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of the United States Code),notwithstanding any conflicting choice of law provision in any of the documents between Company and Bank;and (iri)be conducted by the AAA,or such other administrator as Company and Bank 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 ofclaimed 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 dis�xrtes (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 is any inconsistency between the tenns hereof and any such Rules,the terms and pmcedures set forth herein sha11 control. Any pariy who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear a11 costs and expenses incurred by such other party in compelling arbitration of any Dispute. Nothing contained herein shall be deemed to be a waiver by Bank of the protections afforded to it under 12 U S.C. Section 91 or any similar applicable state law, No Wafver of Setf-Help or Provisional Remedies. This arbitration requirement does not limit the right of either party to(i) exercise self-help remedies including setoff or(ii)obtain provisional or ancillary remedies such as injunctive relief or attachment,before,during or after the pendency of any arbitration proceeding This exclusion does not constitute a waiver of the right or obligation of either party to submit any Dispute to arbitration or reference hereunder,including those arising from the exercise of the actions detailed in(i)and (ii)of this subsection. Arbitrator Qaatificat3ons and Powers. Any Dispute in which the amount in controversy is$5,000,000.00 or less will be 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 Dispute in which the amount in controversy exceeds $5,000,000.00 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations. Each arbihator will be a neutral attomey licensed in the state whose laws govern Compan}�s Account and who has a mi nnnum of ten (10) years experience in the substantive law applicable to the subject matter of the Dispute to be arbitrated. The arbitrator(s)will detennine whether or not an issue is arbitratable and will give effect to the statutes of limitation in determining any claim.In any arbitration proceeding the arbitrator(s)will decide (by documents only ar with a hearing at the discre6on ofthe arbitrator(s))any pre-hearing morions which are similar to motions to dismiss for failure to state a claim or motions for summary adjudication. 9 ATTY/AGR/2016.186/WELLS FARGO BANKING AGREEMENT