Common use of Arbitration Clause in Contracts

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a condition precedent single arbitrator pursuant to any right the Commercial Arbitration Rules of action hereunderthe American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, any irreconcilable unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute or difference by issuing a written opinion within thirty (30) Days after the close of opinionhearings. The Federal Arbitration Act, including formation and validity9 U.S.C. §§ 1-16, and also includingnot state law, but not limited toshall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, any allegation of fraudexemplary damages, intentional misrepresentationconsequential damages, unintentional misrepresentationmultiple damages, or any other issue whatsoeverdamages not measured by the prevailing party's actual damages, arising out and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the interpretation, performance Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A shortened upon mutual agreement of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen Parties or by the Companyarbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction fees of the state in which arbitration and the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirearbitrator. The decision of the arbiters arbitrator's award shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdictionhaving jurisdiction thereof. The arbiters may Judgment upon the award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made rendered by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor arbitrator may be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointentered in any court having jurisdiction. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. ii. Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the , not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderAny controversy, any irreconcilable claim or dispute involving the Parties hereto (or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, their Affiliates) arising out of or relating to this Agreement, or the interpretationsubject matter thereof, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted solely and exclusively settled by a binding arbitration held in Denver, Colorado to arbitration. One arbiter shall be chosen administered by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (“AAA”). Such arbitration shall be conducted in accordance with the umpire. If then-existing Employment Arbitration Rules of the AAA, with the following exceptions if in conflict: (a) the arbitrator shall be selected by the mutual agreement of the Parties; if the Parties cannot agree on an arbitrator, the Parties shall alternately strike names from a list provided by the AAA until only one name remains; (b) the Company shall pay fees and administrative costs charged by the arbitrator and American Arbitration Association fails Association; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to appoint AAA rules and regulations) of the umpire within 30 days after it proceedings has been requested given to do sosuch Party. Each Party shall bear its own attorney fees and expenses. The arbitrator shall have the power to award any remedies available under applicable law. In addition, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party arbitrator shall present its case award attorneys’ fees and costs to the arbiters within 30 days following the date of appointment of the umpireprevailing party, in an amount no greater than allowable by law. The decision of Parties hereto agree that the arbiters arbitrator will allow only such discovery as is required by law. The Parties agree to abide by all decisions and awards rendered in such arbitration proceedings. Such decisions and awards rendered by the arbitrator shall be final and binding on both parties; but failing to agree, they shall call in the umpire conclusive. This dispute resolution process and the decision of the majority any arbitration hereunder shall be final confidential and binding upon both parties. Judgment upon neither any Party nor the final decision of neutral arbitrator shall disclose the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expensesexistence, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights contents or results of such Subscribing Reinsurers process without the prior written consent of all Parties. Notwithstanding the foregoing, claims of worker’s compensation and unemployment compensation benefits shall not be subject to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating arbitration under the terms of this Contract from several to jointAgreement. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party any dispute should fail arise between the parties as to choose an arbiter within 30 days following a written request the meaning, effect, performance, enforcement, or other issue in connection with this Agreement, which dispute cannot be resolved by the other party to do soparties, the requesting party may choose two arbiters who dispute shall be decided by final and binding arbitration of a panel of three arbitrators. Proceedings in turn choose an umpire before entering upon arbitration. If arbitration and its conduct shall be governed by the two arbiters fail to agree upon the selection rules of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association (“AAA”) applicable to commercial arbitrations (the “Rules”) except as modified by this Section. The Executive shall appoint one arbitrator, the Bank shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the panel. The parties shall appoint their arbitrators within thirty (30) days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the umpirethird arbitrator. If the American Arbitration Association fails to appoint the umpire The arbitrators shall render their decision in writing within 30 thirty (30) days after it has been requested to do so, either party may request a justice the close of a Court of general jurisdiction evidence or other termination of the state in which proceedings by the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agreepanel, they shall call in the umpire and the decision of a majority of the majority arbitrators shall be final and binding upon both the parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the applicable state law. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved Any hearings in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications arbitration shall be made by held in Suffolk County, New York unless the Company parties shall agree upon a different venue, and shall be private and not open to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. public. Each party shall bear the expense fees and expenses of its own arbiterarbitrator, counsel, and shall jointly witnesses, and equally bear with the other the expense fees and expenses of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration third arbitrator shall be shared equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location parties. The other costs of the arbitration, all proceedings pursuant hereto including the fees of AAA, shall be governed by borne as directed in the law decision of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companypanel.

Arbitration. A. As a condition precedent Except with regard to any right Section 7, all disputes ----------- between the parties concerning the performance, breach, construction or interpretation of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthis Agreement, or in any other issue whatsoever, manner arising out of the interpretationthis Agreement, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter binding arbitration in accordance with the rules of the American Arbitration Association, which arbitration shall be chosen carried out in the manner set forth below: (i) Within fifteen (15) days after written notice by one party to the Companyother party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other by party shall select its designated arbitrator and so notify the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 yearsdemanding party. In the event that either party should fail to choose an arbiter within 30 Within fifteen (15) days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointmentthereafter, the two arbiters arbitrators so selected shall request select the third arbitrator. The dispute shall be heard by the arbitrators within ninety (90) days after selection of the third arbitrator. The decision of any two arbitrators shall be binding upon the parties. Should any party or arbitrator fail to make a selection, the American Arbitration Association to appoint shall designate such arbitrator upon the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, application of either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpireparty. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitrators shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute its successors and act as one party for purposes of this Article assigns and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointExecutive. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any (ii) The arbitration proceedings shall take place at a location mutually agreed in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the parties to this Contractarbitrators may be entered into any court having competent jurisdiction without any right of appeal. (iii) Each party shall pay its or his own expenses of arbitration, but notwithstanding and the location expenses of the arbitrationarbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all proceedings pursuant hereto or any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrators and the arbitration proceeding (collectively, the "Arbitration Expenses") against the party raising such unreasonable claim or defense; and if the arbitrators rule in favor of Executive, then the Company shall be governed by the law obligated to pay all of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the CompanyArbitration Expenses.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (2) Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (5) Except as set forth in Section 7(e)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties' arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire"AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (v) Except as set forth in Section 19(b) and (c), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As Any dispute between the parties under this Agreement shall be resolved (except as provided below) through informal arbitration by an arbitrator (who is selected as provided below) and under the rules of the American Arbitration Association. The Arbitration shall be conducted under the rules of said Association at the location where the Executive is then employed by the Corporation, provided, however, that the arbitration shall be conducted at the location specified by the Corporation if the Executive’s out-of-pocket expenses of travel and lodging are borne by the Corporation. Each party shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a condition precedent claim or defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be conclusive and binding upon the parties and judgment upon the same may be entered in any right of action hereunder, any irreconcilable dispute court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating his or difference of opinion, including formation and validitytheir determination, and also including, but not limited to, any allegation shall furnish to each party a signed copy of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out such determination. The expenses of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article arbitration shall be submitted to arbitration. One arbiter shall be chosen borne equally by the Company, Executive and the other by Corporation or as the Reinsurer, and an umpire arbitrator shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 yearsotherwise equitably determine. In the event that the services of an arbitrator are required and if the Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the identity of an arbitrator, within ten (10) days thereafter the Executive and Corporation shall each select an arbitrator and the two arbitrators shall select by mutual agreement an arbitrator. If either party should fail fails to choose select an arbiter within 30 days following a written request by arbitrator, then the other party shall select the second arbitrator, and an arbitrator shall be selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to do soagree on an arbitrator, the requesting party may choose two arbiters who arbitrators shall in turn choose each select an umpire before entering upon arbitration. If arbitrator from a list of arbitrator provided by the two arbiters fail to American Arbitration Association and those arbitrators shall mutually agree upon the selection of an umpire within 30 days following their appointment, arbitrator who will be the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpirearbitrator. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach relating to Article 5 of this Contract or any other agreements referenced herein including those referenced in paragraph A of Lease (with respect to the Miscellaneous Provisions Article issues expressly stated therein) shall be submitted to arbitrationand determined in binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. One arbiter The arbitration shall be chosen conducted before and by a single arbitrator selected by the Company, parties. If the other by the Reinsurer, and parties have not selected an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter arbitrator within 30 days following a of written request by the other party to do sodemand for arbitration, the requesting party may choose two arbiters who arbitrator shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request be selected by the American Arbitration Association pursuant to appoint the umpirethen current rules of that Association on application by either party. If The arbitrator shall have authority to fashion such just, equitable and legal relief as he, in his sole discretion, may determine. The parties agree that the American Arbitration Association fails arbitration hearing shall be held within thirty (30) business days following notification to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction parties of the state in which appointment of such arbitration, and that the arbitration is to proceedings shall be held to appoint the umpire. B. Each party shall present its case to the arbiters concluded within 30 thirty (30) business days following the date of appointment of the umpirefirst scheduled arbitration hearing. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of all its own arbiter, expenses of arbitration and shall jointly bear equally the costs and equally bear with the other the expense expenses of the umpire and of the arbitrationarbitrator. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any All arbitration proceedings shall take place at a location mutually agreed upon be conducted in the City of Stamford, State of Connecticut. Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the parties to this Contract, but notwithstanding the location arbitrator and that a judgment of the arbitration, all proceedings pursuant hereto court having jurisdiction may be entered upon the award. The duty to arbitrate shall be governed by survive the law cancellation or termination of the not including its choice of law provisos, except this Lease. Landlord and Tenant further agree that the internal laws of the shall apply in addition to the regulation discovery rights available to them under the Commercial Arbitration Rules they shall have all rights of discovery available to litigants pursuant to the CompanyConnecticut Rules of Court then appertaining.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (ii) Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (v) Except as set forth in Section 12(b) below, the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinionother matter in question between the Company and the Reinsurer arising out of, including formation and validity, and also including, but not limited or relating to, any allegation of fraudthe formation, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance performance, or breach of this Contract Agreement, whether such dispute arises before or any other agreements referenced herein including those referenced in paragraph A after termination of the Miscellaneous Provisions Article this Agreement, shall be submitted to settled by arbitration. One arbiter Arbitration shall be chosen initiated by the Company, delivery of a written notice of demand for arbitration by one party to the other by within a reasonable time after the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it dispute has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpirearisen. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, reinsurers shall constitute and act as one party for the purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one partyArticle, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating Reinsurer under the terms of this Contract Agreement from several to joint. C. Except as set forth in Article III, each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 60 days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within 60 days of the appointment of the second arbitrator, each of the arbitrators shall nominate three individuals. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, the third arbitrator shall be selected from a list of six individuals (three named by each arbitrator) by a judge of the United States District Court having jurisdiction over the geographical area in which the arbitration is to take place, or if that court declines to act, the state court having general jurisdiction in such area. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd’s of London Underwriters; the arbitrators shall not have a personal or financial interest in the result of the arbitration. D. The arbitration hearings shall be held in New York, New York. Each party shall bear submit its case to the expense arbitrators within 60 days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by governing law, that is, the state law of the situs of the arbitration as herein agreed; they shall make their decisions according to the practice of the reinsurance business. The decision rendered by a majority of the arbitrators shall be final and binding on both parties. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. E. Each party shall pay the fee and expenses of its own arbiter, arbitrator and shall jointly and equally bear with the other the expense one-half of the umpire fee and expenses of the arbitrationthird arbitrator. In the event that the two arbiters are chosen by one party, as above provided, the expense All other expenses of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any F. Except as provided above, arbitration proceedings shall take place at a location mutually agreed be based, insofar as applicable, upon by the parties to this Contract, but notwithstanding the location procedures of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the CompanyAmerican Arbitration Association.

Arbitration. A. As a condition precedent to any right of action hereunderIf the grievance still exists and the Association is not satisfied, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen upon approval by the CompanyAssociation’s grievance committee, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon next step is arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. 1. If the two arbiters fail Association, on behalf of the aggrieved teacher(s), desires impartial arbitration, written notice shall be given to agree the superintendent within twenty (20) schools days after receiving the decision of the Board (Step D). If a request for impartial arbitration has not been received by the superintendent within twenty (20) days after receiving the Board’s decision (Step D), then the grievance shall be deemed withdrawn. 2. Within fifteen (15) school days after receiving the written request for impartial arbitration, the Board shall enter into the arbitration selection process. The arbitration proceedings shall be conducted by an arbitrator agreed upon by the Association and Board. 3. If agreement has not been reached on the selection of an umpire within 30 arbitrator by the end of the fifteen (15) school days following their appointmentafter receiving the request for impartial arbitration, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been (or other mutually agreed upon source) shall be requested to do so, either act as administrator of the proceedings and supply a list of five arbitrators’ names and qualifications. Either party may reject one list of arbitrators in its entirety and request that another list be submitted. From the list of five arbitrators, the party initially requesting the arbitration shall strike two names from the list and then the other party shall strike two names from the list. The person whose name remains on the list shall be the arbitrator selected. The arbitrator shall be notified by the superintendent of his/her selection and requested to contact the parties to set a justice hearing date, time, and place. 4. Neither the Board nor the Association shall be permitted to assert any grounds or submit any evidence to the arbitrator which had not previously been disclosed to the other party during the previous steps. 5. The arbitrator shall have no power to nullify, alter, modify, amend, ignore, add to or subtract from the provisions, terms or conditions of a Court of general jurisdiction this agreement in any way. The arbitrator’s decision must be based solely upon his/her interpretation of the state in which meaning or application of the express relevant provision of this agreement. 6. Insofar as such arbitration is limited as stated in the preceding paragraph, both parties agree to be held to appoint abide by the umpireresults of the findings of the arbitrator. B. Each party shall present its case 7. Any grievance which arose prior to the arbiters within 30 days following the effective date of appointment of the umpire. The decision of the arbiters this agreement shall not be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expensesprocessed. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. 8. Each party shall bear the expense of full cost for its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of representation in the arbitration. In The cost of the event arbitrator and the American Arbitration Association shall be divided equally between the Board and the Association. 9. If either party requests a transcript of the proceedings, that party shall bear full costs for the transcript. If both parties order a transcript, the cost of the two arbiters are chosen by one party, as above provided(2) transcripts shall be divided equally between the parties. If the arbitrator requests a copy of the transcript, the expense of the arbiters, the umpire and the arbitration cost shall be divided equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder(a) Any disagreement, any irreconcilable dispute dispute, controversy or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, claim arising out of or relating to this Agreement or the interpretationinterpretation or validity hereof shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any disagreement, performance dispute or breach controversy which cannot be resolved between the parties, including without limitation any matter relating to the interpretation of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall Agreement, may be submitted to arbitrationarbitration irrespective of the magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justifiable or ripe for resolution by a court or arbitral tribunal. One arbiter The arbitration shall be chosen by conducted in accordance with the Company, Commercial Arbitration Rules of the other by American Arbitration Association (the Reinsurer, and an umpire “AAA”). (b) The arbitral tribunal shall consist of one arbitrator who shall be chosen by an attorney of recognized standing at the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed bar with at least 15 years experience in the United States insurance or reinsurance industry for at least 10 yearspractice of law. In The parties to the event that either party should fail to choose an arbiter arbitration jointly shall directly appoint such arbitrator within 30 days following a written request by of initiation of the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters parties shall fail to agree upon appoint such arbitrator as provided above, such arbitrator shall be appointed by the selection AAA as provided in the Commercial Arbitration Rules and shall be a person who (i) maintains his or her principal place of an umpire business either within 30 days following their appointment75 miles of Buffalo, New York and (ii) had substantial experience in commercial and business matters. The Company or the two arbiters Bank shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction pay all of the state fees and expenses of the arbitrator. The Bank shall pay all of the fees and expenses of the arbitrator, in a lump sum no later than two and one-half months after the end of the calendar year in which such expenses were incurred. The arbitration shall be conducted within the arbitration is Buffalo, New York metropolitan area or in such other city in the Untied States of America as the parties to be held to appoint the umpiredispute may designate by mutual written consent. B. Each (c) At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall present have the right to examine its case witnesses and to cross-examine the witnesses of any opposing party. No evidence of any witness shall be presented unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the arbiters within 30 days following dispute otherwise agree in writing or except under extraordinary circumstances where the date interests of appointment justice require a different procedure. (d) A decision or award of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitral tribunal shall be final and binding upon both partiesthe parties to the arbitration proceeding. Judgment The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced, against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the final decision of the arbiters arbitral award may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenseshaving jurisdiction thereof. C. If more than one Subscribing Reinsurer is involved in (e) Nothing herein contained shall be deemed to give, the same disputearbitral tribunal any authority, all such Subscribing Reinsurers shallpower, at the option or right to alter, change, amend, modify, add to, or subtract from any of the Company, constitute and act as one party for purposes provisions of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointAgreement. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (2) Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties' arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire"AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (5) Except as set forth in Section 6(e)(d)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent Except with regard to Section 6, all disputes between the parties or any right claims concerning the performance, breach, construction or interpretation of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthis Agreement, or in any other issue whatsoever, manner arising out of the interpretationthis Agreement, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter binding arbitration in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the "AAA"), which arbitration shall be chosen carried out in the manner set forth below: (a) Within fifteen (15) days after written notice by one party to the Companyother party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other by party shall appoint its designated arbitrator and so notify the Reinsurerdemanding party. Within fifteen (15) days thereafter, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom arbitrators so appointed shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in appoint the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitrationthird arbitrator. If the two arbiters fail to appointed arbitrators cannot agree upon on the selection of third arbitrator, then the AAA shall appoint an umpire independent arbitrator as the third arbitrator. The dispute shall be heard by the arbitrators within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 ninety (90) days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator. The decision of any two (2) or all three (3) of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitrators shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute its successors and act as one party for purposes of this Article assigns, and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one partyupon Executive, providedhis heirs, howeverpersonal representatives, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointand legal representatives. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any (b) The arbitration proceedings shall take place at a location mutually agreed in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the parties to this Contractarbitrators may be entered into any court having competent jurisdiction without any right of appeal. (c) Each party shall pay its or his own expenses of arbitration, but notwithstanding and the location expenses of the arbitrationarbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all proceedings pursuant hereto shall be governed by the law or any part of the not including its choice of law provisos, except that the internal laws arbitration expenses of the shall apply to the regulation other party (other than attorneys' fees which are covered in Section 7.5 below) and of the Companyarbitrators and the arbitration proceeding.

