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 2.7 Paragraph 8.4 is hereby amended to read in its entirely asfollows:8.4. Dispute Resolution Provision. This paragraph,including the subparagraphs below, is referred to as the“Dispute Resolution Provision.” This Dispute ResolutionProvision is a material inducement for the parties enteringinto this agreement.(a) This Dispute Resolution Provision concerns theresolution of any controversies or claims between theparties, whether arising in contract, tort or by statute,including but not limited to controversies or claims thatarise out of or relate to: (i) this agreement (including anyrenewals, extensions or modifications); or (ii) any documentrelated to this agreement (collectively a “Claim”). For thepurposes of this Dispute Resolution Provision only, the term“parties” shall include any parent corporation, subsidiaryor affiliate of the Bank involved in the servicing,management or administration of any obligation described orevidenced by this agreement.(b) At the request of any party to this agreement, anyClaim shall be resolved by binding arbitration in accordancewith the Federal Arbitration Act (Title 9, U.S. Code) (the“Act”). The Act will apply even though this agreementprovides that it is governed by the law of a specifiedstate.(c) Arbitration proceedings will be determined inaccordance with the Act, the then-current rules andprocedures for the arbitration of financial servicesdisputes of the American Arbitration Association or anysuccessor thereof (“AAA”), and the terms of this DisputeResolution Provision. In the event of any inconsistency,the terms of this Dispute Resolution Provision shallcontrol. If AAA is unwilling or unable to (i) serve as theprovider of arbitration or (ii) enforce any provision ofthis arbitration clause, the Bank may designate anotherarbitration organization with similar procedures to serve asthe provider of arbitration.(d) The arbitration shall be administered by AAA andconducted, unless otherwise required by law, in any U.S.state where real or tangible personal property collateralfor this credit is located or if there is no suchcollateral, in the state specified in the governing lawsection of this agreement. All Claims shall be determined byone arbitrator; however, if Claims exceed Five MillionDollars ($5,000,000), upon the request of any party, theClaims shall be decided by three arbitrators. Allarbitration hearings shall commence within ninety (90) daysof the demand for arbitration and close within ninety (90)days of commencement and the award of the arbitrator(s)shall be issued within thirty (30) days of the close of thehearing. However, the arbitrator(s), upon a showing of goodcause, may extend the commencement of the hearing for up toan additional sixty (60) days. The arbitrator(s) shallprovide a concise written statement of reasons for theaward. The arbitration award may be
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submitted to any courthaving jurisdiction to be confirmed and have judgmententered and enforced.(e) The arbitrator(s) will give effect to statutes oflimitation in determining any Claim and may dismiss thearbitration on the basis that the Claim is barred. Forpurposes of the application of any statutes of limitation,the service on AAA under applicable AAA rules of a notice ofClaim is the equivalent of the filing of a lawsuit. Anydispute concerning this arbitration provision or whether aClaim is arbitrable shall be determined by thearbitrator(s), except as set forth at subparagraph (h) ofthis Dispute Resolution Provision. The arbitrator(s) shallhave the power to award legal fees pursuant to the terms ofthis agreement.(f) This paragraph does not limit the right of any partyto: (i) exercise self-help remedies, such as but not limitedto, setoff; (ii) initiate judicial or non-judicialforeclosure against any real or personal propertycollateral; (iii) exercise any judicial or power of salerights, or (iv) act in a court of law to obtain an interimremedy, such as but not limited to, injunctive relief, writof possession or appointment of a receiver, or additional orsupplementary remedies.(g) The filing of a court action is not intended toconstitute a waiver of the right of any party, including thesuing party, thereafter to require submittal of the Claim toarbitration.(h) Any arbitration or trial by a judge of any Claim willtake place on an individual basis without resort to any formof class or representative action (the “Class ActionWaiver”).Regardless of anything else in this Dispute ResolutionProvision, the validity and effect of the Class ActionWaiver may be determined only by a court and not by anarbitrator. The parties to this Agreement acknowledge thatthe Class Action Waiver is material and essential to thearbitration of any disputes between the parties and isnonseverable from the agreement to arbitrate Claims. If theClass Action Waiver is limited, voided or foundunenforceable, then the parties’ agreement to arbitrateshall be null and void with respect to such proceeding,subject to the right to appeal the limitation orinvalidation of the Class Action Waiver. **The Partiesacknowledge and agree that under no circumstances will aclass action be arbitrated.**(i) By agreeing to binding arbitration, the partiesirrevocably and voluntarily waive any right they may have toa trial by jury in respect of any Claim. Furthermore,without intending in any way to limit this agreement toarbitrate, to the extent any Claim is not arbitrated, theparties irrevocably and voluntarily waive any right they mayhave to a trial by jury in respect of such Claim. Thiswaiver of jury trial shall remain in
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effect even if theClass Action Waiver is limited, voided or foundunenforceable. **WHETHER THE CLAIM IS DECIDED BY ARBITRATIONOR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTANDTHAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UPTHE RIGHT TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.** 2.8 Paragraph 8.9 is hereby amended to read in its entirety asfollows:10.8 One Agreement. This Agreement and any relatedsecurity or other agreements required by this Agreement,collectively:(a) represent the sum of the understandings and agreementsbetween the Bank and the Borrower concerning this credit;(b) replace any prior oral or written agreements between theBank and the Borrower concerning this credit; and(c) are intended by the Bank and the Borrower as the final,complete and exclusive statement of the terms agreed to bythem.In the event of any conflict between this Agreement and anyother agreements required by this Agreement, this Agreementwill prevail. Any reference in any related document to a“promissory note” or a “note” executed by the Borrower anddated as of the date of this Agreement shall be deemed torefer to this Agreement. as now in effect or as hereafteramended, renewed, or restated.**ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF ADEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.**     3. Representations and Warranties. When the Borrower signs this Amendment, theBorrower represents and warrants to the Bank that: (a) there is no event which is, or with noticeor lapse of time or both would be, a default under the Agreement except those events, if any, thathave been disclosed in writing to the Bank or waived in writing by the Bank (b) the representationsand warranties in the Agreement are true as of the date of this Amendment as if made on the date ofthis Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation bywhich the Borrower is bound, and (d) if the Borrower is a business entity or a trust, thisAmendment is within the Borrower’s powers, has been duly authorized, and does not conflict with anyof the Borrower’s organizational papers.     4. Effect of Amendment. Except as provided in this Amendment, all of the terms andconditions of the Agreement shall remain in full force and effect.
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     5. Counterparts. This Amendment may be executed in counterparts, each of which whenso executed shall be deemed an original, but all such counterparts together shall constitute butone and the same instrument.     6. **ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROMENFORCING PAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.**This Amendment is executed as of the date stated at the beginning of this Amendment.      **BANK:**