AGENT AND THE LENDERS FOR ANY COSTS, FEES, EXPENSES OR OTHER
LIABILITIES INCURRED BY THE AGENT OR ANY LENDER IN CONNECTION WITH THE CCI
LOCKBOX AGREEMENT, REGARDLESS OF WHETHER SUCH COSTS, FEES, EXPENSES OR OTHER
LIABILITIES ARE PAID OR INCURRED BEFORE OR AFTER CCI CEASES TO BECOME A
"BORROWER" UNDER THE CREDIT AGREEMENT.
19.
NOTICES TO THE AGENT.
ALL NOTICES TO THE AGENT IN CONNECTION WITH
THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE SENT IN ACCORDANCE WITH
THE FOLLOWING INFORMATION:
Wells Fargo Bank, National Association, acting through its Wells Fargo
Business Credit operating division
MAC N2642-060
400 Northridge Road, Suite 600
Atlanta, Georgia
30350
Attention:
Portfolio Manager
Telecopier:
770-992-4720
With a copy to:
Stephen D. Palmer, Esq.
Greenberg Traurig, LLP
3290 Northside Parkway, Suite 400
Atlanta, Georgia
30327
Telecopier:
678-553-2261
20.
COMMERCIAL TORT CLAIM.
EACH BORROWER HEREBY GRANTS TO THE AGENT,
FOR ITSELF AND THE LENDERS, A SECURITY INTEREST IN ALL COMMERCIAL TORT CLAIMS
THAT SUCH BORROWER HAS AGAINST KEMLITE COMPANY, INC., CRANE CO. OR ANY OF THEIR
AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE CLAIMS ARISING IN CONNECTION WITH
CASE NO. RIC-452462, FILED WITH THE SUPERIOR COURT OF THE STATE OF CALIFORNIA,
COUNTY OF RIVERSIDE, KNOWN AS NATIONAL R.V., INC., A CALIFORNIA CORPORATION V.
CRANE CO., A DELAWARE CORPORATION, AND CRANE COMPOSITES, INC., A DELAWARE
CORPORATION AKA KEMLITE COMPANY, INC.
21.
ARBITRATION.
THE BORROWERS, THE LENDERS AND THE AGENT ACKNOWLEDGE
AND AGREE THAT THE FOLLOWING ARBITRATION PROVISIONS SHALL APPLY TO THIS
AGREEMENT, THE CREDIT AGREEMENT AND EACH OTHER LOAN DOCUMENT, AND THE CREDIT
AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE DEEMED TO BE AMENDED TO
INCORPORATE SUCH PROVISIONS.
(A)
ARBITRATION.
THE PARTIES HERETO AGREE, UPON DEMAND BY ANY PARTY,
TO SUBMIT TO BINDING ARBITRATION ALL CLAIMS, DISPUTES AND CONTROVERSIES BETWEEN
OR AMONG THEM (AND THEIR
6
RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS, AND OTHER AGENTS), WHETHER
IN TORT, CONTRACT OR OTHERWISE ARISING OUT OF OR RELATING TO IN ANY WAY (I) THE
OBLIGATIONS AND RELATED LOAN DOCUMENTS WHICH ARE THE SUBJECT OF THE CREDIT
AGREEMENT AND ITS NEGOTIATION, EXECUTION, COLLATERALIZATION, ADMINISTRATION,
REPAYMENT, MODIFICATION, EXTENSION, SUBSTITUTION, FORMATION, INDUCEMENT,
ENFORCEMENT, DEFAULT OR TERMINATION; OR (II) REQUESTS FOR ADDITIONAL CREDIT.
(B)
GOVERNING RULES.
ANY ARBITRATION PROCEEDING WILL (I) PROCEED IN A
LOCATION IN GEORGIA SELECTED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA");
(II) BE GOVERNED BY THE FEDERAL ARBITRATION ACT (TITLE 9 OF THE UNITED STATES
CODE), NOTWITHSTANDING ANY CONFLICTING CHOICE OF LAW PROVISION IN ANY OF THE
DOCUMENTS BETWEEN THE PARTIES; AND (III) BE CONDUCTED BY THE AAA, OR SUCH OTHER
ADMINISTRATOR AS THE PARTIES SHALL MUTUALLY AGREE UPON, IN ACCORDANCE WITH THE
AAA'S COMMERCIAL DISPUTE RESOLUTION PROCEDURES, UNLESS THE CLAIM OR COUNTERCLAIM
IS AT LEAST $1,000,000.00 EXCLUSIVE OF CLAIMED INTEREST, ARBITRATION FEES AND
COSTS IN WHICH CASE THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE
AAA'S OPTIONAL PROCEDURES FOR LARGE, COMPLEX COMMERCIAL DISPUTES (THE COMMERCIAL
DISPUTE RESOLUTION PROCEDURES OR THE OPTIONAL PROCEDURES FOR LARGE, COMPLEX
COMMERCIAL DISPUTES TO BE REFERRED TO, AS APPLICABLE, AS THE "RULES").
IF THERE