Arbitration. A. As a condition precedent to any right of action hereunder(a) If the grievance is not satisfactorily settled at Step 3, any irreconcilable dispute either the Employer or difference of opinionthe Association may, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out within ten (10) work days after receipt of the interpretationStep 3 answer, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of request that the Miscellaneous Provisions Article shall grievance be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon binding arbitration. If the two arbiters fail grievance is not submitted to arbitration within such ten (10) day period, it will be considered closed on the basis of the Step 3 answer. (b) If the grievance is appealed to arbitration as herein provided, the parties may mutually agree upon an arbitrator to hear the selection grievance. If the parties are unable to mutually agree upon an arbitrator then the party desiring arbitration shall, within ten (10) work days of an umpire within 30 days following their appointmentthe date of its written request for arbitration, the two arbiters shall request submit a demand to the American Arbitration Association to appoint for arbitration of the umpiregrievance. If The arbitrator shall then be selected in accordance with the Voluntary Labor Arbitration Rules of the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction in effect as of the state in which the arbitration is to be held to appoint the umpiretime of such demand. B. (c) The arbitration hearing shall be governed by the Voluntary Labor Arbitration Rules of the American Arbitration Association. (d) Each party shall present be responsible for its case to own expenses, if any, in connection with the arbiters within 30 days following the date of appointment of the umpirearbitration proceedings. The arbitration fees and expenses shall be split evenly between each party. (e) The decision of the arbiters arbitrator must be based on an interpretation of one or more of the provisions of this Agreement or any supplement or amendment thereto. The arbitrator shall have no power to add to, take from, modify, or alter this Agreement or any supplement or amendment thereto. Any matter submitted to arbitration over which the arbitrator has no power to rule shall be final referred back to the parties without decision. (f) The arbitrator's decision, when made in accordance with her jurisdiction and binding on both parties; but failing to agreeauthority, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above providedEmployer, the expense of the arbiters, the umpire Association and the arbitration shall any employee or employees involved and cannot be equally divided between the two partieschanged by any individual. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (2) Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties' arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire"AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (5) Except as set forth in Section 6(d)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent Except with regard to Section 6, all disputes between the parties or any right claims concerning the performance, breach, construction or interpretation of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthis Agreement, or in any other issue whatsoever, manner arising out of the interpretationthis Agreement, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter binding arbitration in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be chosen carried out in the manner set forth below: a. Within fifteen (15) days after written notice by one party to the Companyother party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other by party shall appoint its designated arbitrator and so notify the Reinsurerdemanding party. Within fifteen (15) days thereafter, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom arbitrators so appointed shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in appoint the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitrationthird arbitrator. If the two arbiters fail to appointed arbitrators cannot agree upon on the selection of third arbitrator, then the AAA shall appoint an umpire independent arbitrator as the third arbitrator. The dispute shall be heard by the arbitrators within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 ninety (90) days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator. The decision of any two (2) or all three (3) of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitrators shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute its successors and act as one party for purposes of this Article assigns, and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one partyupon Executive, providedhis heirs, howeverpersonal representatives, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointand legal representatives. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any b. The arbitration proceedings shall take place at a location mutually agreed in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the parties to this Contractarbitrators may be entered into any court having competent jurisdiction without any right of appeal. c. Each party shall pay its or his own expenses of arbitration, but notwithstanding and the location expenses of the arbitrationarbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all proceedings pursuant hereto shall be governed by the law or any part of the not including its choice of law provisos, except that the internal laws arbitration expenses of the shall apply to the regulation other party (other than attorneys’ fees, which are addressed in Section 7.5 below) and of the Companyarbitrators and the arbitration proceeding.

Arbitration. A. As All disputes under this Agreement shall be settled by arbitration before a condition precedent single arbitrator pursuant to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out the commercial law rules of the interpretation, performance or breach of this Contract or American Arbitration Association. Arbitration may be commenced at any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted time by any party hereto giving written notice to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the each other party to a dispute that such dispute has been referred to arbitration under this Section 7.5. The arbitrator shall be selected by the joint agreement of the Indemnifying Party and Indemnified Party, but if they do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to not so agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 20 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a written opinion of the umpirearbitrator giving the reasons for the award. The This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbiters arbitrator in accordance herewith shall be final and binding on both parties; but failing to agree, they without right of appeal. Each party shall call in the umpire pay its own expenses of arbitration and the decision expenses of the majority arbitrator shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, equally shared; provided, however, that nothing herein shall impair if in the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability opinion of the Subscribing Reinsurers participating under arbitrator any claim for indemnification or any defense or objection thereto was unreasonable, the terms arbitrator may assess, as part of this Contract from several to joint. D. Each party shall bear his award, all or any part of the expense arbitration expenses of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire party (including reasonable attorneys' fees) and of the arbitrationarbitrator against the party raising such unreasonable claim, defense or objection. In To the event extent that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire arbitration may not be legally permitted hereunder and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding any dispute hereunder may not at the location time of the such dispute mutually agree to submit such dispute to arbitration, all proceedings pursuant hereto any party may commence a civil action in a court of appropriate jurisdiction to solve disputes hereunder. Nothing contained in this Section 7.5 shall be governed prevent the parties from settling any dispute by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companymutual agreement at any time.

Arbitration. A. As a condition precedent to If any right of action hereundercontroversy, any irreconcilable claim or dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of or relating to this Agreement or the interpretationbreach or performance thereof occurs, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A the parties shall meet and exert reasonable efforts to reach an amicable settlement for a period not to exceed twenty (20) days from the date written notice of the Miscellaneous Provisions Article controversy, claim or dispute is served by the complaining party to the other party under this Agreement. If for any reason such settlement fails to occur within such twenty-day period (or such other period as the parties may agree in writing), the parties will then enlist the services of a mutually agreed upon industry representative to facilitate settlement negotiations for an additional twenty (20) day period in an attempt to resolve the controversy. If a favorable resolution is not attained within the additional twenty (20) day period, the controversy, claim or dispute shall be submitted to arbitration. One arbiter shall be chosen binding arbitration administered by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American in accordance with its Commercial Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case Rules (“AAA Rules”) and subject to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., and binding judgment on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters any award thereby rendered may be entered in any court having jurisdiction thereof. (a) Any such arbitration shall proceed as promptly and as expeditiously as possible (and the parties shall cooperate to this end) before three arbitrators, consisting of one arbitrator appointed by the claimant, one arbitrator appointed by the respondent, and the third arbitrator appointed by the two party-appointed arbitrators. Arbitration shall be initiated by written notice of intention to arbitrate made pursuant the AAA Rules. The claimant shall identify its appointed arbitrator in the notice of intention to arbitrate, and the respondent shall identify its appointed arbitrator within ten (10) days of its receipt of the notice of intention to arbitrate. The two party-appointed arbitrators shall agree upon and appoint the third arbitrator within the ten (10) day period following the appointment of the second party-appointed arbitrator. If either the claimant or the respondent fail to appoint an arbitrator pursuant to the foregoing, or if the two party-appointed arbitrators fail to agree upon and appoint the third arbitrator within the above-referenced ten (10) day period, then such arbitrator or arbitrators shall be appointed by the AAA pursuant to the AAA Rules. The arbitrators chosen or appointed shall have expertise and/or experience in the oil and gas industry. (b) Nothing in this Section shall be deemed to preclude any party from applying to any court of competent jurisdictionjurisdiction at any time prior to the formation of the arbitration panel (including before or during the 20-day negotiation period referenced in the first sentence of this Section) for injunctive, provisional or other emergency relief pertaining to the subject matter of a controversy, claim or dispute that is arbitrable hereunder, or applying for such relief in aid of arbitration after formation of the arbitration panel, where (i) the arbitration award to which the party may be entitled may be rendered ineffectual without such relief, (ii) the party seeking such relief is not in breach of this Section, and (iii) the relief sought will not materially delay or frustrate the arbitration. The arbiters may award grant or denial of any court-ordered relief pursuant to this paragraph shall not constitute or be deemed to be a ruling on the merits of the matter to be arbitrated, nor shall any application for such relief be deemed to be a waiver of any right to arbitration hereunder. (c) The parties hereby agree that the costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved ’ fees, incurred in the same dispute, all such Subscribing Reinsurers shall, at the option connection with any arbitration or court proceeding hereunder shall be awarded in favor of the Company, constitute prevailing party and act against the losing party as one party for purposes of this Article and communications shall be made determined by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses arbitration panel or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one partycourt, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiescase may be. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent (a) Any controversy between the parties to the Trust Fund Grant Agreement and any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but claim by either such party against the other arising under the Trust Fund Grant Agreement which has not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out been settled by agreement of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article parties shall be submitted to arbitration. One arbiter arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be chosen the Administrator and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the CompanyAdministrator; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the Reinsurer, and an umpire shall be chosen by notice instituting the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do soarbitration proceeding, the requesting party may choose two arbiters who parties shall in turn choose not have agreed upon an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do soUmpire, either party may request a justice the appointment of a Court an Umpire as provided in paragraph (c) of general jurisdiction this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the state in which the arbitration is to Arbitral Tribunal shall be held to appoint the umpireby majority vote. B. Each party (h) The Arbitral Tribunal shall present its case afford to the arbiters within 30 days following the date of appointment parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the umpireArbitral Tribunal shall constitute the award of such Tribunal. The decision A signed counterpart of the arbiters award shall be final and binding on both parties; but failing transmitted to agree, they shall call each party. Any such award rendered in accordance with the umpire and the decision provisions of the majority this Section shall be final and binding upon both partiesthe parties to the Trust Fund Grant Agreement. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear abide by and comply with any such award rendered by the expense Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own arbiter, and shall jointly and equally bear with expenses in the other the expense arbitration proceedings. The costs of the umpire Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense costs of the arbiters, Arbitral Tribunal or the umpire and the arbitration procedure for payment of such costs shall be equally divided between determined by the two partiesArbitral Tribunal. E. Any (j) The provisions for arbitration proceedings set forth in this Section shall take place at a location mutually agreed upon by be in lieu of any other procedure for the settlement of controversies between the parties to this Contractthe Trust Fund Grant Agreement or of any claims by either party against the other party arising thereunder. (k) The Administrator shall not be entitled to enter judgment against the Recipient upon the award, but notwithstanding to enforce the location award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the arbitrationaward, all proceedings pursuant hereto except as such procedure may be available against the Recipient otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be governed complied with by the law Administrator, the Recipient may take any such action for the enforcement of the not including its choice award against the Administrator. (l) Service of law provisos, except that any notice or process in connection with any proceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the internal laws manner provided in Section 10.01 of the shall apply these General Conditions. The parties to the regulation Trust Grant Agreement waive any and all other requirements for the service of the Companyany such notice or process.

Arbitration. A. As 9.2.1 Any and all unresolved Disputes, except as set forth in Section 9.3 or Section 9.4, shall be exclusively and finally resolved by binding arbitration. 9.2.2 Any arbitration concerning a condition precedent Dispute shall be conducted in New York, New York, United States of America, unless otherwise agreed to by the Parties in writing. Each and any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validityarbitration shall be administered by the American Arbitration Association (the “AAA”), and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out shall be conducted in accordance with the Commercial Arbitration Rules of the interpretationAAA (the “Rules”), performance or breach as such Rules may be amended from time to time. 9.2.3 Within ten (10) days after receipt of this Contract or any other agreements referenced herein including those referenced an arbitration notice from a Party, the Parties shall attempt in paragraph A of good faith to agree on a single neutral arbitrator with relevant industry experience to conduct the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter If the Parties do not agree on a single neutral arbitrator within ten (10) days after receipt of an arbitration notice, each Party shall be chosen by the Company, the other by the Reinsurer, select one (1) arbitrator and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all (2) Party-selected arbitrators shall select a third arbitrator with relevant industry experience to constitute a panel of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed three (3) arbitrators to conduct the arbitration in accordance with the United States insurance or reinsurance industry for at least 10 yearsRules. In the event that either party should fail only one of the Parties selects an arbitrator, then such arbitrator shall be entitled to choose act as the sole arbitrator to resolve the Dispute or any all unresolved issues subject to the arbitration. Each and every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an arbiter opinion within 30 twenty (20) days following after the final hearing before the panel. 9.2.4 The decision or award of the arbitrator(s) shall be final, binding, and incontestable and may be used as a written request by basis for judgment thereon in any jurisdiction. To the other party to do sofull extent permissible under Applicable Law, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If Parties hereby expressly agree to waive the two arbiters fail right to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and appeal from the decision of the majority arbitrator(s), there shall be final and binding upon both parties. Judgment upon no appeal to any court or other authority (government or private) from the final decision of the arbiters may be entered arbitrator(s), and the Parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in any court jurisdiction where enforcement action is taken by the Party in whose favor the decision or award is rendered, except in the case of competent jurisdictionfraud. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers arbitrator(s) shall, at upon the option request of any Party, issue a written opinion of the Company, constitute findings of fact and act as one party for purposes conclusions of this Article law and communications shall be made by the Company deliver a copy to each of the Subscribing Reinsurers constituting one partyParties. Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator(s) and the arbitration proceedings; provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers arbitrator(s) may exercise discretion to assert severalaward costs, rather than jointincluding attorney’s fees, defenses or claims, nor to the prevailing Party. Without limiting any other remedies that may be construed as changing the liability of the Subscribing Reinsurers participating available under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above providedapplicable law, the expense arbitrator(s) shall have no authority to award provisional remedies of the arbitersany nature whatsoever, the umpire and the arbitration shall be equally divided between the two partiesor punitive, special, consequential, or any other similar form of damages. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderExcept as otherwise expressly provided elsewhere in this Agreement, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party any dispute should fail arise between the parties as to choose an arbiter within 30 days following a written request the meaning, effect, performance, enforcement, or other issue in connection with this Agreement, which dispute cannot be resolved by the other party to do soparties, the requesting party may choose two arbiters who dispute shall be decided by final and binding arbitration of a panel of three arbitrators. Proceedings in turn choose an umpire before entering upon arbitration. If arbitration and its conduct shall be governed by the two arbiters fail to agree upon the selection rules of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association (“AAA”) applicable to commercial arbitrations (the “Rules”) except as modified by this Section. The Employee shall appoint one arbitrator, the Company shall appoint one arbitrator, and the third shall be appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the panel. The parties shall appoint their arbitrators within thirty (30) days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the umpirethird arbitrator. If the American Arbitration Association fails to appoint the umpire The arbitrators shall render their decision in writing within 30 thirty (30) days after it has been requested to do so, either party may request a justice the close of a Court of general jurisdiction evidence or other termination of the state in which proceedings by the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agreepanel, they shall call in the umpire and the decision of a majority of the majority arbitrators shall be final and binding upon both the parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the Florida Arbitration Code or any applicable successor legislation. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved Any hearings in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications arbitration shall be made by held in the Company Palm Beach County, Florida unless the parties shall agree upon a different venue, and shall be private and not open to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. public. Each party shall bear the expense fees and expenses of its own arbiterarbitrator, counsel, and shall jointly witnesses, and equally bear with the other the expense fees and expenses of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration third arbitrator shall be shared equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location parties. The costs of the arbitration, all proceedings pursuant hereto including the fees of AAA, shall be governed by borne as directed in the law decision of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companypanel.

Arbitration. A. As a condition precedent to any right of action hereunder17.8.1 Any grievance which has not been satisfactorily adjusted under the Grievance Procedure and which involves the discharge, any irreconcilable dispute or difference of opiniondiscipline, including formation and validitynon-reappointment, and also includingevaluation, but not limited tonon-promotion, any allegation of fraudretrenchment, intentional misrepresentation, unintentional misrepresentationacademic freedom, or appropriate financial compensation (meaning any other issue whatsoever, arising out delay or discontinuance of salary or fringe compensation due any bargaining unit member pursuant to this Agreement) of a member of the interpretationbargaining unit, performance or breach of the perquisites of the Federation, may be submitted by either party for settlement under the Arbitration provision of this Contract or any other agreements referenced herein including those referenced in paragraph A Article within fifteen (15) business days of the Miscellaneous Provisions decision by the ▇▇▇▇▇▇▇ or the President if the Federation appealed the ▇▇▇▇▇▇▇’▇ decision to the President. 17.8.2 An appropriate grievance as specified in Section 17.8.1 of this Article may be brought to arbitration by either party provided written notice is served on the University within fifteen (15) business days after the conclusion of the final step of the Grievance Procedure. 17.8.3 The procedure for arbitration shall be submitted as follows: 17.8.3.1 Upon receipt of a timely notice pursuant to arbitration. One arbiter shall be chosen by the CompanySection 17.8.2 above, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail parties will endeavor to agree upon an impartial arbitrator. If no agreement upon an arbitrator is reached with seven (7) business days, then the selection grieving party may submit its demand for arbitration and request lists from the American Arbitration Association. 17.8.3.2 Selection of an umpire within 30 days following their appointmentarbitrator, setting the two arbiters shall request date and place of the hearing, and evidentiary and post-hearing procedures will be conducted in accordance with the labor arbitration rules of the American Arbitration Association to appoint the umpirethen in effect. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of preparing and presenting its own arbitercase, and shall jointly and equally bear with the other the expense including expenses of its own representatives. The compensation of the umpire arbitrator and any other expenses of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration American Arbitration Association shall be borne equally divided between by the two parties. E. Any arbitration proceedings 17.8.3.3 If either party contends that the grievance does not raise an arbitrable issue, the arbitrator shall take place at a location mutually agreed upon first hear and determine separately whether an arbitrable issue has been presented. If the arbitrator decides the issue(s) are arbitrable, s/he shall so state his/her reasons in writing and thereafter shall have the authority to determine the merits of the grievance consistent herewith. 17.8.3.4 The arbitrator shall have no power to add to, subtract from, modify or disregard any of the provisions of this Agreement nor shall his/her decision establish any new wage rate, job classification, job differential or any other term or condition of employment. The arbitrator’s decision shall be consistent with the specific terms of this Agreement and may include an appropriate compensatory award as required by the parties to this Contract, but notwithstanding Agreement which shall in no case predate the location date of the arbitrationgrievance. The arbitrator’s decision which shall contain a full written statement of the grounds upon which the issue(s) are decided, all proceedings pursuant hereto shall be governed by the law final and binding as long as rendered in accordance herewith and shall be issued within thirty (30) calendar days of the not including its choice of law provisos, except that the internal laws close of the shall apply to the regulation of the Companyhearing.

