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<br />Loan No: 4032026768
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<br />ASSIGNMENT OF RENTS
<br />(Continued)
<br />
<br />20070291'0
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<br />Page 4
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<br />Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Assignment, Lender shall be
<br />entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any
<br />court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are
<br />necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable
<br />on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph
<br />include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses,
<br />whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or
<br />vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, the cost of searching
<br />records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, titie insurance, and fees for the
<br />Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by
<br />law.
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<br />FURTHER ASSURANCES. The parties hereto agree to do all things deemed necessary by Lender in order to fully document the loan
<br />evidenced by this Note and any related agreements, and will fully cooperate concerning the execution and delivery of security agreements,
<br />stock powers, instructions and/or other documents pertaining to any collateral intended to secure the Indebtedness. The undersigned
<br />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
<br />and perfection of any liens, security interests or other collateral rights securing the Note.
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<br />CONSENT TO SELL LOAN. The parties hereto agree: (a) Lender may sell or transfer all or part of this loan to one or more purchasers,
<br />whether related or unrelated to Lender; (b) Lender may provide to any purchaser, or potential purchaser, any information or knowledge
<br />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
<br />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
<br />granted under the loan documents or agreements governing the sale of the loan; and (d) the purchaser of a loan may enforce its interests
<br />irrespective of any claims or defenses that the parties may have against Lender.
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<br />FACSIMILE AND COUNTERPART. This document may be signed in any number of separate copies, each of which shall be effective as an
<br />original, but all of which taken together shall constitute a single document. An electronic transmission or other facsimile of this document
<br />or any related document shall be deemed an original and shall be admissible as evidence of the document and the signer's execution.
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<br />ARBITRATION AGREEMENT. Arbitration. Binding Arbitration. Lender and each party to this agreement hereby agree, upon demand by any
<br />party, to submit any Dispute to binding arbitration in accordance with the terms of this Arbitration Program. A "Dispute" shall include any
<br />dispute, claim or controversy of any kind, whether in contract or in tort, Legal or equitable, now existing or hereafter arising, relating in any
<br />way to this Agreement or any related agreement incorporating this Arbitration Program (the "Documents"), or any past, present, or future
<br />loans, transactions, contracts, agreements, relationships, incidents or injuries of any kind whatsoever relating to or involving Business
<br />Banking, Regional Banking, or any successor group or department of Lender. DISPUTES SUBMITTED TO ARBITRATION ARE NOT
<br />RESOLVED IN COURT BY A JUDGE OR JURY.
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<br />Governing Rules. Any arbitration proceeding will (j) be governed by the Federal Arbitration Act (Titie 9 of the United States Code),
<br />notwithstanding any conflicting choice of law provision in any of the documents between the parties; and (ii) be conducted by the AAA
<br />(American Arbitration Association), or such other administrator as the parties shall mutually agree upon, in accordance with the AAA's
<br />commercial dispute resolution 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 optional procedures for large,
<br />complex commercial disputes (the commercial dispute resolution procedures or the optional procedures for large, complex commercial
<br />disputes to be referred to, as applicable, as the "Rules"). If there is any inconsistency between the terms hereof and the Rules, the terms
<br />and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable to the
<br />parties, or if they cannot agree, then at a location selected by the AAA in the state of the applicable substantive law primarily governing
<br />the Credit. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and expenses
<br />incurred by such other party in compelling arbitration of any Dispute. Arbitration may be demanded at any time, and may be compelled by
<br />summary proceedings in Court. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy
<br />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
<br />party contests such action for judicial relief. The arbitrator shall award all costs and expenses of the arbitration proceeding. Nothing
<br />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
<br />similar applicable state law.
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<br />No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (j)
<br />foreclose against real or personal property collateral; (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as
<br />setoff or repossession; or Oii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a
<br />receiver, before during or after the pendency of any arbitration proceeding. This exclusion does not constitute a waiver of the right or
<br />obligation of any party to submit any Dispute to arbitration or reference hereunder, including those arising from the exercise of the actions
<br />detailed in sections (i), Oi) and (iii) of this paragraph.
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<br />Arbitrator Qualifications and Powers. Any arbitration proceeding in which the amount in controversy is $5,000,000.00 or less will be
<br />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
<br />Dispute in which the amount in 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. Every arbitrator must be a practicing
<br />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
<br />applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and will give effect to
<br />the statutes of limitation in determining any claim. In any arbitration proceeding the arbitrator will decide (by documents only or with a
<br />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
<br />for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and may grant any
<br />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
<br />effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose sanctions and to take
<br />such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the
<br />applicable State Rules of Civil Procedure, or other applicable law. Judgment upon the award rendered by the arbitrator may be entered in
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