RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT TO BINDING ARBITRATION IN ORANGE COUNTY, CALIFORNIA, IN
ACCORDANCE WITH JAMS STREAMLINED ARBITRATION PROVISIONS FROM TIME TO TIME IN
EFFECT (THE "RULES").
THIS SUBMISSION AND AGREEMENT TO ARBITRATE SHALL BE
MANDATORY, EXCLUSIVE AND SPECIFICALLY ENFORCEABLE.
ALL REFERENCES IN THIS
AGREEMENT TO LITIGATION BETWEEN AMERICAN SPECTRUM AND DUNHAM, SHALL BE GOVERNED
BY THE PROVISION OF THIS ARTICLE 15.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE FOLLOWING SHALL BE CONSIDERED CONTROVERSIES FOR THIS PURPOSE:
(A)
ALL QUESTIONS RELATING TO THE BREACH OF ANY OBLIGATION, WARRANTY,
REPRESENTATION, COVENANT OR AGREEMENT HEREUNDER OR UNDER ANY EXHIBIT HERETO AND
ALL QUESTIONS RELATING TO THE CONSTRUCTION AND INTERPRETATION THEREOF.
(B)
ALL QUESTIONS RELATING TO REPRESENTATIONS, NEGOTIATIONS AND OTHER
PROCEEDINGS LEADING TO THE EXECUTION OF THIS AGREEMENT AND ALL MODIFICATIONS OF
THIS AGREEMENT OF EVERY NATURE AND DESCRIPTION.
(C)
FAILURE OF ANY PARTY TO DENY OR REJECT A CLAIM OR DEMAND OF
ANOTHER PARTY.
(D)
ALL QUESTIONS AS TO WHETHER THE RIGHT TO ARBITRATE ANY QUESTIONS
EXISTS OR AS TO THE EXISTENCE OF ANY AGREEMENT TO ARBITRATE.
(E)
ALL ISSUES RAISED BY ANY SUBSEQUENT ALLEGED AMENDMENT TO THIS
AGREEMENT, WHETHER WRITTEN OR ORAL, UNLESS SUCH AMENDMENT EXPRESSLY CANCELS THIS
ARBITRATION PROVISION IN WRITING SIGNED BY ALL AFFECTED PARTIES HERETO.
DUNHAM AND AMERICAN SPECTRUM MAY AGREE ON A RETIRED JUDGE AS SOLE
ARBITRATOR.
IN THE ABSENCE OF SUCH AGREEMENT, THERE SHALL BE THREE (3)
ARBITRATORS, SELECTED IN ACCORDANCE WITH THE RULES:
ONE (1) ATTORNEY AND/OR
RETIRED JUDGE, ONE (1) EXPERT IN COMMERCIAL MORTGAGE AND REAL ESTATE
TRANSACTIONS, AND ONE (1) CERTIFIED PUBLIC ACCOUNTANT.
A DECISION AGREED ON BY
TWO (2) OF THE ARBITRATORS SHALL BE THE DECISION OF THE ARBITRATION PANEL;
PROVIDED, HOWEVER, THAT IN THE CASE OF MONETARY DAMAGES, IF THERE IS NO
AGREEMENT OF TWO ARBITRATORS AS TO THE AMOUNT OF THE AWARD, THEN THE FINAL AWARD
OF THE ARBITRATION PANEL FOR THE PURPOSE OF THIS AGREEMENT SHALL BE THE AMOUNT
LEFT AFTER EXCLUDING THE HIGHEST AND LOWEST AMOUNTS.
THE PARTIES AGREE TO ABIDE
BY ALL AWARDS RENDERED IN SUCH PROCEEDINGS.
SUCH AWARDS SHALL BE FINAL AND
BINDING ON ALL PARTIES.
THERE SHALL BE NO APPEAL THEREFROM OTHER THAN FOR FRAUD
OR MISCONDUCT.
ALL AWARDS MAY BE FILED WITH THE CLERK OF ONE OR MORE COURTS,
STATE OR FEDERAL, HAVING JURISDICTION OVER THE PARTY AGAINST WHOM SUCH AN AWARD
IS RENDERED OR ITS PROPERTY AS A BASIS OF JUDGMENT AND OF THE ISSUANCE OF AN
ORDER AUTHORIZING EXECUTION FOR COLLECTION.
NOTHING IN THIS AGREEMENT AND/OR
THE EXHIBITS HERETO SHALL BE DEEMED TO PREVENT THE ARBITRATION PANEL FROM
EXERCISING AUTHORITY TO PERMIT EXERCISE BY A PARTY OF ITS LEGAL AND/OR EQUITABLE
REMEDIES INCLUDING THE RIGHT OF OFFSET.
IT IS UNDERSTOOD BY THE PARITIES THAT
THERE IS NOT INTENDED IN THIS AGREEMENT OR ANY EXHIBIT HERETO THAT THERE BE A
WAIVER OF A PARTY'S RIGHT TO ANY REMEDY WHICH MAY BE ENFORCED THROUGH
ARBITRATION, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, THE RIGHT OF SETOFF AND
INJUNCTIVE RELIEF.
EACH