Arbitration. A. As a condition precedent to All disputes between the parties or any right claims concerning the performance, breach, construction or interpretation of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthis Agreement, or in any other issue whatsoever, manner arising out of the interpretationthis Agreement, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter binding arbitration in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be chosen carried out in the manner set forth below: (i) Within fifteen days after written notice by one party to the Companyother party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other by party shall appoint its designated arbitrator and so notify the Reinsurerdemanding party. Within fifteen days thereafter, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom arbitrators so appointed shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in appoint the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitrationthird arbitrator. If the two arbiters fail to appointed arbitrators cannot agree upon on the selection of third arbitrator, then the AAA shall appoint an umpire independent arbitrator as the third arbitrator. The dispute shall be heard by the arbitrators within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 90 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator. The decision of any two or all three of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitrators shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute its successors and act as one party for purposes of this Article assigns, and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one partyupon Executive, providedhis heirs, howeverpersonal representatives, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointand legal representatives. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any (ii) The arbitration proceedings shall take place at a location mutually agreed in Des Moines, Iowa, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the parties to this Contractarbitrators may be entered into any court having competent jurisdiction without any right of appeal. (iii) Each party shall pay its or his own expenses of arbitration, but notwithstanding and the location expenses of the arbitrationarbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all proceedings pursuant hereto shall be governed by the law or any part of the not including its choice of law provisos, except that the internal laws arbitration expenses of the shall apply to the regulation other party (including reasonable attorneys’ fees) and of the Companyarbitrators and the arbitration proceeding.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, controversy arising out of or in ----------- connection with this Agreement as to the interpretationexistence, performance construction, validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation, breach, continuance or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article termination thereof shall be submitted to arbitration. One arbiter arbitration pursuant to the following procedure: (i) Either party may demand such arbitration in writing after the controversy arises, which demand shall be chosen include the name of the arbitrator appointed by the Companyparty demanding arbitration, together with a statement of the matter in controversy. (ii) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the ReinsurerArbitration Committee of the American Arbitration Association, and an umpire the two arbitrators so selected shall be chosen name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbiters before they enter upon arbitrationarbitrators so appointed, all of whom a third arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request appointed by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection Arbitration Committee of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association Association. (iii) Subject to appoint the umpire. If provisions of paragraph 5 (ii) hereof, each party shall bear the American Arbitration Association fails cost of the arbitrator appointed by it or on its behalf and its own legal fees, and the remaining costs of the arbitration shall be borne equally by each party. (iv) The arbitration hearing shall be held at a site in Port ▇▇▇▇▇▇, Texas, to appoint be agreed to by a majority of the umpire arbitrators on 10 days' written notice to the parties. (v) The arbitration hearing shall be concluded within 30 10 days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within 10 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction the close of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date submission of appointment evidence. An award rendered by a majority of the umpire. The decision of the arbiters arbitrators appointed pursuant to this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters judgment on such award may be entered by either party in any court the highest court, state of competent federal, having jurisdiction. The arbiters may award costs parties stipulate that the provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising during the period of this Agreement and expenseswhich is arbitrable as herein set forth. The arbitration provisions hereof shall, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same with respect to such controversy or dispute, all such Subscribing Reinsurers shall, at survive the option of the Company, constitute and act as one party for purposes termination of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointAgreement. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or Notwithstanding any other issue whatsoeverprovision of this Agreement to the contrary, if any controversy, claim or dispute arising out of or relating to this Agreement or the interpretationbreach or performance thereof occurs, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A the parties shall meet and exert reasonable efforts to reach an amicable settlement for a period not to exceed twenty (20) days from the date written notice of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen controversy, claim or dispute is served by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either complaining party should fail to choose an arbiter within 30 days following a written request by the other party under this Agreement. If for any reason such settlement fails to do sooccur within such twenty-day period (or such other period as the parties may agree in writing), the requesting party may choose two arbiters who controversy, claim or dispute shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request be finally and conclusively resolved by binding arbitration administered by the American Arbitration Association to appoint the umpire. If the American in accordance with its Commercial Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case Rules (“AAA Rules”) and subject to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., and binding judgment on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters any award thereby rendered may be entered in any court having jurisdiction thereof. (a) Any such arbitration shall proceed as promptly and as expeditiously as possible (and the parties shall cooperate to this end) before three arbitrators, consisting of one arbitrator appointed by the claimant, one arbitrator appointed by the respondent, and the third arbitrator appointed by the two party-appointed arbitrators. Arbitration shall be initiated by written notice of intention to arbitrate made pursuant the AAA Rules. The claimant shall identify its appointed arbitrator in the notice of intention to arbitrate, and the respondent shall identify its appointed arbitrator within ten (10) days of its receipt of the notice of intention to arbitrate. The two party-appointed arbitrators shall agree upon and appoint the third arbitrator within the ten (10) day period following the appointment of the second party-appointed arbitrator. If either the claimant or the respondent fail to appoint an arbitrator pursuant to the foregoing, or if the two party-appointed arbitrators fail to agree upon and appoint the third arbitrator within the above-referenced ten (10) day period, then such arbitrator or arbitrators shall be appointed by the AAA pursuant to the AAA Rules. The arbitrators chosen or appointed shall have expertise and/or experience in the oil and gas industry. (b) Nothing in this Section shall be deemed to preclude any party from applying to any court of competent jurisdictionjurisdiction at any time prior to the formation of the arbitration panel (including before or during the twenty (20) day negotiation period referenced in the first sentence of this Section) for injunctive, provisional or other emergency relief pertaining to the subject matter of a controversy, claim or dispute that is arbitrable hereunder, or applying for such relief in aid of arbitration after formation of the arbitration panel, where (i) the arbitration award to which the party may be entitled may be rendered ineffectual without such relief, (ii) the party seeking such relief is not in breach of this Section, and (iii) the relief sought will not materially delay or frustrate the arbitration. The arbiters may award grant or denial of any court-ordered relief pursuant to this paragraph shall not constitute or be deemed to be a ruling on the merits of the matter to be arbitrated, nor shall any application for such relief be deemed to be a waiver of any right to arbitration hereunder. (c) The parties hereby agree that the costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved ’ fees, incurred in the same dispute, all such Subscribing Reinsurers shall, at the option connection with any arbitration or court proceeding hereunder shall be awarded in favor of the Company, constitute prevailing party and act against the losing party as one party for purposes of this Article and communications shall be made determined by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses arbitration panel or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one partycourt, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiescase may be. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder(a) Except as otherwise expressly provided herein, any irreconcilable dispute dispute, controversy or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, claim arising out of or in connection with this Agreement, or the interpretation, performance breach, termination or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article validity thereof (“Dispute”) shall be submitted to arbitration. One arbiter shall be chosen finally resolved by arbitration in accordance with the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all Commercial Arbitration Rules of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (“AAA”) then in effect (the umpire“Rules”), except as modified herein and such arbitration shall be administered by the AAA. The place of arbitration shall be New York, New York. (b) There shall be one arbitrator who shall be agreed upon by the parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If any arbitrator is not appointed within the American Arbitration Association fails time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate and limited partnership matters and an experienced arbitrator. In rendering an award, the arbitrator shall be required to appoint follow the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction laws of the state in which the arbitration is to be held to appoint the umpireof Delaware. B. Each party (c) The award shall present its case to be in writing and shall briefly state the arbiters within 30 days following the date findings of appointment fact and conclusions of the umpirelaw on which it is based. The decision of the arbiters arbitrator shall not be final and binding on both parties; but failing permitted to agreeaward punitive, they shall call in the umpire and the decision of the majority multiple or other non-compensatory damages. The award shall be final and binding upon both partiesthe parties and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Judgment upon the final decision of the arbiters award may be entered in any court having jurisdiction over any party or any of competent jurisdictionits assets. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the party resisting such enforcement. (d) All Disputes shall be resolved in a confidential manner. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved arbitrator shall agree to hold any information received during the arbitration in the same disputestrictest of confidence and shall not disclose to any non-party the existence, all such Subscribing Reinsurers shall, at the option contents or results of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of arbitration or any other information about such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and The parties to the arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may be equally divided between required by law, regulatory or governmental authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award. Before making any disclosure permitted by the two partiespreceding sentence (other than private disclosure to financial regulatory authorities), the party intending to make such disclosure shall use reasonable efforts to give the other party reasonable written notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. E. Any arbitration proceedings shall take place at a location mutually agreed upon by (e) Barring extraordinary circumstances (as determined in the parties to this Contract, but notwithstanding the location sole discretion of the arbitrationarbitrator), all proceedings pursuant hereto discovery shall be governed by limited to pre-hearing disclosure of documents that each side will present in support of its case, and non-privileged documents essential to a matter of import in the law of the not including its choice of law provisosproceeding for which a party has demonstrated a substantial need. The parties agree that they will produce to each other all such requested non-privileged documents, except that documents objected to and with respect to which a ruling has been or shall be sought from the internal laws of the shall apply to the regulation of the Companyarbitrator. There will be no depositions. (f) Any claim brought by a Partner must be brought in such Partner’s individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any other agreements referenced herein including those referenced allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the Miscellaneous Provisions Article SPECIAL TERMINATION ARTICLE. C. One arbitrator shall be submitted to arbitrationappointed by each party. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that If either party should fail fails to choose an arbiter appoint its arbitrator within 30 days following a written request after being requested to do so by the other party party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the requesting party may choose second arbitrator. D. The two arbiters arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall in turn choose an umpire before entering upon arbitrationpreside at the hearing. If the two arbiters fail 2 arbitrators are unable to agree upon the selection of an umpire third arbitrator within 30 days following of their appointment, the two arbiters Company shall request petition the American Arbitration Association to appoint the umpirethird arbitrator. If the American Arbitration Association fails to appoint the umpire third arbitrator within 30 days after it has been of being requested to do so, either party may request a justice of a Court of general jurisdiction district court judge of the state federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (3 named by each arbitrator previously appointed). All arbitrators shall be held to appoint the umpiredisinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London. B. Each party shall present its case to the arbiters within E. Within 30 days following the date after notice of appointment of all arbitrators, the umpirepanel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in DeRidder, Louisiana but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The decision of the arbiters any 2 arbitrators when rendered in writing shall be final and binding on both parties; but failing binding. The panel is empowered to agree, they grant interim relief as it may deem appropriate. F. The panel shall call in make its decision considering the umpire custom and the decision practice of the majority shall be final applicable insurance and binding upon both partiesreinsurance business as promptly as possible following the termination of the hearings. Judgment upon the final decision of the arbiters award may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenseshaving jurisdiction thereof. C. G. If more than one Subscribing Reinsurer subscribing reinsurer is involved in the same disputearbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such Subscribing Reinsurers shall, at the option of the Company, subscribing reinsurers shall constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers subscribing reinsurers constituting the one party, ; provided, however, that nothing herein therein shall impair the rights of such Subscribing Reinsurers subscribing reinsurers to assert several, rather than joint, joint defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating subscribing reinsurers under the terms of this Contract from several to joint. D. H. Each party shall bear the expense of its own arbiter, arbitrator and shall jointly and equally bear with the other party the expense cost of the umpire and third arbitrator. The remaining costs of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon allocated by the parties panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to this Contractattorneys fees, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companyextent permitted by law.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (v) Except as set forth in Section 19(b) and (c), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (2) Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties' arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire"AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (4) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (5) Except as set forth in Section 7(d)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail the Dispute is not resolved in an amicable manner as set forth in Section 8.5(a) or through mediation pursuant to choose an arbiter Section 8.5(b), the latter within 30 days following a written request by of the other submission of the Dispute to mediation, either party involved in the Dispute may submit the dispute to do sobinding arbitration pursuant to this Section 8.5(c). All Disputes submitted to arbitration pursuant to this Section 8.5(c) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless either party involved elects to utilize an independent referee (“Referee”) mutually acceptable to the requesting party may choose two arbiters who shall parties, in turn choose an umpire before entering upon arbitration. If the two arbiters fail which event all references herein to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either party making a written request to appoint the umpire. If American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association fails in Orlando, Florida. The arbitration shall be by a single qualified arbitrator (“Arbitrator”) experienced in the matters at issue, such Arbitrator to appoint be mutually agreed upon by FIS and LPS. If the umpire parties fail to agree on an Arbitrator within 30 days after it has been requested notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any party to do sothe dispute or difference, either party may request appoint the Arbitrator. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a justice of a Court of general jurisdiction location to be specified by the Arbitrator (or any place agreed to by the parties and the Arbitrator). Any order or determination of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitral tribunal shall be final and binding upon both parties. Judgment upon the final decision of parties to the arbiters arbitration as to matters submitted and may be entered enforced by any party to the Dispute in any court having jurisdiction over the subject matter or over any of competent jurisdictionthe parties. The arbiters may award parties agree that the length of time to be provided in any arbitration action to conduct discovery shall be limited to 90 days, the length of time to conduct the arbitration hearing shall be limited to ten days (with each party having equal time) and that the Arbitrator shall be required to render his or her decision within 30 days of the completion of the arbitration hearing. All costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in expenses incurred by the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications Arbitrator shall be made shared equally by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. parties. Each party shall bear the expense of its own arbitercosts and expenses in connection with any such arbitration proceeding. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, and shall jointly and equally bear with waiver or estoppel to affect adversely the other the expense rights of the umpire and of the arbitration. In the event that the two arbiters are chosen by one either party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As (a) All disputes under this Agreement shall be settled by arbitration in Boca Raton, Florida, before a condition precedent single arbitrator pursuant to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out the rules of the interpretation, performance or breach of this Contract or American Arbitration Association. Arbitration may be commenced at any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted time by any party hereto giving written notice to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the each other party to a dispute that such dispute has been referred to arbitration under this Section. The arbitrator shall be selected by the joint agreement of Bank and Officer, but if they do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to not so agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 20 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a written opinion of the umpirearbitrator giving the reasons for the award. The This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbiters arbitrator in accordance herewith shall be final and binding on both parties; but failing to agree, they and there shall call in the umpire be no right of appeal therefrom. Each party shall pay its own expenses of arbitration and the decision expenses of the majority arbitrator shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, equally shared; provided, however, that nothing herein shall impair if in the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability opinion of the Subscribing Reinsurers participating under arbitrator any claim for indemnification or any defense or objection thereto was unreasonable, the terms arbitrator may assess, as part of this Contract from several to joint. D. Each party shall bear his award, all or any part of the expense arbitration expenses of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire party (including reasonable attorneys' fees) and of the arbitration. In arbitrator against the event that the two arbiters are chosen by one partyparty raising such unreasonable claim, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesdefense or objection. E. Any (b) To the extent that arbitration proceedings shall take place at a location mutually agreed upon by may not be legally permitted hereunder and the parties to this Contract, but notwithstanding any dispute hereunder may not at the location time of the such dispute mutually agree to submit such dispute to arbitration, all proceedings pursuant hereto any party may commence a civil action in a court of appropriate jurisdiction to solve disputes hereunder. Nothing contained in this Section shall be governed prevent the parties from settling any dispute by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companymutual agreement at any time.

Arbitration. A. As a condition precedent (a) Any controversy between the parties to the Development Grant Agreement and any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but claim by either such party against the other arising under the Development Grant Agreement which has not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out been settled by agreement of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article parties shall be submitted to arbitration. One arbiter arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be chosen the Association and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the CompanyAssociation; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the Reinsurer, and an umpire shall be chosen by notice instituting the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do soarbitration proceeding, the requesting party may choose two arbiters who parties shall in turn choose not have agreed upon an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do soUmpire, either party may request a justice the appointment of a Court an Umpire as provided in paragraph (c) of general jurisdiction this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the state in which the arbitration is to Arbitral Tribunal shall be held to appoint the umpireby majority vote. B. Each party (h) The Arbitral Tribunal shall present its case afford to the arbiters within 30 days following the date of appointment parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the umpireArbitral Tribunal shall constitute the award of such Tribunal. The decision A signed counterpart of the arbiters award shall be final and binding on both parties; but failing transmitted to agree, they shall call each party. Any such award rendered in accordance with the umpire and the decision provisions of the majority this Section shall be final and binding upon both partiesthe parties to the Development Grant Agreement. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear abide by and comply with any such award rendered by the expense Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own arbiter, and shall jointly and equally bear with expenses in the other the expense arbitration proceedings. The costs of the umpire Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense costs of the arbiters, Arbitral Tribunal or the umpire and the arbitration procedure for payment of such costs shall be equally divided between determined by the two partiesArbitral Tribunal. E. Any (j) The provisions for arbitration proceedings set forth in this Section shall take place at a location mutually agreed upon by be in lieu of any other procedure for the settlement of controversies between the parties to this Contractthe Development Grant Agreement or of any claims by either party against the other party arising thereunder. (k) The Association shall not be entitled to enter judgment against the Recipient upon the award, but notwithstanding to enforce the location award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the arbitrationaward, all proceedings pursuant hereto except as such procedure may be available against the Recipient otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be governed complied with by the law Association, the Recipient may take any such action for the enforcement of the not including its choice award against the Association. (l) Service of law provisos, except that any notice or process in connection with any proceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the internal laws of the shall apply manner provided in Section 10.01. The parties to the regulation Development Grant Agreement waive any and all other requirements for the service of the Companyany such notice or process.

Arbitration. A. As a condition precedent All disputes and controversies of every kind and nature between any parties to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, this Agreement arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerparty making the arbitration demand, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 18 for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (v) Except as set forth in Section 18(b) and (c), the parties stipulate that the provisions of this Section 18 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters may award costs and expensesarbitration provisions hereof shall, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same with respect to such controversy or dispute, all such Subscribing Reinsurers shall, at survive the option of the Company, constitute and act as one party for purposes termination or expiration of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointAgreement. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, controversy arising out of or in connection with this Agreement as to whether the interpretationExecutive (or his spouse) is entitled to a retirement (or survivor's) benefit, performance the amount thereof or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article matter shall be submitted to arbitration. One arbiter arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall be chosen include the name of the arbitrator appointed by the Companyparty demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the ReinsurerArbitration Committee of the American Arbitration Association, and an umpire the two arbitrators so selected shall be chosen name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbiters before they enter upon arbitration, all of whom arbitrators so appointed a third arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request appointed by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection Arbitration Committee of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association Association. (c) The Company shall bear all arbitration costs and expenses, including without limitation any legal fees and expenses incurred by the Executive(or his spouse) in connection with such arbitration procedure. (d) The arbitration hearing shall be held at a site in Houston, Texas, to appoint be agreed to by a majority of the umpire. If arbitrators on ten days' written notice to the American Arbitration Association fails to appoint parties. (e) The arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the umpire arbitrators, and the award thereon shall be made within 30 ten days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction the close of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date submission of appointment evidence. An award rendered by a majority of the umpire. The decision of the arbiters arbitrators appointed pursuant to this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters judgment on such award may be entered by either party in any court of competent the highest court, state or federal, having jurisdiction. The arbiters may award costs parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and expenseswhich is arbitrable as herein set forth. The arbitration provisions hereof shall, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same with respect to such controversy or dispute, all such Subscribing Reinsurers shall, at survive the option of the Company, constitute and act as one party for purposes termination of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointAgreement. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderAny dispute, any irreconcilable dispute controversy or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, claim arising out of or relating to this Agreement shall be finally resolved by arbitration in accordance with the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A rules of the Miscellaneous Provisions Article shall be submitted to arbitrationAmerican Arbitration Association then obtaining. One arbiter shall be chosen Unless otherwise agreed in writing by the CompanyParties hereto, the other arbitral panel shall consist of three (3) arbitrators, one to be appointed by each Party and the Reinsurer, and an umpire shall third to be chosen appointed by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in arbitrators appointed by the United States insurance or reinsurance industry for at least 10 yearsParties. In the event that either party should fail a Party fails to choose appoint an arbiter arbitrator within 30 fifteen (15) days following a written request by after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, the other party to do so, the requesting party Party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint an arbitrator for the umpireParty failing to make such appointment. If In the event that the third arbitrator has not been appointed within thirty (30) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, either Party may request the American Arbitration Association fails to appoint such third arbitrator. The arbitration proceedings, all documents submitted therein and the umpire within 30 days after it has been requested award of the arbitral panel shall be in the English language, and all members of the arbitral panel shall be fluent in English. The arbitration proceedings shall be held in New York, New York, the United States of America. The arbitral panel shall apply the rules of procedure applicable to do so, either party may request a justice of a Court of general jurisdiction civil actions in the courts of the state of New York; provided, however, that both Parties shall be entitled to representation by counsel, to appear and present written or oral evidence and argument and to cross-examine witnesses presented by the other Party. The arbitral award shall be in which writing and the arbitration is to be held to appoint the umpire. B. Each party arbitral panel shall present provide written reason for its case to the arbiters within 30 days following the date of appointment award. The award of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitral panel shall be final and binding upon both partiesthe Parties. Judgment upon The Parties waive any rights to appeal or to review such award by any court or tribunal, and such award shall be final and binding. Each Party agrees that any arbitral award or final judgment rendered against it in any action or proceeding relating in any way to this Agreement shall be conclusive and may be enforced, to the extent permitted by applicable law, in any court in the state of New York, by suit on the arbitral award or judgment, a certified copy of which arbitral award or judgment shall be conclusive evidence thereof, or by such other means provided by applicable law. The Parties further agree to undertake to carry out without delay the provisions of any arbitral award or order. A Party may disclose the contents of an award of the arbitral tribunal only to affiliates, Governmental Authorities or other persons as required by applicable law. (a) To the extent any Party has or may acquire any immunity (sovereign or otherwise) from jurisdiction of any arbitral tribunal or court in or in connection with any arbitration under this Agreement or any proceeding, action, lawsuit or process (whether through service or notice, attachment in aid of execution, execution or otherwise) pursuant to, in aid of, arising out of, in confirmation or registration of, or to enforce, an award of an arbitration proceeding under this Agreement, each Party, solely for the purpose of such arbitration proceeding, action, lawsuit or process, hereby irrevocably waives such immunity. The foregoing waiver and consent are intended to be effective to the fullest extent now or hereafter permitted by the applicable law of any jurisdiction where any suit, action or proceeding with respect to an arbitration under this Agreement may be commenced, including the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable and not subject to withdrawal for purposes of such act. Pending the final decision of the arbiters may be entered in arbitrator of a dispute hereunder, Buyer and Seller shall diligently proceed with the performance of any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option portion of the Company, constitute and act as one party for purposes of this Article and communications shall be made Agreement without prejudice to a final adjustment in accordance with the decision rendered by the Company arbitral tribunal with respect to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointdispute. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent Any controversy or claim arising out of or relating to this Agreement or any right related agreement shall be settled by arbitration in accordance with the following provisions: 6.7.1 The agreement of action hereunderthe parties to arbitrate covers all disputes of every kind relating to or arising out of this Agreement or any of the Contemplated Transactions. Disputes include actions for breach of contract with respect to this Agreement, as well as any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, claim based upon tort or any other issue whatsoevercauses of action relating to the Contemplated Transactions, arising out such as claims based upon an allegation of the interpretation, performance fraud or breach of this Contract misrepresentation and claims based upon a federal or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitrationstate statute. One arbiter shall be chosen by the CompanyIn addition, the other by arbitrators selected according to procedures set forth below shall determine the Reinsurerarbitrability of any matter brought to them, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both the parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment judgment upon the final decision of the arbiters award may be entered in any court of competent jurisdictionjurisdiction in the United States. The arbiters may award costs forum for the arbitration shall be Atlanta, Georgia, and expensesthe governing law for the arbitration shall be the law of the State of Georgia, including reasonable attorneys' without reference to its conflicts of laws provisions. There shall be three arbitrators, unless the parties are able to agree on a single arbitrator. In the absence of such agreement within 10 days after the initiation of an arbitration proceeding, Seller shall select one arbitrator and Purchaser shall select one arbitrator, and those two arbitrators shall then select, within 10 days, a third arbitrator. If those two arbitrators are unable to select a third arbitrator within such 10 day period, a third arbitrator shall be appointed by the commercial panel of the American Arbitration Association. The decision in writing of at least two of the three arbitrators shall be final and binding upon the parties. Each party shall bear its own fees and other expensesexpenses with respect to the arbitration and any proceeding related thereto and the parties shall share equally the fees and expenses of the American Arbitration Association and the arbitrators. C. If more than one Subscribing Reinsurer is involved in 6.7.2 The arbitration shall be administered by the same disputeAmerican Arbitration Association. The rules of arbitration shall be the Commercial Arbitration Rules of the American Arbitration Association, all such Subscribing Reinsurers shall, as modified by any other instructions that the parties may agree upon at the option time, except that each party shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the Company, constitute federal courts. If there is any conflict between those rules and act as one party for purposes the provisions of this Article and communications section, the provisions of this section shall prevail. 6.7.3 The arbitrators shall be made bound by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein and shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under strictly enforce the terms of this Contract from several Agreement and may not limit, expand or otherwise modify its terms. The arbitrators shall not have power to joint. D. Each party shall bear the expense award damages in connection with any dispute in excess of its own arbiter, actual compensatory damages and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesnot multiply actual damages or award consequential or punitive damages. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent Except with regard to Section 6, all disputes between the parties or any right claims concerning the performance, breach, construction or interpretation of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthis Agreement, or in any other issue whatsoever, manner arising out of the interpretationthis Agreement, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter binding arbitration in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be chosen carried out in the manner set forth below: a. Within fifteen (15) days after written notice by one party to the Companyother party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other by party shall appoint its designated arbitrator and so notify the Reinsurerdemanding party. Within fifteen (15) days thereafter, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom arbitrators so appointed shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in appoint the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitrationthird arbitrator. If the two arbiters fail to appointed arbitrators cannot agree upon on the selection of third arbitrator, then the AAA shall appoint an umpire independent arbitrator as the third arbitrator. The dispute shall be heard by the arbitrators within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 ninety (90) days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator. The decision of any two (2) or all three (3) of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitrators shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute its successors and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiterassigns, and shall jointly upon Executive, his heirs, personal representatives, and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties.legal representatives E. Any b. The arbitration proceedings shall take place at a location mutually agreed in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the parties to this Contractarbitrators may be entered into any court having competent jurisdiction without any right of appeal. c. Each party shall pay its or his own expenses of arbitration, but notwithstanding and the location expenses of the arbitrationarbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all proceedings pursuant hereto shall be governed by the law or any part of the not including its choice of law provisos, except that the internal laws arbitration expenses of the shall apply to the regulation other party (other than attorneys’ fees, which are addressed in Section 7.5 below) and of the Companyarbitrators and the arbitration proceeding.

