose against real or personal property collateral: (ill exercise self -help remedies relating to collateral or proceeds of collateral such es setoff or repossession; or firi) 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), Ilil and (III) of this paragraph. Arbitrator Qualifications and Powers. Any arbitration proceeding In which the amount in controversy is $5,000,000.00 or less will he 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 dellberatmna. 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 adatratable and will give fant to the statme_e of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide Iby 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 remedy or relief that a court of such state could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions antl to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the applicable State Rules of Civil Procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in say court having jurisdiction. Discovery. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly limited to matters directly relevant to the Dispute being arbitrated and must be completed no later then 20 days before the hearing date and within 180 days of the filing of the Dispute with the AAA. Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's presentation and that ne alternative means for obtaining Information is available. Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any Arbitration proceeding within 180 days of the tiling of the Dispute with the AAA. The resolution of any Dispute shall be determined by A separate arbitration proceeding and such Dispute shall act be consolidated with other disputes or included in any class proceeding. No