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<br />Loan No: 2935477005
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<br />MODIFICATION OF DEED OF TRUST2 0
<br />(Continued) 0710378
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<br />Page 2
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<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 />A. Governing Rules. Any arbitration proceeding will (i) be governed by the Federal Arbitration Act (Title 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 />B. No Waiver of Provisional Remedies, Self-Help and Foreclosure. The arbitration requirement does not limit the right of any party to (i)
<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 (iii) 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), (ii) and Oii) of this paragraph.
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<br />C. 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 8 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
<br />any court having jurisdiction.
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<br />D. Discovery. In any arbitration proceeding discovery will be permitted in accordance with the Rules. All discovery shall be expressly
<br />limited to matters directly relevant to the Dispute being arbitrated and must be completed no later than 20 days before the hearing date
<br />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
<br />disputes, will be subject to final determination by the arbitrator upon a showing that the request for discovery is essential for the party's
<br />presentation and that no alternative means for obtaining information is available.
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<br />E. Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude
<br />any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. The resolution of any Dispute shall be determined by
<br />a separate arbitration proceeding and such Dispute shall not be consolidated with other disputes or included in any class proceeding. No
<br />arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of
<br />information by a party required in the ordinary course of its business or by applicable law or regulation. If more than one agreement for
<br />arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the documents
<br />between the parties or the subject matter of the Dispute shall control. This arbitration provision shall survive termination, amendment or
<br />expiration of any of the documents or any relationship between the parties.
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<br />F. State~Specific Provisions.
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<br />If California law governs the Dispute, the following provision is included. Real Property Collateral; Judicial Reference: Notwithstanding
<br />anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns indebtedness secured directly or
<br />indirectly, in whole or in part, by any real property unless the holder of the mortgage, lien or security interest specifically elects in writing
<br />to proceed with the arbitration. If any such Dispute is not submitted to arbitration, the Dispute shall, at the election of any party, be
<br />referred to a referee in accordance with California Code of Civil Procedure Section 638 et seq., and this general reference agreement is
<br />intended to be specifically enforceable in accordance with said Section 638. A referee with the qualifications required herein for arbitrators
<br />shall be selected pursuant to the AAA's selection procedures. Judgment upon the decision rendered by a referee shall be entered in the
<br />court in which such proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645.
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<br />If Idaho law governs the Dispute, the following provision is included. Real Property Collateral; Judicial Reference: Notwithstanding
<br />anything herein to the contrary, no dispute shall be submitted to arbitration if the dispute concerns indebtedness secured directly or
<br />indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest specifically elects in writing
<br />to proceed with the arbitration, or (ii) all parties to the arbitration waive any rights or benefits that might accrue to them by virtue of the
<br />single action rule statute of Idaho, thereby agreeing that all indebtedness and obligations of the parties, and all mortgages, liens and
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