Arbitration. A. As In the event the Parties do not agree to or cannot resolve such dispute through mediation as provided in Section 21.1, such dispute shall be settled by arbitration in Norwalk, Connecticut, which arbitration, unless the Parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect (including the applicable procedures referenced below). Either Party may serve upon the other Party a condition precedent written notice demanding that the dispute be resolved pursuant to any right this Article XXI. Within ten (10) days after the giving of action hereunderthe above mentioned notice, any irreconcilable dispute or difference each of opinionthe Parties hereto shall nominate and appoint an arbitrator and shall notify the other Party in writing of the name and address of the arbitrator so chosen. Upon the appointment of the two arbitrators as hereinabove provided, including formation and validitysaid two arbitrators shall forthwith, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out within ten (10) days after the appointment of the interpretationsecond arbitrator, performance or breach and before exchanging views as to the question at issue appoint in writing a third arbitrator and give written notice of this Contract or any other agreements referenced herein including those referenced in paragraph A such appointment to each of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 yearsParties hereto. In the event that either party should the two arbitrators shall fail to choose an arbiter appoint or agree upon such third arbitrator within 30 days following said ten (10) day period, a written request third arbitrator shall be selected by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering Parties themselves if they so agree upon arbitrationa third arbitrator within a further period of ten (10) days. If any arbitrator shall not be appointed or agreed upon within the two arbiters fail to agree upon the selection time herein provided, then either Party on behalf of an umpire within 30 days following their appointment, the two arbiters shall both may request such appointment by the American Arbitration Association to appoint the umpire. If (or a successor or similar organization if the American Arbitration Association fails is no longer in existence). Said arbitrators shall be sworn faithfully and fairly to appoint determine the umpire question at issue. The three arbitrators shall each be duly qualified in the subject matter of the dispute under arbitration and shall afford to the Redeveloper and the Municipal Party the privilege of cross-examination, on the question at issue, and shall, with all possible speed (and, if no time period is specified in the applicable procedures referenced below, within 30 60 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator unless otherwise agreed to by the Parties), make their determination in writing and shall give notice to the Parties hereto of such determination. The decision concurring determination of any two of said three arbitrators shall be binding upon the Parties hereto, or, in case no two of the arbiters arbitrators shall render a concurring determination, then the determination of the third arbitrator appointed shall be final binding upon the Parties hereto. Each Party shall pay the fees of the arbitrator appointed by it, and binding on both parties; but failing the fees of the third arbitrator shall be divided equally between the Parties. In the event that any arbitrator appointed as aforesaid shall thereafter die or become unable or unwilling to agreeact, they his or her successor shall call be appointed in the umpire and same manner provided in this Article XXI for the decision appointment of the majority arbitrator so dying or becoming unable or unwilling to act. Any Mortgagee may appear and participate in said arbitration proceedings. The foregoing agreement to arbitrate shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered specifically enforceable under applicable law in any court of competent jurisdiction. The arbiters may award costs Each of the Redeveloper and expensesthe Municipal Party waive all objections to joinder of the Municipal Party or the Redeveloper as a party to any mediation, including reasonable attorneys' fees arbitration or litigation related to this Project in which the other Party is joined or is otherwise positioned as a party and other expenses. C. If more than one Subscribing Reinsurer in which its conduct or its performance under this Agreement is involved in any way relevant to the subject of a dispute. Each of the Redeveloper and the Municipal Party shall obtain a similar waiver from all their respective design professionals, contractors, construction managers and subcontractors that work on the Project. Notwithstanding anything to the contrary contained in the same dispute, all such Subscribing Reinsurers shall, at the option Construction Industry Arbitration Rules of the CompanyAmerican Arbitration Association, constitute and act as one party for purposes of this Article and communications the (a) Fast Track procedures shall be made by apply in any case in which no Party’s total disclosed claim or counterclaim exceeds $250,000, (b) the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein Regular Track procedures shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses apply in any case in which any Party’s total disclosed claim or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbitercounterclaim exceeds $250,000, and shall jointly and equally bear with (c) the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one partyLarge, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the Complex Construction Case Track procedures shall apply to the regulation of the Companyin any case in which any Party’s total disclosed claim or counterclaim exceeds $1,000,000.

Arbitration. A. As a condition precedent (a) Except for matters that are subject to any right of action hereunderthe dispute resolution procedures set forth in Sections 3.7, 11.2(j) and 12.1(e) and for the matters set forth in Sections 6.6 and 10.2, any irreconcilable dispute or difference Dispute among the Parties shall be resolved through final and binding arbitration. (b) The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of opinionthe American Arbitration Association (the “AAA”) in effect at the time the arbitration of the Dispute is initiated (the “AAA Rules”). (c) The arbitration shall be conducted by 3 arbitrators and conducted in Dallas, including formation Texas. Within 30 days of either Party providing notice to the other Party of a Dispute, each of Buyer and validitySeller shall appoint one arbitrator, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of 2 arbitrators so appointed shall select the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, third and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter presiding arbitrator within 30 days following a written request appointment of the second party-appointed arbitrator. If either Party fails to appoint an arbitrator within the permitted time period or if the Party-appointed arbitrators fail to appoint the presiding arbitrator within the permitted time period, then the missing arbitrator(s) shall be selected by the AAA as appointing authority in accordance with the AAA Rules. Any arbitrator appointed by the Party-appointed arbitrators or the AAA shall be a member of the Large, Complex Commercial Case Panel of the AAA or a member of the Center of Public Resources Panel of Distinguished Neutrals. All arbitrators shall be and remain at all times independent and impartial, and, once appointed, no arbitrator shall have any ex parte communications with any of the Parties concerning the arbitration or the underlying Dispute other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon than communications directly concerning the selection of the presiding arbitrator, when applicable. All arbitrators shall be qualified by education, training, or experience to resolve the Dispute. No arbitrator shall have been an umpire employee or consultant to any Party or any of its Affiliates within 30 days following their appointmentthe 5 year period preceding the arbitration, or have any financial interest in the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction Dispute. (d) All decisions of the state in which the arbitration is to arbitral tribunal shall be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment made by majority vote. The award of the umpire. The decision of the arbiters arbitral tribunal shall be final and binding on both parties; but failing binding, subject only to agree, they shall call in grounds and procedures for vacating or modifying the umpire and award under the decision of the majority shall be final and binding upon both partiesFederal Arbitration Act. Judgment upon on the final decision of the arbiters award may be entered in and enforced by any court of competent jurisdictionjurisdiction hereunder. (e) Notwithstanding the agreement to arbitrate Disputes in this Section 15.16, any Party may apply to a court for interim measures pending appointment of the arbitration tribunal, including injunction, attachment, and conservation orders. The arbiters Parties agree that seeking and obtaining such court-ordered interim measures shall not waive the right to arbitration. Additionally, the arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments, and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone or video conference, or by other means that permit the Parties to present evidence and arguments. The arbitrators may require any Party to provide appropriate security in connection with such measures. (f) The arbitral tribunal is authorized to award costs costs, attorneys’ fees, and expenses, including reasonable attorneys' expert witness fees and to allocate them among the Parties. The award may include interest, at a rate equal to the one month London Inter-Bank Offer Rate (as published in the Wall Street Journal) plus an additional 2.5 percentage points (or, if such rate is contrary to any applicable usury Law, the maximum rate permitted by such applicable Law), from the date of any default, breach, or other expensesaccrual of a claim until the arbitral award is paid in full. The arbitrators may not award indirect, consequential, special or punitive damages. Unless otherwise directed by the arbitral tribunal, each Party shall pay its own expenses in connection with the arbitration. C. If more than one Subscribing Reinsurer is involved in (g) All negotiations, mediation, arbitration, and expert determinations relating to a Dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a mediation or arbitration proceeding, and memorials, briefs or other documents prepared for the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute arbitration) are confidential and act as one party for purposes of this Article and communications shall may not be made disclosed by the Company to Parties, their respective Affiliates and each of their respective employees, officers, directors, counsel, consultants, and expert witnesses, except to the Subscribing Reinsurers constituting one partyextent necessary to enforce any settlement agreement, arbitration award, or expert determination, to enforce other rights of a Party, as required by law or regulation, or for a bona fide business purpose, such as disclosure to accountants, shareholders, or third-party purchasers; provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms breach of this Contract from several to jointconfidentiality provision shall not void any settlement, expert determination, or award. D. Each party shall bear (h) Any papers, notices, or process necessary or proper for an arbitration hereunder, or any court action in connection with an arbitration or an award, may be served on a Party in the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesmanner set forth in Section 15.8. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. (a) If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration Dispute is to be held to appoint the umpire. B. Each party shall present its case to the arbiters not resolved within 30 days following the date on which a notice for consultation is given or upon the notice of appointment any party to the Dispute notifying that such consultation has failed, the Dispute shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the UNCITRAL Arbitration Rules (the “Rules”) as are in force at the time of any such arbitration and as may be amended by the rest of this Section 9.09. For the purpose of such arbitration, there shall be three arbitrators to form an arbitration board (“Arbitration Board”). One arbitrator shall be appointed by Purchaser and one shall be appointed by Seller. All selections shall be made within 30 days after the selecting party gives or receives the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the umpireHong Kong International Arbitration Centre shall select the third arbitrator. If any arbitrator to be appointed by a party has not been appointed and consented to participate within 30 days after the selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Hong Kong International Arbitration Centre. (b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre. All arbitration proceedings shall be conducted in English. The decision arbitrators shall decide any such Dispute or claim strictly in accordance with the governing law specified in Section 9.07. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the arbiters award and an order of enforcement, as the case may be. (c) The Parties shall facilitate the arbitration by (i) cooperating in good faith to expedite (to the maximum extent practicable) the conduct of the arbitration, (ii) making available to one another and to the Arbitration Board for inspection and extraction all documents, books, records, and personnel under their control or under the control of a Person controlling or controlled by such Party if determined by the Arbitration Board to be relevant to the Dispute, (iii) conducting arbitration hearings to the greatest extent possible on successive business days and (iv) using their best efforts to observe the time periods established by the Rules or by the Arbitration Board for the submission of evidence and briefs. (d) The costs and expenses of the arbitration, including the fees of the arbitration, including the fees of the Arbitration Board, shall be borne by the losing party to the Dispute or claim, and each Party shall pay its own fees, disbursements and other charges of its counsel; provided that the Arbitration Board shall have the right to allocate the costs and expenses between each Party as the Arbitration Board deems equitable. (e) Any award made by the Arbitration Board shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision each of the majority Parties that were parties to the Dispute. The Parties expressly agree to waive the applicability of any Laws that would otherwise give the right to appeal the decisions of the Arbitration Board so that there shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in no appeal to any court of competent jurisdiction. The arbiters may Law for the award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the CompanyArbitration Board, constitute and act as one a party for purposes of this Article and communications shall be made not challenge or resist the enforcement action taken by the Company to each any other party in whose favor an award of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointArbitration Board was given. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, controversy arising out of or in connection with this Agreement as to whether the interpretationExecutive (or his spouse) is entitled to a retirement (or survivor's) benefit, performance the amount thereof or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article matter shall be submitted to arbitration. One arbiter arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall be chosen include the name of the arbitrator appointed by the Companyparty demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the ReinsurerArbitration Committee of the American Arbitration Association, and an umpire the two arbitrators so selected shall be chosen name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbiters before they enter upon arbitration, all of whom arbitrators so appointed a third arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request appointed by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection Arbitration Committee of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association Association. (c) The Company shall bear all arbitration costs and expenses, including without limitation any legal fees and expenses incurred by the Executive (or his spouse) in connection with such arbitration procedure. (d) The arbitration hearing shall be held at a site in Houston, Texas, to appoint be agreed to by a majority of the umpire. If arbitrators on ten days' written notice to the American Arbitration Association fails to appoint parties. (e) The arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the umpire arbitrators, and the award thereon shall be made within 30 ten days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction the close of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date submission of appointment evidence. An award rendered by a majority of the umpire. The decision of the arbiters arbitrators appointed pursuant to this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters judgment on such award may be entered by either party in any court of competent the highest court, state or federal, having jurisdiction. The arbiters may award costs parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court or before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and expenseswhich is arbitrable as herein set forth. The arbitration provisions hereof shall, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same with respect to such controversy or dispute, all such Subscribing Reinsurers shall, at survive the option of the Company, constitute and act as one party for purposes termination of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointAgreement. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent (a) Any controversy between the parties to the Trust Fund Grant Agreement and any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but claim by either such party against the other arising under the Trust Fund Grant Agreement which has not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out been settled by agreement of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article parties shall be submitted to arbitration. One arbiter arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be chosen the Administrator and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the CompanyAdministrator; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the Reinsurer, and an umpire shall be chosen by notice instituting the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do soarbitration proceeding, the requesting party may choose two arbiters who parties shall in turn choose not have agreed upon an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do soUmpire, either party may request a justice the appointment of a Court an Umpire as provided in paragraph (c) of general jurisdiction this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to the provisions of this Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the state in which the arbitration is to Arbitral Tribunal shall be held to appoint the umpireby majority vote. B. Each party (h) The Arbitral Tribunal shall present its case afford to the arbiters within 30 days following the date of appointment parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the umpireArbitral Tribunal shall constitute the award of such Tribunal. The decision A signed counterpart of the arbiters award shall be final and binding on both parties; but failing transmitted to agree, they shall call each party. Any such award rendered in accordance with the umpire and the decision provisions of the majority this Section shall be final and binding upon both partiesthe parties to the Trust Fund Grant Agreement. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear abide by and comply with any such award rendered by the expense Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own arbiter, and shall jointly and equally bear with expenses in the other the expense arbitration proceedings. The costs of the umpire Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense costs of the arbiters, Arbitral Tribunal or the umpire and the arbitration procedure for payment of such costs shall be equally divided between determined by the two partiesArbitral Tribunal. E. Any (j) The provisions for arbitration proceedings set forth in this Section shall take place at a location mutually agreed upon by be in lieu of any other procedure for the settlement of controversies between the parties to this Contractthe Trust Fund Grant Agreement or of any claims by either party against the other party arising thereunder. (k) The Administrator shall not be entitled to enter judgment against the Recipient upon the award, but notwithstanding to enforce the location award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the arbitrationaward, all proceedings pursuant hereto except as such procedure may be available against the Recipient otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be governed complied with by the law Administrator, the Recipient may take any such action for the enforcement of the not including its choice award against the Administrator. (l) Service of law provisos, except that any notice or process in connection with any proceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the internal laws manner provided in Section 10.01 of the shall apply these General Conditions. The parties to the regulation Trust Fund Grant Agreement waive any and all other requirements for the service of the Companyany such notice or process.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one partythe Company does to the Insured in the Policy, as above providedbut with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the expense of the arbiters, the umpire Company and the arbitration Insured except that "a" shall be equally divided between made regarding its place of domicile and "h" shall be made regarding the two partiesrelevant regulator in its place of domicile. E. Any arbitration proceedings shall take place at a location mutually agreed upon by The Reinsurer represents and warrants to the parties Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Contract, but notwithstanding the location Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the arbitrationCompany or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, all proceedings pursuant hereto shall be governed the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract and the subject matter of this Contract and (2) been given the opportunity to request and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. F. The Reinsurer also represents and warrants to the Company as follows: 1. The Reinsurer has the full corporate power, authority and legal right to enter into this Contract and to consummate the transactions contemplated hereby. This Contract constitutes the legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the law Reinsurer of this Contract and the consummation by the Reinsurer of the transactions contemplated hereby shall not including its choice of law provisoscontravene or violate any provision of, except or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by which the Reinsurer is bound. 2. The Reinsurer shall maintain at all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Contract that the internal laws of the shall apply are based on misrepresentation and/or nondisclosure as to the regulation subject matter of this Contract at or prior to the CompanyReinsurer's execution and delivery of this Contract, and agrees not to seek rescission of this Contract because of any actual or alleged misrepresentation and/or non-disclosure as to the subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract. H. In the event of an actual breach of those obligations set forth in the Trust Account Creation and Funding Provisions Article, the Company and/or the Insured may elect specific performance. CIRT 2019-03

