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<br />200808279
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<br />Loan No: 2748248700
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<br />MODIFICATION OF DEED OF TRUST
<br />(Continued)
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<br />Page 2
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<br />extension, modification or refinancing of any indebtedness or obligation relating thereto, including without limitation, their negotiation,
<br />execution, collateralization, administration, repayment, modification, extension, substitution, formation, inducement, enforcement, default
<br />or termination. DISPUTES SUBMITTED TO ARBITRATION ARE NOT RESOLVED IN COURT BY A JUDGE OR JURY.
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<br />A. Governing Rules. Any arbitration proceeding will (j) 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
<br />American Arbitration Association (" AAA "I, or such other administrator as the parties shall mutually agree upon, in accordance with the
<br />AAA's 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 herein, as applicable, as the "Rules"), If there is any inconsistency between the terms hereof and the Rules, the
<br />terms and procedures set forth herein shall control. Arbitration proceedings hereunder shall be conducted at a location mutually agreeable
<br />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
<br />governing the Note. Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all costs and
<br />expenses incurred by such other party in compelling arbitration of any Dispute. Arbitration may be demanded at any time, and may be
<br />compelled by summary proceedings in Court. The institution and maintenance of an action for judicial relief or pursuit of a provisional or
<br />ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to
<br />arbitration if any other party contests such action for judicial relief. The arbitrator shall award all costs and expenses of the arbitration
<br />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
<br />U.S.C. Section 91 or any 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 (iii) 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 partici'pate in all hearings and deliberations. Every arbitrator must be a neutral
<br />practicing attorney or a retired member of the state or federal judiciary, in either case with a minimum of ten years experience in the
<br />substantive law applicable to the subject matter of the Dispute. The arbitrator will determine whether or not an issue is arbitratable and
<br />will give effect to the statutes of limitation in datermining any claim. In any arbitration proceeding the arbitrator will decide (by documents
<br />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
<br />claim or motions for summary adjudication. The arbitrator shall resolve all Disputes in accordance with the applicable substantive law and
<br />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
<br />necessary to make effective any award. The arbitrator shall also have the power to award recovery of all costs and fees, to impose
<br />sanctions and to take such other action as the arbitrator deems necessary to the same extent a judge could pursuant to the Federal Rules
<br />of Civil Procedure, the applicable state rules of civil procedure, or other applicable law. Judgment upon the award rendered by the
<br />arbitrator may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a
<br />provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or
<br />claim to arbitration if any other party contests such action for judicial relief.
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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 />Any requests for an extension of the discovery periods, or any discovery disputes, will be subject to final determination by the arbitrator
<br />upon a showing that the request for discovery is essential for the party's presentation and that no alternative means for obtaining
<br />information is available.
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<br />E. Class Proceedings and Consolidations. No party shall be entitled to join or consolidate disputes by or against others who are not parties
<br />to this agreement or related Documents in any arbitration, or to include in any arbitration any dispute as a representative or member of a
<br />class, or to act in any arbitration in the interest of the general public or in a private attorney general capacity.
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<br />F. 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. No arbitrator or other party to an arbitration
<br />proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary
<br />course of its business or by applicable law or regulation. If more than one agreement for arbitration by or between the parties potentially
<br />applies to a Dispute, the arbitration provision most directly related to the Documents between the parties or the subject matter of the
<br />Dispute shall control. This arbitration provision shall survive the repayment of the Note and the termination, amendment or expiration of
<br />any of the documents or any relationship between the parties.
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<br />G. State-Specific Provisions.
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<br />If California law governs the Dispute, the following provisions are Included:
<br />Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to
<br />arbitration if the Dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder
<br />of the mortgage, lien or security interest specifically elects in writing to proceed with the arbitration, or (ii) all parties to the arbitration
<br />waive any rights or benefits that might accrue to them by virtue of the single action rule statute of California, thereby agreeing that all
<br />indebtedness and obligations of the parties, and all mortgages, liens and security interests securing such indebtedness and obligations,
<br />shall remain fully valid and enforceable. If any such Dispute is not submitted to arbitration, the Dispute shall be referred to a referee in
<br />accordance with California Code of Civil Procedure Section 638 et seq., and this general reference agreement is intended to be specifically
<br />enforceable in accordance with said Section 638. A referee with the qualifications required herein for arbitrators shall be selected pursuant
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