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. ii. Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpireAAA). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 16.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderAny dispute, any irreconcilable dispute controversy or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, claim arising out of or relating in any way to the employment of the Executive or this Agreement, or Executive’s service as an officer of Vivakor, including without limitation any dispute concerning the construction, validity, interpretation, performance enforceability or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A Agreement, shall be solely and exclusively resolved by confidential, binding arbitration upon a Party’s submission of the Miscellaneous Provisions Article shall be submitted dispute to arbitration. One arbiter The demand for arbitration shall be chosen made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made more than two (2) years from when the aggrieved Party knew or should have known of the controversy, claim, dispute or breach. (a) This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration. (b) The arbitration shall be conducted by one (1) arbitrator to be selected by the CompanyExecutive. Any Party may initiate arbitration by serving notice upon the other Party and filing a demand for arbitration with the American Arbitration Association. (c) Unless waived in writing by all parties to the arbitration, the other by arbitration shall be conducted in accordance with the Reinsurerthen-existing Expedited Labor Arbitration Rules of the American Arbitration Association, and an umpire shall be chosen held and conducted in Dallas County, Texas. (d) Except as may be required by law, neither Party nor its representatives may disclose the two arbiters before they enter upon arbitrationexistence, all of whom shall be disinterested active or former officials or experienced individuals who have operated incontent, or been involved in, business placed in results of any arbitration hereunder without the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a prior written request by consent of the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon Party. (e) No later than thirty (30) days after the selection of an umpire within 30 arbitrator, each Party shall prepare and deliver to both the arbitrator and other Party its last, best offer for fully and finally resolving the dispute and a memorandum in support thereof. The Parties shall also provide the arbitrator with a copy of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within forty-five (45) days following their after the arbitrator’s appointment, the arbitrator will select from the two arbiters shall request (2) proposals provided by the American Arbitration Association to appoint Parties the umpire. If proposal such arbitrator believes is most consistent with the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction intent of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both partiesParties when this Agreement was entered into; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under arbitrator may not alter the terms of this Contract from several to jointAgreement nor the proposals of either Party. D. Each party (f) Notwithstanding the foregoing, the arbitrator shall bear have no authority to award punitive, consequential, special, or indirect damages, or equitable relief. The arbitrator shall award interest from the expense time of its own arbiterthe breach to the time of payment of the award at the rate equal to the prime rate of interest published in the most recent edition of The Wall Street Journal at the time of any award plus three percent (3%). (g) The cost of the arbitration proceeding, as applicable (including, without limitation, reasonable attorneys’ fees and costs, expert fees, arbitrator fees, and related costs and expenses), shall jointly and equally bear with be borne by the other non-prevailing Party. The cost of any proceeding in court to confirm or to vacate any arbitration award shall be borne by the expense non-prevailing Party thereto. For purposes of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above providedthis subsection, the expense of “non-prevailing Party” is the arbitersParty whose proposal was not selected by the arbitrator for award. (h) The arbitrator’s award or decision shall be final, the umpire binding, and non-appealable. It is specifically understood and agreed that any Party may enforce any award rendered pursuant to the arbitration shall be equally divided between the two partiesprovisions hereof by bringing suit in a court of competent jurisdiction situated in Dallas County, Texas. IN RESPECT OF ANY ENFORCEMENT ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS AND WAIVES ALL OBJECTION TO THE CONTRARY TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT OF COMPETENT JURISDICTION LOCATED WITHIN DALLAS COUNTY, STATE OF TEXAS, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY FIRST CLASS REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, DIRECTED TO HIM AT THE ADDRESS SPECIFIED IN THIS AGREEMENT. E. Any (i) Executive has read and understands this arbitration proceedings shall take place at a location mutually agreed upon by provision and has had the parties opportunity to this Contract, but notwithstanding seek independent legal counsel regarding the location process and potential impact of the binding arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As Prior to initiation of arbitration, the Reinsurer and Ceding Company agree that they will first negotiate diligently and in good faith to agree on a condition precedent mutually satisfactory resolution of any dispute. Provided, however that if any such dispute cannot be resolved within sixty (60) days (or such longer period as the parties may agree) after written notice invoking the negotiation period of this Article is delivered by either party, the Reinsurer and the Ceding Company agree that they will submit this dispute to arbitration as described below. B. The Reinsurer and the Ceding Company intend that any and all disputes between them under or with respect to this Agreement be resolved without resort to any right litigation. Any and all disputes or differences between the Ceding Company and the Reinsurer arising out of action hereunderthis Agreement, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation disputes or differences relating to the interpretation or performance of fraudthis Agreement, intentional misrepresentation, unintentional misrepresentationits formation or validity, or any other issue whatsoevertransaction under this Agreement, whether arising out of the interpretationbefore or after termination, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter Arbitration shall be chosen the sole method of dispute resolution, regardless of the insolvency of either party, unless the conservator, receiver, liquidator or statutory successor is specifically exempted from arbitration proceeding by applicable state law of the insolvency. C. Arbitration shall be initiated by the Companydelivery of written notice of demand for arbitration (“Arbitration Notice”) by one party to another. Such written notice shall contain a brief statement of the issue(s), the other by the Reinsurerremedies sought, and an the failure of the parties to reach amicable agreement as provided in Paragraph A above. D. The arbitrators and umpire shall be chosen by present or former disinterested officers of life reinsurance or insurance companies other than the two arbiters before they enter upon arbitration, all of whom shall be disinterested active parties to this Agreement or former officials or experienced individuals who have operated inany company owned by, or been involved inaffiliated with, business placed in the United States insurance or reinsurance industry for at least 10 yearseither party. In the event that either Each party should fail to choose shall appoint an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If individual as arbitrator and the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters so appointed shall request the American Arbitration Association to then appoint the umpire. If the American Arbitration Association fails either party refuses or neglects to appoint an arbitrator within thirty (30) days after delivery of the Arbitration Notice, the other party may appoint the second arbitrator. If the two arbitrators do not agree on an umpire within 30 thirty (30) days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state appointment of the second appointed arbitrator, each of the two arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the other arbitrator. The umpire shall be chosen from the remaining two nominations by drawing lots. E. The arbitration hearings shall be held in the city in which the arbitration Reinsurer’s head office is to located or any such other place as may be held to appoint the umpire. B. mutually agreed. Each party shall present submit its case to the arbiters arbitrators and umpire within 30 one hundred and eighty (180) days following the date of appointment of the umpireselection of the umpire or within such longer period as may be agreed. F. The arbitration panel shall make its decision with regard to the custom and usage of the insurance and reinsurance business. The decision arbitration panel shall interpret this Agreement as an honorable engagement; they are relieved of the arbiters all judicial formalities and may abstain from following strict rules of law. The arbitration panel shall be final solely responsible for determining what evidence shall be considered and binding on both parties; but failing to agree, what procedure they shall call deem appropriate and necessary in the umpire and gathering of such facts or data to decide the dispute. G. The decision in writing of the majority of the arbitration panel shall be final and binding upon both the parties. Judgment may be entered upon the final decision of the arbiters may be entered arbitration panel in any court of competent having jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option H. The jointly incurred costs of the Companyarbitration are to be borne equally by both parties. Jointly incurred costs are specifically defined as any costs that are not solely incurred by one of the parties (e.g., constitute and act as attorneys’ fees, expert witness fees, travel to the hearing site, etc.). Costs incurred solely by one party for purposes of this Article and communications the parties shall be made borne by that party. Once the Company to panel has been selected, the panel shall agree on one billable rate for each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, arbitrators and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration sole cost shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by disclosed to the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companyand become payable as a jointly incurred cost as described above.

Arbitration. A. As a condition precedent Any controversy or claim arising out of or relating to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthis Guaranty Agreement, or any other issue whatsoeveralleged breach thereof, arising out shall be determined by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules. The number of arbitrators shall be three, one appointed by PG&E; one appointed by Guarantor; and the third to be appointed by the first two. The party demanding arbitration shall appoint its arbitrator in its notice of arbitration (“Notice of Arbitration”). The responding party (the “Respondent”) shall appoint its arbitrator within 30 days of its receipt of the interpretation, performance or breach Notice of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 yearsArbitration. In the event of the Respondent’s failure to appoint its arbitrator within that either party should fail to choose an arbiter 30-day period, the Respondent’s arbitrator shall be appointed by the American Arbitration Association. The third arbitrator shall be appointed by the two arbitrators of the parties within 30 days following a written request by of the other party to do so, appointment of the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitrationlatter of the two. If the two arbiters arbitrators fail to agree upon appoint the selection of an umpire third arbitrator within 30 days following their appointmentthat 30-day period, the two arbiters shall request then the American Arbitration Association to shall appoint the umpirethird arbitrator. If The place of arbitration shall be New York, New York. The arbitration shall be final, binding on the American Arbitration Association fails parties, not subject to appoint any appeal, shall deal with the umpire within 30 days after it has been requested to do soquestion of costs of arbitration and all matters related thereto, either party may request a justice of a Court of general jurisdiction and shall award PG&E any reasonable attorneys’ fees and all other costs and expenses incurred by PG&E in enforcing this Guaranty. The language of the state in which arbitration shall be English, and the arbitration is to award shall be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirewritten in English. The decision of the arbiters arbitration panel shall be final decide in law and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both partiesnot as "amiables compositeurs" or ex aequo et ▇▇▇▇. Judgment upon the final decision of the arbiters award rendered may be entered in any court of competent jurisdiction. The arbiters having jurisdiction or application may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all be made to such Subscribing Reinsurers shall, at the option court for a judicial recognition of the Companyaward or an order of enforcement thereof, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each case may be. Each of the Subscribing Reinsurers constituting one partyparties hereto agrees that any legal suit, providedaction or proceeding brought by any party to this Guaranty Agreement to enforce an award or an order of enforcement, howeveror otherwise relating to any arbitration hereunder, that nothing herein shall impair may be instituted in any U.S. federal or state court in New York, New York, and waives any objection which it may now or hereafter have to the rights laying of venue of any such proceedings, and irrevocably submits to the nonexclusive jurisdiction of such Subscribing Reinsurers to assert severalcourts in any suit, rather than jointaction or proceeding, defenses waiving any objection or claimsdefense based on jurisdiction, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointvenue or inconvenient forum. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to binding arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. ii. Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties' arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire"AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Cleveland, Ohio at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Ohio (excluding conflict of laws provisions) shall apply. Discovery shall not be permitted in the arbitration. iv. The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 17.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderExcept as provided in Sections 7.13 and 15.1, any irreconcilable dispute or difference of opinionall disputes arising between the parties in connection with this Agreement shall be settled through friendly consultations between the parties and if no agreement can be reached through consultations, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article they shall be submitted to arbitrationarbitration for settlement. One arbiter The arbitration shall take place in New York, New York, and be conducted by the American Arbitration Association in accordance with the commercial arbitration rules thereof (the “Rules”) except as modified hereby. All necessary determinations, including the arbitration decision, shall be chosen made by a panel of three arbitrators (the Company“Panel”). Within ten (10) days after delivery of a notice of arbitration, each of the other by two parties shall select one arbitrator as a member of the ReinsurerPanel. The two parties shall select as the third member of the Panel an independent arbitrator with no past or current business affiliations with either party, and an umpire if the parties cannot agree on such independent arbitrator within ten (10) days after delivery of a notice of arbitration, such independent arbitrator shall be chosen by selected in accordance with the two arbiters before they enter upon arbitration, all Rules. The Panel shall establish a schedule of whom discovery and hearing such that the Panel’s final written decision shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in issued within one hundred and twenty (120) days after selection of the United States insurance or reinsurance industry for at least 10 yearsindependent arbitrator serving on the Panel. In the event that either Each party should fail to choose an arbiter within 30 days following a written request must produce all relevant non-privileged documents requested by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 thirty (30) days after it has been requested to do so, either party may the request a justice of a Court of general jurisdiction therefor. The Panel’s decision must be in writing and shall set forth the reasons therefor. Such decision shall be conclusive determination of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final matter and binding on both the parties; but failing , shall have the effect of an arbitration award, and shall not (to agree, they the extent permitted by applicable law) be contested by any of them. The fees and expenses of an arbitrator selected by a party shall call in the umpire be borne by such party. The fees and the decision expenses of the majority third independent arbitrator shall initially be borne equally by the parties, and shall be final and binding upon both parties. Judgment upon allocated between the parties in accordance with the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expensesPanel, including reasonable attorneys' which decision shall allocate such fees and other expenses. C. If more than one Subscribing Reinsurer is involved in between the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act parties as one party for purposes of this Article and communications shall be made determined by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointPanel. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As (a) Any action, dispute, claim or controversy (a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, “Dispute”) arising out of or relating to this Agreement which is not resolved by the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A Parties shall be finally resolved by arbitration pursuant to the procedures of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by Commercial Arbitration Rules (the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all “AAA Rules”) of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire. If “AAA”) and in accordance with this Section 17, and judgment on the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters award may be entered in any court of competent jurisdictionhaving jurisdiction thereof. The arbiters may award costs and expensesseat of the arbitration shall be Houston, including reasonable attorneys' fees and other expensesTexas. C. If more than one Subscribing Reinsurer is involved in (b) The Dispute shall be heard and determined by an arbitration panel consisting of three arbitrators (the same dispute“Arbitration Panel”), all such Subscribing Reinsurers each of whom shall be independent and impartial. Each party to the Dispute shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and within 30 days after commencement of the arbitration, select one person to act as arbitrator. The two arbitrators so selected shall, within 15 days of their appointment, select a third arbitrator who shall serve as the chairperson of the Arbitration Panel. If a party fails to appoint an arbitrator as provided herein, or if the arbitrators selected by the parties are unable or fail to agree upon a third arbitrator within 20 days of their appointment, then that arbitrator shall be selected and appointed in accordance with the AAA Rules. The arbitrators selected shall be qualified by education, training, and experience to hear and determine matters in the nature of the Dispute. Should an arbitrator die, resign, refuse to act, or become incapable of performing his or her functions as an arbitrator, the AAA may declare a vacancy on the Arbitration Panel. The vacancy shall be filled by the method by which that arbitrator was originally appointed. The arbitrators shall be bound by and shall follow the then current ABA/AAA Rules of Ethics for Arbitrators. (c) The Arbitration Panel shall determine the matters at issue in the Dispute in accordance with the substantive laws of the State of Texas. In the event that the two arbiters are chosen by there shall be more than one party, as above provideddispute to be arbitrated, the expense Parties agree that all pending disputes shall be consolidated in the same hearing to the extent feasible. (d) The award of the arbiters, the umpire and the arbitration arbitrators shall be equally divided between in writing, shall state the two parties. E. Any arbitration proceedings reasons therefor and shall take place at a location mutually agreed upon by be deemed final and binding on the parties to this Contractthe Dispute. In its award, but notwithstanding the location Arbitration Panel may apportion the costs of arbitration, including fees of the arbitrators, attorneys, and expert witnesses, between or among the parties to the Dispute in such manner as it deems reasonable, taking into account the circumstances of the case, the conduct of the parties during the proceedings, and the result of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply requiring one party to the regulation Dispute to bear all or the majority of the Companysuch costs and fees.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach relating to Article 5 of this Contract or any other agreements referenced herein including those referenced in paragraph A of Lease (with respect to the Miscellaneous Provisions Article issues expressly stated therein) shall be submitted to arbitrationand determined in binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association. One arbiter The arbitration shall be chosen conducted before and by a single arbitrator selected by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters parties who shall have a minimum of ten (10) years of experience in turn choose an umpire before entering upon arbitrationcommercial real estate disputes and who shall not be affiliated with either Landlord or Tenant. If the two arbiters fail to agree upon the selection parties have not selected an arbitrator within thirty (30) days of an umpire within 30 days following their appointmentwritten demand for arbitration, the two arbiters arbitrator shall request be selected by the American Arbitration Association pursuant to appoint the umpirethen current rules of that Association on application by either party. If The arbitrator shall have authority to fashion such just, equitable and legal relief as such arbitrator, in such arbitrator’s sole discretion, may determine; provided, however, the American Arbitration Association fails arbitrator shall not be authorized to appoint award consequential, special, indirect or punitive damages. The parties agree that the umpire arbitration hearing shall be held within 30 thirty (30) business days after it has been requested following notification to do so, either party may request a justice of a Court of general jurisdiction the parties of the state in which appointment of such arbitrator, and that the arbitration is to proceedings shall be held to appoint concluded within thirty (30) business days following the umpire. B. Each first scheduled arbitration hearing. At the arbitration hearing each party shall present its case position (including the right to present witness testimony) and rebuttal within the arbiters within 30 days following time period established by the date arbitrator (which shall be the same for both parties). Each party shall bear all its own expenses of appointment arbitration and shall bear equally the costs and expenses of the umpirearbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. The arbitrator’s decision of the arbiters shall be final and binding on both the parties; but failing to agree. Landlord and Tenant further agree that they will faithfully observe this Lease and rules, and that they shall call in will abide by and perform any award rendered by the umpire arbitrator and the decision that a judgment of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters court having jurisdiction may be entered in any court of competent jurisdictionupon the award. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in duty to arbitrate shall survive the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes cancellation or termination of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointLease. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderIf, any irreconcilable after such good faith participation in such mediation process set forth in Section 15.3(b), the Parties cannot resolve such dispute, such dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted finally resolved by binding arbitration in accordance with the CPR Rules for Administered Arbitration by three arbitrators, of whom each of Licensor and Licensee shall designate one, with the third arbitrator to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen designated by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpireParty-appointed arbitrators. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the not including its choice arbitration shall be New York, New York. (i) Unless the arbitrators find good reason to proceed on a different schedule: (A) an initial pre-hearing conference for the planning and scheduling of law provisos, except the proceeding will be held within thirty (30) days from the date that the internal laws third arbitrator is appointed, (B) all discovery shall be completed within seven (7) months of such initial pre-hearing conference, and (C) a maximum of two (2) sessions for the presentation of evidence that will total no more than ten (10) hearing days shall be concluded within nine (9) months from the date that the third arbitrator is appointed. (ii) The arbitrators shall require that, unless otherwise agreed to by the Parties, a transcript of the hearing shall apply be maintained and shall be considered Confidential Information. The arbitrators shall conduct the arbitration in accordance with the requirements of the CPR Arbitration Appeal Procedure. (iii) A Party may file an appeal only under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to this Agreement. Unless otherwise agreed by the Parties and the appeal tribunal, the appeal shall be conducted at the place of the original arbitration. (iv) In the event that a dispute is submitted to arbitration under this Section 15.3 concerning whether a Gevo Biocatalyst, Biobutanol, or other product, process or method (collectively, the “Accused Arbitrable Product”) is covered by one or more claims of a Licensed Patent, or whether a royalty is due for such Accused Arbitrable Product, then Licensee hereby expressly acknowledges and agrees that Licensee’s claiming or contending that (i) such Accused Arbitrable Product is not covered by a Licensed Patent (as applicable), (ii) there is no royalty due for sales of such Accused Arbitrable Product, or (iii) the technology practiced by Licensee is within the scope of the Licensor Separation Technology, shall have the burden to prove its position to the regulation of the Companyarbitrators by a clear and convincing evidence standard.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation Final and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of binding arbitration in accordance with this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article Section 10.7 shall be submitted to arbitration. One arbiter shall be chosen by in accordance with the Company, the other by the Reinsurer, Commercial Arbitration Rules and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all Supplementary Procedures for Large Complex Disputes of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to appoint arbitration by submitting written notice to the umpireother Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the American Arbitration Association fails to appoint Parties cannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpireforegoing criteria. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between held in New York, New York, and the two parties. E. Any arbitration proceedings shall take place at be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the conclusion of the arbitration hearing, issue a location mutually agreed upon by written award and statement of decision describing the parties essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be authorized to this Contractaward compensatory damages, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall not be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply authorized to (i) award non-economic or punitive damages to the regulation of the Company.extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any other

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent All claims and disputes arising under or relating to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article Agreement shall be submitted to arbitrationset- tled by binding arbitration before a panel of three (3) arbitrators in Hillsborough county in the state of Florida. One arbiter The arbitration shall be chosen by conducted on a confidential basis and pursuant to the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all Commerical Arbitration Rules of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association Association. Each Party shall desig- nate an arbitrator, with the third arbitrator designated by the first two. Arbitration may be com- mencted at any time by any Party giving written notice to appoint the umpireother Party requesting that the mat- ter in dispute be referred to arbitration in accordance with this Clause. If the American Arbitration Association fails to appoint the umpire The first two arbirators shall be designated within 30 thirty (30) days after it has been requested to do so, either party may such written request a justice of a Court of general jurisdiction of for arbitration; and the state in which thrid arbitrator shall be selected within thirty (30) days after the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision second of the arbiters first two arbitrators. Any decision or award as a result of any such arbitration proceeding shall be final in writing and binding on both shall provide an explanation for all conclusions of law and fact. This provision for arbitrations hall be specifically enforceable by the parties; but failing . Each of the parties to agree, they a dispute sub- mitted to arbitration shall call in the umpire pay its own expenses of arbitration and the decision expenses of the majority arbitrators shall be final and binding upon both parties. Judgment upon equally shared initially; however, the final decision of the arbiters may prevaling party shall be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable entitiled to collecte its rea- sonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear costs associated with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the Any such arbitration shall be equally divided between the two parties. E. Any arbitration proceedings conducted by atleast one arbitrator experienced in Health Law and shall take place at include a location mutually agreed upon by the parties to this Contract, but notwithstanding the location written record of the arbitration, all proceedings pursuant hereto arbitration hearing. The parties reserve the right to object to any individual who shall be governed by employeed or affiliated with a competing organization or entitiy. Any award of arbitration may be confirmed in a court of competent jurisdiction in Hillsborough county in the law state of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the CompanyFlorda.

Arbitration. A. As a condition precedent to any right of action hereunder(a) Any dispute, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationcontroversy, or any other issue whatsoever, claim arising out of or relating to this Guaranty, or the interpretationbreach, performance termination or breach invalidity thereof, shall be settled by arbitration in accordance with the American Arbitration Associations Commercial Arbitration Rules then in effect (the “AAA Rules”), only to the extent not inconsistent with the other provisions of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article Section . The arbitration shall be submitted to arbitration. One arbiter shall be chosen governed by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 yearsArbitration Act, 9 U.S.C. §§ 1 et seq. In (the event that either party should fail to choose an arbiter within 30 days following a written request “Act”), and the laws of the State of Alaska shall be applied by the other party to do soarbitrators in resolving the substantive issues raised by such dispute, the requesting party may choose two arbiters who controversy or claim. All proceedings in any such arbitration shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint in Fairbanks or Anchorage, Alaska, as mutually agreed between the umpire. B. Each party shall present its case to parties or, failing such agreement, by the arbiters within 30 days following the date arbitrator or panel of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both partiesarbitrators appointed as described below. Judgment upon the final decision of award rendered by the arbiters arbitrators may be entered entered, and such judgment enforced, in any court of competent jurisdictionhaving jurisdiction thereof. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expensesAny dispute regarding whether any issue arising under this Guaranty or in connection with the transactions contemplated herein is subject to arbitration under this Section shall be resolved by arbitration in the manner described in this Section. C. (b) The party desiring arbitration shall give written notice to that effect to the other party and the parties shall attempt to agree on the appointment of a single arbitrator. If more than one Subscribing Reinsurer is involved the parties have not so agreed within seven (7) days after service of such notice, each party shall notify, the other party in the same dispute, all such Subscribing Reinsurers shall, at the option writing of the Company, constitute name and address of the person designated to act as one arbitrator on its behalf within seven days of such failure to agree. If either party for purposes fails to notify the other party of this Article and communications the appointment of its arbitrator within the time specified above, then the appointment of such party’s arbitrator shall be made by the Company American Arbitration Association. If two arbitrators are designated or appointed, the two arbitrators shall together appoint a third arbitrator. If the two arbitrators are unable to each agree upon the appointment of a third arbitrator within five days after both have been designated as appointed, the third arbitrator shall be selected by the American Arbitration Association. If an arbitrator fails, refuses or is unable to act, a new arbitrator shall be appointed as provided in the AAA Rules. Each arbitrator designated or appointed hereunder shall be impartial and competent and shall have recognized expertise in the subject matter of the Subscribing Reinsurers constituting one party, arbitration such expertise to be with respect to such matters arising in Alaska where relevant. (c) The parties shall utilize the discovery provisions of the Federal Rules of Civil Procedure for the Federal District of Alaska then in effect in all arbitrations hereunder; provided, however, that nothing herein shall impair the rights of time periods provided in such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor rules may be construed as changing shortened in the liability discretion of the Subscribing Reinsurers participating under arbitrator or arbitrators so that all discovery is completed not later than one (1) week prior to the terms hearing. The arbitrator or arbitrators shall commence their hearing within three months after the appointment of this Contract from several the last arbitrator. Not later than one week prior to joint. D. Each the hearing date, each party shall bear serve on each arbitrator and on the expense opposing party such party’s statement of its own arbiterfacts, issues and shall jointly list of witnesses and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one partyexhibits, as above provided, the expense of the arbiters, the umpire and the arbitration which exhibits shall be equally divided between the two parties. E. Any arbitration proceedings shall take place made available for inspection and copying at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitrationarbitration proceedings by the opposing party at all reasonable hours after 9 a.m., local time on the day following the date of the service of such list. The arbitrator or arbitrators shall deliver their decision and award within one month after completion of the hearing and shall give prompt notice of their decision to each party accompanied by findings of fact and conclusions of law. Except as otherwise provided in the Act, any decision and award of a sole arbitrator or in which two arbitrators concur shall in all proceedings pursuant hereto cases be final, binding and conclusive upon the parties and the parties agree to abide by the award. The time periods provided in this paragraph (c) may be shortened if, in the discretion of the arbitrator or arbitrators, the subject matter of the dispute, controversy or claim so justifies. (d) The fees and expenses of the arbitrator appointed by or on behalf of one party shall be governed borne by the law such party. The fees and expenses of any sole arbitrator or of any third arbitrator and all other costs of the arbitration proceedings, including but not including its choice limited to costs of law provisosa transcript of all or any portion of such proceedings, except that shall be borne by both parties equally, unless the internal laws of the shall apply to the regulation of the Companyarbitrator or arbitrators otherwise decide.

Arbitration. A. As a condition precedent Except with respect to any right action by BH Investor for specific performance of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, this Agreement or any other issue whatsoeveraction for injunctive relief, which actions shall be commenced and resolved in a court of competent jurisdiction, and except as otherwise expressly provided herein, any controversy or claim arising out of or relating to this Agreement, or the interpretationbreach thereof, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted settled by binding arbitration in Dallas, Texas, by a single arbitrator reasonably satisfactory to arbitration. One arbiter shall be chosen by the CompanyBH Investor and Transferors (provided, the other by the Reinsurerhowever, that if BH Investor and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail Transferors are unable to agree upon a mutually satisfactory arbitrator, then the selection arbitrator shall be selected in accordance with the applicable rules of an umpire within 30 days following their appointmentthe American Arbitration Association), in accordance with the two arbiters shall request rules of the American Arbitration Association to appoint governing large, complex commercial disputes then in effect. BH Investor and Transferors will share equally the umpire. If total expense charged by the American Arbitration Association fails and the arbitrator related to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the such arbitration is to be held to appoint the umpire. B. Each as those expenses become due; but each party shall present bear its case own legal, accounting and all of its other fees and expenses related to the arbiters within 30 days following the date of appointment of the umpirearbitration. The decision of the arbiters Such arbitration and determination shall be final and binding on both parties; but failing BH Investor and Transferors, judgment may be entered upon such determination and award in any court having jurisdiction thereof, and BH Investor and Transferors agree that no appeals shall be taken therefrom except as set forth in 9 U.S.C. §10. Notice of a demand for arbitration of any dispute subject to agreearbitration by one party shall be made in writing and simultaneously served on the other parties and filed with the American Arbitration Association. The parties agree that after any such notice has been filed, they shall call shall, before the hearing thereof, make discovery and disclosure of all matters relevant to such dispute, to the extent and in the umpire and manner provided by the decision applicable rules of the majority American Arbitration Association. The arbitrator’s determination with respect to discovery shall be final and binding upon both partiesconclusive. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs Discovery and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications disclosure shall be made completed no later than ninety (90) days after filing of such notice of arbitration unless extended by the Company arbitrator upon a showing of good cause by a party to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply The arbitrator may consider any evidence which is relevant to the regulation subject matter of the Companysuch dispute even if such evidence might also be relevant to an issue or issues not subject to arbitration hereunder.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense . Insurer Article of the umpire Policy. Each Subscribing Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in the Representations and Warranties of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense Insurer Article of the arbiters, Policy to the umpire Company and the arbitration Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the Company and the Insured except that "a" shall be equally divided between the two parties. E. Any arbitration proceedings shall take made regarding its place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto domicile and "h" shall be governed by made regarding the law relevant regulator in its place of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companydomicile.

Arbitration. A. As a condition precedent (i) Any Party may submit any matter referred to any right in ----------- Clause 8.13 (a) to arbitration by notifying the other parties hereto, in writing, of action hereunder, any irreconcilable dispute or difference such dispute. Within 10 days after receipt of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Companysuch notice, the other by Parties shall designate in writing one arbitrator to resolve the Reinsurerdispute; provided, and that if the Parties cannot agree on an umpire shall be chosen by the two arbiters before they enter upon arbitrationarbitrator within such 10-day period, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance Chamber of Commerce shall select the arbitrator. The arbitrator so designated shall not be an Affiliate, employee, consultant, officer, director or reinsurance industry for stockholder of any Party. The arbitrator shall have at least 10 ten (10) years. In ' experience in the event that either party should fail field of international commercial transactions. (ii) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the Stockholder shall meet, at which time the Buyer and the Stockholder shall be required to choose an arbiter within set forth in writing all disputed issues and a proposed ruling on each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 30 days following a after the submission of written request proposals pursuant to Clause 8.13(b)(ii), to discuss each of the issues identified by the other party Parties. Each such Party shall have the right to do so, be represented by counsel. The arbitration shall be governed by the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection Commercial Arbitration Rules of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association Association. (iv) The arbitrator shall use his best efforts to appoint the umpire. If the American Arbitration Association fails to appoint the umpire rule on each disputed issue within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction the completion of the state hearings described in which 8.13(b)(iii). The determination of the arbitration is arbitrator as to the resolution of any dispute shall be held binding and conclusive upon all parties hereto, provided however, that the arbitrator shall have no authority to appoint award punitive or exemplary damages to any party. All rulings of the umpirearbitrator shall be in writing and shall be delivered to the Parties. B. Each party shall present its case to the arbiters within 30 days following the date of appointment (v) Any attorneys' fees of the umpire. The decision Parties in any arbitration shall be borne by the Parties as determined by the arbitrator, together with the fees of the arbiters arbitrator and the costs and expenses of the arbitration. (vi) Any arbitration pursuant to this Clause 8.13 shall be final and binding on both parties; but failing to agreeconducted in New Bedford, they shall call Massachusetts, United States of America or other mutually acceptable location, in the umpire English language. Any arbitration award may be entered in and the decision of the majority enforced by any court having jurisdiction thereover and shall be final and binding upon both parties. Judgment upon the final decision of Parties. (vii) Notwithstanding the arbiters may foregoing, nothing in this Clause 8.13 shall be entered construed as limiting in any way the right of a Party to seek injunctive relief with respect to any actual or threatened breach of this Agreement from a court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent All disputes and controversies of every kind and nature between any parties to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, this Agreement arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerparty making the arbitration demand, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 19 for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv) The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. (v) Except as set forth in Section 19(b) and (c), the parties stipulate that the provisions of this Section 19 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the party demanding arbitration. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any other agreements referenced herein including those referenced allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the Miscellaneous Provisions Article SPECIAL TERMINATION ARTICLE. C. One arbitrator shall be submitted to arbitrationappointed by each party. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that If either party should fail fails to choose an arbiter appoint its arbitrator within 30 days following a written request after being requested to do so by the other party party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the requesting party may choose second arbitrator. D. The two arbiters arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall in turn choose an umpire before entering upon arbitrationpreside at the hearing. If the two arbiters fail 2 arbitrators are unable to agree upon the selection of an umpire third arbitrator within 30 days following of their appointment, the two arbiters Company shall request petition the American Arbitration Association to appoint the umpirethird arbitrator. If the American Arbitration Association fails to appoint the umpire third arbitrator within 30 days after it has been of being requested to do so, either party may request a justice of a Court of general jurisdiction district court judge of the state federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (3 named by each arbitrator previously appointed). All arbitrators shall be held to appoint the umpiredisinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London. B. Each party shall present its case to the arbiters within E. Within 30 days following the date after notice of appointment of all arbitrators, the umpirepanel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in DeRidder, Louisiana but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The decision of the arbiters any 2 arbitrators when rendered in writing shall be final and binding on both parties; but failing binding. The panel is empowered to agree, they grant interim relief as it may deem appropriate. F. The panel shall call in make its decision considering the umpire custom and the decision practice of the majority shall be final applicable insurance and binding upon both parties. Judgment upon reinsurance business as promptly as possible following the final decision termination of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.the

Arbitration. A. As a condition precedent to any right of action hereunder(a) In the event that such dispute, any irreconcilable dispute controversy or difference is not resolved within thirty (30) days after the commencement of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, discussion between or any other issue whatsoever, arising out among the Representatives or the conclusion in good faith of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A Representatives that amicable resolution of the Miscellaneous Provisions Article dispute, controversy or difference does not appear likely, whichever is earlier, then the dispute, controversy or difference shall be submitted to arbitration. One arbiter finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. (b) The arbitration shall be chosen by held in Wilmington, Delaware or such other location as the Company, the other by the Reinsurer, and an umpire Disputing Members shall mutually agree. The arbitration shall be chosen heard by the two arbiters before they enter upon arbitrationa panel of three arbitrators, all each of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 yearsresolution of disputes, controversies and differences relating to telecommunications services. In the event that either party should fail to choose an arbiter within 30 days following a written request If there are two Disputing Members, one such arbitrator shall be selected by one Disputing Member, one such arbitrator shall be selected by the other party to do soDisputing Member and the third arbitrator shall be selected by the arbitrators selected by the Disputing Members. If there are more than two Disputing Members, the requesting party three arbitrators shall be selected by the President of the American Arbitration Association. Resolution of the dispute, controversy or difference shall be determined by a majority vote of the arbitration panel. (c) The Disputing Members shall bear equally all fees, costs and expenses of the arbitration, and each Disputing Member shall bear its own legal expenses and costs of all experts and witnesses relating thereto; provided, however, that if the claim of any Disputing Member is upheld by the arbitration panel in all material respects, then the arbitration panel may choose two arbiters who apportion between or among the Disputing Members as such arbitration panel may deem equitable the costs incurred by the prevailing Disputing Member. (d) Any award rendered by the arbitration panel shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree be final and conclusive upon the selection Disputing Members and any judgment thereon maybe enforced in any court of an umpire within 30 days following competent jurisdiction, unless: (i) the award was procured by corruption, fraud or other manifest undue means; (ii) the arbitrators exceeded their appointmentpowers (it being acknowledged that the arbitrators are entitled to hear any dispute, controversy or difference relating in any way to this Agreement or any Schedule or Exhibit attached hereto); or (iii) the two arbiters arbitrators have been guilty of misconduct. The Disputing Member submitting such dispute shall request the American Arbitration Association to: (y) allow for the Disputing Members to appoint request reasonable discovery pursuant to the umpire. If rules then in effect under the American Arbitration Association fails Federal Rules of Civil Procedure for a period not to appoint exceed sixty (60) days prior to such arbitration, and (z) require the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is testimony to be held to appoint the umpiretranscribed. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. (e) The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call fact that arbitration has commenced in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of accordance with this Article and communications 17 shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall not impair the ability of any Member to exercise any termination rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointin accordance with Article 13 hereof. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinionother matter in question between the Company and the Reinsurer arising out of, including formation and validity, and also including, but not limited or relating to, any allegation of fraudthe formation, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance performance, or breach of this Contract Agreement, whether such dispute arises before or any other agreements referenced herein including those referenced in paragraph A after termination of the Miscellaneous Provisions Article this Agreement, shall be submitted to settled by arbitration. One arbiter Arbitration shall be chosen initiated by the Company, delivery of a written notice of demand for arbitration by one party to the other by within a reasonable time after the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it dispute has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpirearisen. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, reinsurers shall constitute and act as one party for the purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one partyArticle, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating Reinsurer under the terms of this Contract Agreement from several to joint. C. Except as set forth in Article III, each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. If either party refuses or neglects to appoint an arbitrator within 60 days, the other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within 60 days of the appointment of the second arbitrator, each of the arbitrators shall nominate three individuals. If the two arbitrators are unable to agree upon the third arbitrator within thirty (30) days of their appointment, the third arbitrator shall be selected from a list of six individuals (three named by each arbitrator) by a judge of the United States District Court having jurisdiction over the geographical area in which the arbitration is to take place, or if that court declines to act, the state court having general jurisdiction in such area. The arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd’s of London Underwriters; the arbitrators shall not have a personal or financial interest in the result of the arbitration. D. The arbitration hearings shall be held in New York, New York, or such other place as may be mutually agreed. Each party shall bear submit its case to the expense arbitrators within 60 days of the selection of the third arbitrator or within such longer period as may be agreed by the arbitrators. The arbitrators shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by governing law, that is, the state law of the situs of the arbitration as herein agreed; they shall make their decisions according to the practice of the reinsurance business. The decision rendered by a majority of the arbitrators shall be final and binding on both parties. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. E. Each party shall pay the fee and expenses of its own arbiter, arbitrator and shall jointly and equally bear with the other the expense one-half of the umpire fee and expenses of the arbitrationthird arbitrator. In the event that the two arbiters are chosen by one party, as above provided, the expense All other expenses of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any F. Except as provided above, arbitration proceedings shall take place at a location mutually agreed be based, insofar as applicable, upon by the parties to this Contract, but notwithstanding the location procedures of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the CompanyAmerican Arbitration Association.

Arbitration. A. As a condition precedent Any controversy or claim arising out of or relating to any right of action hereunderthe Agreement, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentationthe breach thereof, or any other issue whatsoever, arising out failure to agree where agreement of the interpretationparties is necessary pursuant hereto, performance or breach including the determination of the scope of this Contract or agreement to arbitrate, shall be resolved by the following procedures (provided, however, that any other agreements referenced herein including those referenced dispute over benefits shall first be subject to and determined in paragraph A accordance with the claims procedure set forth in Section 3.10 hereof): 3.11.1. The parties agree to submit any dispute to final and binding arbitration administered by the American Arbitration Association (the “AAA”), pursuant to the Commercial Arbitration Rules of the Miscellaneous Provisions Article AAA as in effect at the time of submission. The arbitration shall be submitted to arbitration. One arbiter shall be chosen by the Companyheld in Boston, the other by the ReinsurerMassachusetts before a single neutral, independent, and an umpire shall be chosen by impartial arbitrator (the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who “Arbitrator”). 3.11.2. Unless the parties have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree agreed upon the selection of an umpire within 30 days following their appointmentthe Arbitrator before then, the two arbiters AAA shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire Arbitrator within 30 thirty (30) days after it has been requested the submission to do so, either party may request a justice of a Court of general jurisdiction AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the selection of the state in which the arbitration is to be held to appoint the umpire. B. Arbitrator. Each party shall be limited to two (2) pre-hearing depositions each lasting no longer than two (2) hours. The parties shall exchange documents to be used at the hearing no later than ten (10) days prior to the hearing date. Each party shall have no longer than three (3) hours to present its case to position, and the arbiters entire proceedings before the Arbitrator shall be on no more than two (2) hearing days within 30 a two (2) week period. The award shall be made no more than ten (10) days following the date of appointment close of the umpireproceeding. The decision of the arbiters Arbitrator’s award shall not include consequential, exemplary, or punitive damages. The Arbitrator’s award shall be a final and binding on both parties; but failing to agree, they shall call in the umpire and the decision determination of the majority dispute and shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered fully enforceable in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved Except in a proceeding to enforce the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location results of the arbitration, all proceedings pursuant hereto neither party nor the Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Except as may otherwise be decided by the Arbitrator, each party shall pay the fees of its own counsel; and the costs of the arbitration, including the fees of the Arbitrator, shall be governed shared equally by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companyparties.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a condition precedent single arbitrator pursuant to any right the Commercial Arbitration Rules of action hereunderthe American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, any irreconcilable unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute or difference by issuing a written opinion within thirty (30) Days after the close of opinionhearings. The Federal Arbitration Act, including formation and validity9 U.S.C. §§ 1-16, and also includingnot state law, but not limited toshall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, any allegation of fraudexemplary damages; consequential damages, intentional misrepresentation, unintentional misrepresentationmultiple damages, or any other issue whatsoeverdamages not measured by the prevailing party's actual damages, arising out and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the interpretation, performance Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A shortened upon mutual agreement of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen Parties or by the Companyarbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction fees of the state in which arbitration and the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirearbitrator. The decision of the arbiters arbitrator's award shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdictionhaving jurisdiction thereof. The arbiters may Judgment upon the award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made rendered by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor arbitrator may be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointentered in any court having jurisdiction. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, D. This Contract incorporates, defenses or claimsas if set forth in full herein, nor be construed as changing representations and warranties "a" through "c" and "f" through "j" contained in the liability Representations and Warranties of the Insurer Article of the Policy. Each Subscribing Reinsurers participating Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in the Representations and Warranties of the Insurer Article of the Policy to the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the Company and the Insured except that "a" shall be made regarding its place of domicile and "h" shall be made regarding the relevant regulator in its place of domicile. E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Contract, the Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract from several and the subject matter of this Contract and (2) been given the opportunity to jointrequest and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. D. Each party shall bear F. The Reinsurer also represents and warrants to the expense of its own arbiterCompany as follows: 1. The Reinsurer has the full corporate power, authority and shall jointly legal right to enter into this Contract and equally bear with to consummate the other transactions contemplated hereby. This Contract constitutes the expense legal, valid and binding obligation of the umpire Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Contract and the consummation by the Reinsurer of the arbitration. In transactions contemplated hereby shall not contravene or violate any provision of, or result in the event that termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the two arbiters are chosen Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by one party, as above provided, which the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesReinsurer is bound. E. Any arbitration proceedings 2. The Reinsurer shall take place maintain at a location mutually agreed upon all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Contract that are based on misrepresentation and/or nondisclosure as to the parties subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract, but notwithstanding and agrees not to seek rescission of this Contract because of any actual or CIRT 2021-01 to the location of Reinsurer. Payments by the arbitrationReinsurer to the Company or the Insured, all proceedings pursuant hereto or through to the Company or the Insured, shall be governed deemed payment to the Company or the Insured, as applicable, only to the extent that such payments are actually received by the law of Company or the not including its choice of law provisosInsured, except that the internal laws of the shall apply to the regulation of the Companyas applicable.

Arbitration. A. As a condition precedent to any right of action hereunderAny controversy, any irreconcilable claim or dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of or in connection with this Agreement, the Registration Rights Agreement or the Warrants, including any question regarding its existence, validity, interpretation, performance breach, or breach termination, shall be referred to and finally resolved in accordance with the International Arbitration Rules of this Contract the American Arbitration Association, and judgment upon the award rendered by the arbitral tribunal may be entered by any court having jurisdiction thereof or having jurisdiction over any party or any other agreements referenced herein including those referenced in paragraph A party's assets. (a) The tribunal shall consist of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Companythree arbitrators, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals appointed by the respective parties and the third, who have operated inshall be the chairperson of the tribunal, or been involved inby the two party-appointed arbitrators within 30 days of the last of their appointments. Save that, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that if either party should fail to choose appoint an arbiter arbitrator within 30 days following a of receiving written request notice of the appointment of an arbitrator by the other party to do soparty, the requesting second arbitrator shall, at the written request of the party may choose two arbiters who shall in turn choose which has already made an umpire before entering upon arbitrationappointment, be appointed forthwith by the American Arbitration Association. If Likewise, if the two arbiters party-appointed arbitrators fail to agree upon make an agreed appointment for the selection of an umpire chairperson within 30 days following of the last of their appointmentappointments, the two arbiters shall chairperson shall, at the written request of either party, be appointed forthwith by the American Arbitration Association to appoint Association. (b) The place of arbitration shall be New York, New York. (c) This arbitration clause and the umpireconduct of the arbitral proceedings shall be governed by the Federal Arbitration Act, 9 U.S.C.A. sec. If 1 et seq. (d) The language of the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, arbitration shall be English. (e) Nothing in these dispute resolution provisions shall be construed as preventing either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered from seeking conservatory or similar interim relief in any court of competent jurisdiction. (f) To the extent practicable, the arbitral tribunal shall render its award no more than 60 calendar days from the date that the three member tribunal is constituted. The arbiters may arbitral tribunal shall not lose jurisdiction over the matter based on a failure to render an award costs and expenses, including reasonable attorneys' fees and other expenseswithin this time period. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunderSection 10.1 If the Grievance is not satisfactorily resolved at Step 2, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out upon the request of the interpretationUnion or the University, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall Grievance may be submitted to arbitration. One arbiter shall be chosen by arbitration for resolution under the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all then-prevailing Labor Arbitration Rules of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association (“AAA”). The request for arbitration must be made in writing within thirty (30) days after the ▇▇▇▇▇▇▇’▇ (or the ▇▇▇▇▇▇▇’▇ designee) answer in Step 2. Unless otherwise agreed in writing by mutual agreement of the Union and University, only one (1) grievance shall be submitted in a single arbitration and separately submitted grievances shall not be consolidated and/or merged before the same arbitrator. A Union request for arbitration will be sent to appoint the umpire. Associate Vice President of Human Resources. Section 10.2 If the American Union and the University cannot agree upon an impartial arbitrator, an arbitrator shall be selected by AAA in accordance with the then-prevailing Labor Arbitration Association fails Rules of AAA. Section 10.3 The arbitrator shall have no power to appoint the umpire within 30 days after it has been requested add to, to do sosubtract from, either party may request a justice of a Court of general jurisdiction modify, vary, remove or change any of the state terms or provisions of this Agreement. The arbitrator shall have jurisdiction only over Grievances as defined in which Article IX (Grievance Procedure). The scale of wages established by this Agreement shall not be changed by any arbitration decision. The award shall be based on the arbitration is to be held to appoint questions raised by the umpire. B. Each party shall present its case parties in respect to the arbiters within 30 days following the date specific interpretation and application of appointment of the umpirethis Agreement. The arbitrator’s decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall will be final and binding upon both all Adjunct Faculty members, the Union, and the University. Section 10.4 The arbitrator shall hear the Grievance as expeditiously as possible and shall render a written decision within thirty (30) Days after the conclusion of the hearing or submission of briefs (whichever is later), unless otherwise extended in writing by mutual agreement of the Union and the University. Section 10.5 The fees and expenses of the American Arbitration Association and the arbitrator shall be shared equally by the parties. Judgment upon Each party will bear its own expenses of representation and presentation of its case, including witnesses, and including the final decision cost of any transcript for the party’s own use. Where both parties desire a transcript, they shall share the cost equally. Section 10.6 Any award for back pay shall have deducted therefrom any unemployment compensation or other compensation that the aggrieved Adjunct Faculty member may have received from any source during the period for which back pay is claimed; provided that no compensation shall be deducted from any award for back pay to the extent the Adjunct Faculty member received compensation for (a) teaching that the Adjunct was contractually obligated to perform as of the arbiters may date the Adjunct was notified s/he would not be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expensesteaching the course giving rise to the grievance or (b) non-teaching work. C. If more than one Subscribing Reinsurer is involved in Section 10.7 Adjunct Faculty members shall not miss a class to attend or prepare for an arbitration. Accordingly, the same dispute, all such Subscribing Reinsurers shall, parties agree that they will make every reasonable effort to schedule arbitrations at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, times that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear do not conflict with the other the expense teaching schedules of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and Adjunct Faculty members who either party anticipates will be attending the arbitration shall be equally divided between the two partiesas a grievant or witness. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the District of Columbia, not including its choice of law provisos, except that the internal laws of the State of Vermont shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable Any dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, controversy arising out of or in connection with this Agreement as to the interpretationexistence, performance construction, validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation, breach, continuance or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article termination thereof shall be submitted to arbitration. One arbiter arbitration pursuant to the following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall be chosen include the name of the arbitrator appointed by the Companyparty demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all Arbitration Committee of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint and the umpire. If two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association fails Association. (c) The Company shall bear all arbitration costs and expenses incurred by Employee. (d) The arbitration hearing shall be held at a site in Houston, Texas, to appoint be agreed to by a majority of the umpire arbitrators on 10 days' written notice to the parties. (e) The arbitration hearing shall be concluded within 30 10 days unless otherwise ordered by a majority of the arbitrators, and the award thereon shall be made within 10 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction the close of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date submission of appointment evidence. An award rendered by a majority of the umpire. The decision of the arbiters arbitrators appointed pursuant to this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding during the period of this Agreement, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters judgment on such award may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved by either party in the same disputehighest court, all such Subscribing Reinsurers shallstate or federal, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, having jurisdiction; provided, however, that nothing herein Employee shall impair be entitled to specific performance of Employee's right to be paid until the rights Date of such Subscribing Reinsurers Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The parties stipulate that the provisions hereof shall be a complete defense to assert severalany suit, rather than jointaction, defenses or claimsproceeding instituted in any federal, nor be construed as changing state, or local court or before any administrative tribunal with respect to any controversy or dispute arising during the liability of the Subscribing Reinsurers participating under the terms period of this Contract from several Agreement and which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to joint. D. Each party shall bear such controversy or dispute, survive the expense termination of its own arbiterthis Agreement. Notwithstanding the pendency of any dispute or controversy pursuant to this Section 14, the Company will continue to pay Employee Employee's full Base Salary in effect when the notice giving rise to the dispute was given and continue Employee as a participant in all compensation, benefit and insurance plans in which Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 3(v) hereof. Amounts paid under this Section 14 are in addition to all other amounts due under this Agreement and shall jointly and equally bear with the not be offset against or reduce any other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesamounts due under this Agreement. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article (i) Any Dispute referred for arbitration shall be submitted to arbitration. One arbiter shall be chosen finally resolved by binding arbitration in accordance with the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all most applicable rules of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which (“AAA”) and judgment on the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters award may be entered in any court having jurisdiction. (ii) The arbitration shall be conducted by a panel of competent jurisdictionthree (3) people experienced in the business of biopharmaceuticals. If the issues in dispute involve scientific, technical or commercial matters, then any arbitrator chosen under this Agreement shall have educational training and/or industry experience sufficient to demonstrate a reasonable level of relevant scientific, technical and commercial knowledge as applied to the pharmaceutical industry. If the issues in dispute involve patent matters, then at least one (1) of the arbitrators CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT shall be a licensed patent attorney or otherwise knowledgeable about patent law matters. Within [***] days after a Party demands arbitration, each Party shall select one person to act as arbitrator, and the two Party-selected arbitrators shall select a third arbitrator within [***] days after their own appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, then the third arbitrator shall be appointed by the AAA. The arbiters may award costs and expensesplace of arbitration shall be Boston, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article Massachusetts. All proceedings and communications shall be made by the Company to each as part of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between in English. Following selection of the two partiesthird arbitrator, the arbitrators shall complete the arbitration proceedings and render an award within [***] months after the last arbitrator is appointed. E. Any (iii) Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees or arbitration, unless in each case the arbitrators agree otherwise, which they are hereby empowered, authorized and instructed to do if they determine that to be fair and appropriate. (iv) Except to the extent necessary to confirm an award or as may be required by law, regulation, or the requirement of any exchange on which a Party’s shares are traded, neither Party shall disclose the existence, content or results of an arbitration proceedings under this Agreement without the prior written consent of the other Party. (v) In no event shall take place at an arbitration be initiated after the date when commencement of a location mutually agreed upon legal or equitable proceeding based on the subject matter of the Dispute would be barred by the parties to this Contract, but notwithstanding the location applicable statute of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Companylimitations under New York law.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the District of Columbia, not including its choice of law provisos, except that the internal laws of the State of shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, D. This Contract incorporates, defenses or claimsas if set forth in full herein, nor be construed as changing representations and warranties "a" through "c" and "f" through "j" contained in the liability Representations and Warranties of the Insurer Article of the Policy. Each Subscribing Reinsurers participating Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in the Representations and Warranties of the Insurer Article of the Policy to the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the Company and the Insured except that "a" shall be made regarding its place of domicile and "h" shall be made regarding the relevant regulator in its place of domicile. E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Contract, the Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract from several and the subject matter of this Contract and (2) been given the opportunity to jointrequest and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. D. Each party shall bear F. The Reinsurer also represents and warrants to the expense of its own arbiterCompany as follows: 1. The Reinsurer has the full corporate power, authority and shall jointly legal right to enter into this Contract and equally bear with to consummate the other transactions contemplated hereby. This Contract constitutes the expense legal, valid and binding obligation of the umpire Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Contract and the consummation by the Reinsurer of the arbitration. In transactions contemplated hereby shall not contravene or violate any provision of, or result in the event that termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the two arbiters are chosen Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by one party, as above provided, which the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesReinsurer is bound. E. Any arbitration proceedings 2. The Reinsurer shall take place maintain at a location mutually agreed upon all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Contract that are based on misrepresentation and/or nondisclosure as to the parties subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract, but notwithstanding and agrees not to seek rescission of this Contract because of any actual or CIRT 2021-02 to the location of Reinsurer. Payments by the arbitrationReinsurer to the Company or the Insured, all proceedings pursuant hereto or through or to the Company or the Insured, shall be governed deemed payment to the Company or the Insured, as applicable, only to the extent that such payments are actually received by the law of Company or the not including its choice of law provisosInsured, except that the internal laws of the shall apply to the regulation of the Companyas applicable.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder17.1 Any dispute, any irreconcilable dispute controversy or difference of opinionclaim (whether in tort, contract, under statute, or otherwise) between the Parties arising out of, relating to, or in connection with this Agreement, including formation and validitya dispute regarding the existence, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, validity or any other issue whatsoever, arising out of the interpretation, performance or breach termination of this Contract Agreement or the relationship between the Parties established by this Agreement and any other agreements referenced herein including dispute arising from or relating to those referenced in paragraph A of the Miscellaneous Provisions Article indemnification procedures (each a "Dispute"), shall be submitted referred to and finally and exclusively resolved by arbitration. One arbiter Prior to initiation of arbitration, however, a duly appointed representative of each party shall meet together within five (5) days of one party notifying the other Party of a dispute in an effort to resolve such dispute by discussion between them but failing to resolve such dispute within a further five (5) day period, either party may initiate arbitration as provided below. 17.2 Either Party may initiate arbitration by providing to the other a written notice of arbitration specifying the claims to be chosen by the Companyarbitrated. If a Party refuses to honor its obligations to arbitrate under this Agreement, the other by Party may compel arbitration in either federal or territorial court in Guam. In deciding the Reinsurersubstance of any Dispute, and an umpire the Arbitrators shall be chosen by apply the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed substantive laws in the United States insurance or reinsurance industry for at least 10 yearsTerritory of Guam. 17.3 The arbitral tribune (the "Tribunal") shall consist of one (1) arbitrator, to be appointed by both parties. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail parties are unable to agree upon the selection one arbitrator, any party may compel appointment of an umpire within 30 days following their appointmentarbitrator in either federal or territorial court in Guam. 17.4 The place of the arbitration shall be Guam and the language of the arbitration shall be English. The Guam Rules of Civil Procedure and Guam Rules of Evidence shall apply in the arbitration. 17.5 Should a vacancy arise because any arbitrator dies, resigns, refuses to act or becomes incapable of performing his functions, the two arbiters vacancy shall request be filled by the American Arbitration Association method by which the arbitrator was originally appointed. When a vacancy is filled, the newly established Tribunal shall have sole discretion to appoint determine whether any hearings shall be repeated. 17.6 If any Dispute arises out of substantially the umpire. If same facts as are the American Arbitration Association fails subjects of an existing dispute (a "Related Dispute"), then the Tribunal appointed or to appoint be appointed in respect of any such existing dispute shall also be appointed as the umpire within 30 days after it Tribunal for the Related Dispute. 17.7 Where, pursuant to the above provisions, the same Tribunal has been requested appointed in relation to do sotwo or more Related Disputes, either party the Tribunal may request a justice order that the whole or part of the matters at issue shall be heard together upon such terms or conditions as the Tribunal thinks fit. The Tribunal shall have power to make such directions and any interim, partial or final awards as it considers just and desirable. 17.8 Except as required by applicable law, each Party shall maintain the confidentiality of (a) the existence of any arbitral proceeding; (b) any documents produced or exchanged by the Parties during any arbitration proceeding; (c) any documents prepared during any arbitration proceeding for use therein; and (d) any arbitral award. 17.9 The costs of arbitration, including the cost of the Arbitrators, the expenses related thereto, administrative fees, fees of experts appointed by the Arbitrators and reasonable legal fees of a Court of general jurisdiction Party shall be allocated by the Arbitrators to reflect the Party's relative success and failure in the award of the state Arbitrators. Any award of the Arbitrators shall be made in which the arbitration is to be held to appoint the umpireUnited States Dollars. B. Each party 17.10 Nothing in this Section 17 shall present its case to the arbiters within 30 days following the date be construed as preventing any Party from seeking conservatory or similar interim relief from any court of appointment competent jurisdiction. 17.11 Any award of the umpire. The decision of the arbiters Tribunal shall be made in writing and shall be final and binding on both parties; but failing the Parties. The Parties undertake to agreecarry out the award without delay. 17.12 Except as provided in section 17.10 above, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in Parties hereby waive any right to apply to any court of competent jurisdictionlaw and/or other judicial authority to determine any preliminary point of law, including without limitation, the questions of whether the dispute is arbitrable and within the jurisdiction of the Tribunal, which shall be decided by the Tribunal, and/or review any question of law and/or the merits, insofar as such waiver may validly be made. The arbiters may Parties shall not be deemed, however, to have waived any right to challenge any award costs and expenseson the ground that the Tribunal lacked substantive jurisdiction and/or the ground of serious irregularity affecting the Tribunal, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved the proceedings or award. 18 Assignability This Agreement shall not be assigned, in whole or in part, by either Party without the same dispute, all such Subscribing Reinsurers shall, at the option prior written consent of the Companyother Party, constitute and act as one party for purposes of this Article and communications which consent shall not be made by the Company to each of the Subscribing Reinsurers constituting one party, unreasonably withheld; provided, however, that nothing herein Customer shall impair the rights of such Subscribing Reinsurers be allowed to assert several, rather than joint, defenses or claims, nor be construed as changing the liability assign this Agreement without written consent of the Subscribing Reinsurers participating under the terms of this Contract from several Operator to joint. D. Each party shall bear the expense of its own arbitera wholly-owned affiliate on a one-time only basis, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In in the event that all or a substantial portion of Customer's remaining business in Guam are sold or shut down. If any assignment is made pursuant to this Section 18, then such assignment shall be binding upon and shall inure to the two arbiters are chosen by one party, as above provided, the expense benefit of the arbiters, successors of the umpire respective Parties hereto and the arbitration assigning Party shall be equally divided between the two partiesfully released and discharged from any further obligations or liabilities hereunder for all purposes. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As (a) If a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but Dispute is not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire resolved within 30 days after it has been requested the Negotiation Notice, any Party shall have the right to do socommence arbitration. In that event, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters Dispute shall be resolved by final and binding on both parties; but failing to agreearbitration administered by the AAA in accordance with its International Arbitration Rules (the “Rules”). The place of arbitration shall be New York, they shall call in New York. Any Dispute concerning the umpire and the decision propriety of the majority commencement of the arbitration shall be final and binding upon both partiesfinally settled by such arbitration. Judgment upon on the final decision of award rendered by the arbiters arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. (b) The number of competent jurisdictionarbitrators shall be one if the claims in such Dispute aggregate less than $100 million, and three if the claims in such Dispute aggregate $100 million or more. If the Parties are unable to agree on the amount of the claims, there shall be three arbitrators. (c) If one arbitrator is to be chosen, the Parties agree to seek to reach agreement on the identity of the sole arbitrator within 30 days after the initiation of arbitration. If the parties do not reach agreement on the sole arbitrator within that time period, then the AAA shall appoint the sole arbitrator. (d) If three arbitrators are to be chosen, the claimant shall appoint an arbitrator in its request for arbitration. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option respondent shall appoint an arbitrator within 20 days of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each receipt of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein request for arbitration. The two arbitrators shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed appoint a third arbitrator who shall serve as changing the liability chair of the Subscribing Reinsurers participating under tribunal, within 30 days after the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense appointment of the umpire and second arbitrator. If any of the arbitration. In three arbitrators is not appointed within the event time prescribed above, then the AAA shall appoint that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesarbitrator. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties.. t E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the , not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. ii. Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties’ arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire“AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 16.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent Any controversy or claim by or between the parties related in any way to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article Agreement shall be submitted to arbitration. One arbiter shall be chosen settled by the Company, the other binding arbitration administered by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire. If the American “AAA”) in accordance with its Commercial Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both partiesRules; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, provided that nothing herein shall impair require arbitration of any claim or charge which, by law, cannot be the rights subject of a compulsory arbitration agreement. Any arbitration proceeding brought under this Agreement shall be conducted in Charlotte, North Carolina by a single arbitrator appointed by agreement of the parties within thirty (30) days of receipt by respondent of the demand for arbitration, or in default thereof by the AAA. Each of Buyer, Project LLC, Seller and Blue Sphere, agree to be bound by this arbitration clause provided that they have either (i) signed this contract or a contract that incorporates this contract by reference or (ii) signed any other agreement to be bound by this arbitration clause. Each such party agrees that it may be joined as an additional party to an arbitration involving other parties under any such agreement. The arbitrator(s) in the first-filed of such Subscribing Reinsurers proceeding shall be the arbitrator(s) for the consolidated proceeding. The arbitrator, in rendering an award in any arbitration conducted pursuant to assert severalthis provision, rather than jointshall issue a reasoned award stating the findings of fact and conclusions of law on which it is based, defenses or claims, nor and the arbitrator shall be construed as changing required to follow the liability law of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon state designated by the parties to herein. Any judgment or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed from in any court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and the validity, effect and interpretation of this Contractarbitration provision, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the Federal Arbitration Act, 9 U.S.C.§ 1 et seq. In any arbitration proceedings under this Agreement, each party shall pay all of its, his or her own legal fees, including counsel fees, but AAA filing fees and arbitrator compensation shall be paid pursuant to the AAA Commercial Arbitration Rules, unless otherwise provided by law for a prevailing party. The parties agree that, notwithstanding the foregoing, prior to the appointment of the not including its choice arbitrator, nothing herein shall prevent any party from seeking preliminary or temporary injunctive relief against any other party in the federal or state courts of law provisosNorth Carolina. For the avoidance of doubt, except that the internal laws of the any actions for permanent relief or monetary damages shall apply to the regulation of the Companybe settled by arbitration.

Arbitration. A. As a condition precedent to If the Dispute has not been resolved in writing for any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out reason as of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A expiration of the Miscellaneous Provisions Article applicable Negotiation Period, such Dispute shall be submitted submitted, at the request of any Party, to arbitration. One arbiter final and binding arbitration administered by the American Arbitration Association’s International Centre for Dispute Resolution (the “ICDR”) in accordance with its International Arbitration Rules then in effect (the “Rules”), except as modified herein. (i) The arbitration shall be chosen conducted by a three-member arbitral tribunal (the Company“Arbitral Tribunal”). The claimant or claimants, collectively, shall appoint one arbitrator in the other by notice of arbitration and the Reinsurerrespondent or respondents, and an umpire collectively, shall appoint one arbitrator within fourteen (14) days after the appointment of the first arbitrator. The third arbitrator, who shall serve as chair of the Arbitral Tribunal, shall be chosen jointly appointed by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter party-appointed arbitrators within 30 twenty-one (21) days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpiresecond arbitrator. The decision of Any arbitrator not timely appointed shall be appointed by the arbiters ICDR according to its Rules. (ii) In resolving any Dispute to the extent it involves contractual issues under this Agreement, the arbitrators shall apply the governing law specified herein. (iii) Arbitration under this Section 8.1 shall be the sole and exclusive remedy for any Dispute, and any award rendered by the arbitrators shall be final and binding on both parties; but failing to agree, they shall call in the umpire parties and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters judgment thereupon may be entered in any court of competent jurisdiction. The arbiters may award costs and expensesjurisdiction having jurisdiction thereof, including reasonable attorneys' fees and other expensesany court having jurisdiction over the relevant party or its Assets. C. If more than one Subscribing Reinsurer (iv) The Arbitral Tribunal shall be entitled, if appropriate, to award any remedy, including monetary damages, specific performance and all other forms of legal and equitable relief that is involved in accordance with the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes terms of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, Agreement; provided, however, that nothing herein the Arbitral Tribunal shall impair the rights of such Subscribing Reinsurers have no authority or power to assert several(A) limit, rather than jointexpand, defenses alter, modify, revoke or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms suspend any condition or provision of this Contract from several to joint. D. Each party shall bear Agreement, (B) award punitive, exemplary, treble or similar damages, except as set forth in Section 8.1(c)(v), or (C) review, resolve or adjudicate, or render any award or grant any relief in respect of, any issue, matter, claim or Dispute other than the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon specific Dispute or Disputes submitted by the parties to this Contractsuch Arbitral Tribunal for final and binding arbitration, but notwithstanding including any Disputes consolidated therewith in accordance with Section 8.1(c)(viii). (v) The Arbitral Tribunal shall have the location power to award the prevailing party its attorneys’ fees and costs reasonably incurred in the arbitration (including the fees and expenses of the arbitration, all proceedings pursuant hereto the Arbitral Tribunal’s fees and the fees and expenses of the ICDR). If any Party files an Action in contravention of the arbitration agreement in this Section 8.1, the other Party shall be entitled to an award of any costs they may incur in defending such Action, including a fee in an amount equal to $15,000,000 multiplied by the greater of (x) 1.05 raised to the power of the number of years elapsed since the Distribution Date (expressed in decimal form) and (y) one (1), as well as such additional punitive, exemplary, treble or similar damages as may be awardable under applicable law. Each of the Parties acknowledges and agrees that if any Party files an Action in contravention of the arbitration agreement in this Section 8.1, the non-breaching Party shall suffer reputational loss as a direct consequence of such Action for which they are entitled to damages. (vi) The arbitration shall be seated in, and the award shall be rendered, in New York County, New York, in the English language. (vii) The arbitration and this arbitration agreement shall be governed by the law Federal Arbitration Act (9 U.S.C. § 1 et seq.). (viii) A Party may request consolidation of two or more arbitrations pending under the Rules into a single arbitration pursuant to the Rules. The Parties agree that two or more arbitration proceedings may be consolidated in accordance with this Section 8.1(c)(viii) and subject to the Rules even if the parties to such arbitration proceedings are not identical. Any order of consolidation issued pursuant to the Rules shall be final and binding upon the parties to the new Dispute, prior pending or subsequently-filed arbitrations. The Parties waive any right they have to appeal or to seek interpretation, revision or annulment of such order of consolidation under the Rules or in any court. (ix) The Arbitral Tribunal (and, if applicable, Emergency Arbitrator) shall have the full authority to grant any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other order in aid of arbitration proceedings (“Interim Relief”). The Parties shall exclusively submit any application for Interim Relief to only: (A) the Arbitral Tribunal; or (B) prior to the constitution of the not including its choice Arbitral Tribunal, an Emergency Arbitrator appointed in the manner provided for in the Rules. Any Interim Relief so issued shall, to the extent permitted by applicable Law, be deemed a final arbitration award for purposes of law provisosenforceability, except and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance in Section 10.19. The foregoing procedures shall constitute the exclusive means of seeking Interim Relief; provided, however, that (I) the internal laws Arbitral Tribunal shall have the power to continue, review, vacate or modify any Interim Relief granted by an Emergency Arbitrator, and the Arbitral Tribunal shall apply a de novo standard of review to the factual and legal findings of the shall Emergency Arbitrator and conduct any such proceeding with respect to the actions of the Emergency Arbitrator on an expedited basis; and (II) in the event an Emergency Arbitrator or the Arbitral Tribunal issues an order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such Decision on Interim Relief in any court of competent jurisdiction. (x) The Parties consent and submit to the regulation non-exclusive jurisdiction of any federal court located in the State of New York or, where such court does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York (“New York Court”) to enforce the dispute resolution provisions in this Section 8.1, or to enforce any award, relief or decision issued by an Arbitral Tribunal (or, if applicable, Emergency Arbitrator). In any such action: (A) each of the CompanyParties irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; and (B) each of the Parties irrevocably consents to service of process by the mailing of copies of the process to the Parties as provided in Section 10.6, with service effected in this manner becoming effective five (5) days after the mailing of the process. (xi) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.1.

Arbitration. A. As a condition precedent If the Parties are unable to resolve the Dispute within ninety (90) days following the receipt of the Notice of Dispute, either Party may submit the matter to be resolved by binding arbitration conducted by the office of the American Arbitration Association in Houston, Texas (“AAA”). The arbitration shall be conducted in accordance with the AAA’s Commercial Arbitration Rules (the “Rules”) effective at the time of the Dispute, The Expedited Procedures of the Rules shall apply to any right Dispute in which no disclosed claim or counterclaim exceeds $5,000,000.00, exclusive of action hereunderinterest and arbitration fees and costs. If the Expedited Procedures should apply, any irreconcilable dispute or difference of opinionthe arbitration shall be heard and decided by a single arbitrator to be appointed by the AAA. For all other Disputes, including formation the arbitration shall be heard and validitydecided by three arbitrators, one to be designated by each Party and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out the third arbitrator to be selected by the mutual agreement of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A two arbitrators. Each Party shall designate its arbitrator within twenty (20) days of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by respondent receiving notice of the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If either Party fails to select an arbitrator within such twenty-day period, the two arbiters AAA shall designate such arbitrator. The arbitrators selected by the Parties shall select the third arbitrator within fifteen (15) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the selection of an umpire third arbitrator within 30 days following their appointmentsuch fifteen-day period, the two arbiters AAA shall request select the American Arbitration Association to appoint third arbitrator. Each arbitrator selected hereunder shall be knowledgeable in the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpireoil and gas industry. The decision of arbitrators shall make a reasoned award in writing and may allocate costs and fees among the arbiters Parties in connection with such award. The award shall be final and binding on both parties; but failing to agree, they shall call in the umpire each Party and the decision of the majority shall be final and binding upon both partiesfor all purposes. Judgment upon the a final decision of the arbiters award may be entered in any court of competent having jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes This Section 14 shall survive any termination of this Article and communications Agreement. For the avoidance of doubt, for the purpose of designating arbitrators in an arbitration tribunal consisting of three arbitrators, the ▇▇▇▇▇▇▇ Parties shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed treated as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointa single Party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent a) In the event that the parties are unable to settle any right of action hereunderdispute between them which is under mediation, any irreconcilable dispute or difference of opinion, including formation either party may refer such matter to arbitration as provided herein: i. The Client and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out the Engineer shall select an arbitrator within ten (10) business days of the interpretationsubmission of a dispute to arbitration under this Section, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A which arbitrator shall be neutral and independent of the Miscellaneous Provisions Article parties. If the parties are unable to agree on an arbitrator, either party shall be at liberty to seek an appointment of an arbitrator upon application under the Arbitration Act, 1991, S.O. 1991, C. 17. ii. The arbitration shall be conducted in accordance with the provisions of the Arbitration Act, 1991, S.O. 1991, C.17, unless the parties otherwise agree. If the issue in dispute is particularly time sensitive, the parties shall, in good faith, take such reasonable steps as may be required to expedite the arbitration process. In any event, all disputes shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all arbitrator within thirty (30) calendar days of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters arbitrator. All arbitration meetings and proceedings shall request be held in the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction municipality of the state Client or a reasonable alternate, at a time and location determined by the parties, but in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 any event no later than thirty (30) calendar days following the date of appointment submission of the umpiredispute to the arbitrator. iii. In addition to the examination of the parties by each other, the arbitration panel may examine, in the ordinary course, the parties or either of them and the witnesses in the matter referred to the arbitration panel, and the parties and witnesses, if examined, shall be examined on oath or affirmation. iv. The decision arbitration panel shall, after full consideration of the arbiters issues in dispute, the relevant facts and applicable law, render a decision within thirty (30) calendar days after argument of the issue to the arbitrator, which decision shall be final and binding on both parties; but failing the parties and not subject to agreeappeal or challenge, they shall call in the umpire and the decision except such limited relief provided under Subsection 45(1) (appeal on a question of law, with leave) or Section 46 (setting aside award) of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expensesArbitration Act, including reasonable attorneys' fees and other expenses1991. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. v. Each party shall bear is own costs and expenses incurred in the expense of its own arbiterarbitration, and the parties shall jointly share equally in the costs and equally bear with the other the expense expenses of the umpire and arbitrator. vi. Any award of the arbitration. In arbitration panel may, at the event that the two arbiters are chosen by one party, as above provided, the expense instance of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by either of the parties to this ContractAgreement and without notice to the other of them, but notwithstanding the location be made an Order of the arbitrationSuperior Court of Ontario, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation Arbitration Act, 1991 and the Courts of the CompanyJustice Act, R.S.O. 1990, c.C-43.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. (a) In the event that the Senior Executives are unable to resolve any dispute, controversy or claim between the Parties referred to them pursuant to Section 12. 1, such dispute shall at the request of either party should fail Party, be finally settled by binding arbitration in accordance with the then current Rules of Arbitration of the International Centre for Dispute Resolution. (b) The arbitration panel shall consist of three (3) arbitrators, each of whom must have legal or business experience in pharmaceutical licensing matters. The arbitrators are to choose an arbiter be selected as follows, within 30 thirty (30) days following receipt of notice from either Party of a written request by to arbitrate in accordance with Section 12.2(a): Otsuka shall nominate one (1) such qualified arbitrator; MethylGene shall nominate one (1) such qualified arbitrator; and the other party to do sotwo arbitrators so nominated shall nominate a third such qualified arbitrator, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If be the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointmentpresiding arbitrator. (c) The arbitrators shall set a date for a hearing, the two arbiters which shall request the American Arbitration Association to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 be no later than thirty (30) days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator. The decision arbitrators shall use their best efforts to rule on the dispute within thirty (30) days after the completion of such hearing. Any award rendered by the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority arbitrators shall be final and binding upon both partiesthe Parties. Judgment upon the final decision of the arbiters any award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of competent jurisdiction. The arbiters the award and an order of enforcement, as the case may award costs and expenses, including reasonable attorneys' fees and other expensesbe. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option (d) The place of the Company, constitute and act as one party for purposes of this Article and communications arbitration shall be made by San Francisco, California and the Company to each language of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be English. (e) Each Party shall pay its own expenses of arbitration, and the expenses of the arbitrators shall be equally divided shared between the two partiesParties unless the arbitrators assess as part of their award all or any part of the arbitration expenses of a Party or Parties (including, without limitation, reasonable attorneys’ fees) against the other Party or Parties, as the case may be. E. Any (f) Except as otherwise provided in this Agreement, the arbitration proceedings procedure set forth in this Section 12.2 shall take place at be the sole and exclusive means of settling or resolving any dispute subject to resolution pursuant to this Section 12.2. This Section 12.2 shall not prohibit a location Party from seeking injunctive or other equitable relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by the other Party which would cause irreparable harm to the first Party, or from bringing any action in aid of arbitration. (g) Notwithstanding the foregoing, with respect to any dispute related to the necessity of a license to intellectual property from a Third Party, in the event the Senior Executives are unable to resolve the matter within thirty (30) days after referral, such dispute shall be submitted to arbitration in accordance with this Section 12.2; provided that, to expedite any such arbitration, the arbitral tribunal shall be composed of a single arbitrator mutually agreed upon by the parties Parties who will be authorized to this Contract, but notwithstanding determine the location procedural rules of such arbitral tribunal with the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except intention that the internal laws of tribunal be able to resolve the shall apply disputed matter within no more than sixty (60) days following the notice to the regulation of the Companyarbitrate.

Arbitration. A. As a condition precedent (a) All disputes under this Article XI shall be settled by binding arbitration pursuant to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out the rules of the interpretationAmerican Arbitration Association. Arbitration may be commenced at any time by any Party hereto giving written notice to each other Party to a dispute of its demand for arbitration, performance or breach which demand shall set forth the name and address of this Contract or any other agreements referenced herein including those referenced in paragraph A its arbitrator. Within twenty (20) days of the Miscellaneous Provisions Article shall be submitted to arbitration. One arbiter shall be chosen by the Companysuch notice, the other by Party shall select its arbitrator and so notify the Reinsurerdemanding Party. Within twenty (20) days thereafter, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom arbitrators so selected shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in select the United States insurance or reinsurance industry for at least 10 yearsthird arbitrator. In the event that default of either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall side naming its arbitrator as aforesaid or in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon default of the selection of an umpire within 30 days following their appointmentthe third arbitrator as aforesaid, the two arbiters shall request the American Arbitration Association shall designate such arbitrator upon the application of either party. Any arbitration proceeding hereunder shall take place in Suffolk County, New York or San Diego, California or such other location as agreed to appoint by the umpireParties. If The dispute shall be heard by the American Arbitration Association fails to appoint the umpire arbitrators within 30 thirty (30) days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction selection of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpirethird arbitrator. The decision of the arbiters arbitrators shall be final and binding on both parties; but failing to agree, they rendered within thirty (30) days after the hearing. Each Party shall call in the umpire pay its own expenses of arbitration and the decision expenses of the majority arbitrators shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, equally shared; provided, however, that nothing herein shall impair if, in the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability opinion of the Subscribing Reinsurers participating under majority of the terms arbitrators, any claim for indemnification or any defense or objection thereto was unreasonable, the arbitrators may assess, as part of this Contract from several to joint. D. Each party shall bear their award, all or any part of the expense arbitration expenses of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire Party (including reasonable attorneys' fees) and of the arbitration. In arbitrators against the event that the two arbiters are chosen by one partyParty raising such unreasonable claim, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two partiesdefense or objection. E. Any (b) To the extent that arbitration proceedings shall take place at a location mutually agreed upon by may not be legally permitted hereunder or contractually permitted under any insurance policy providing coverage, and the parties to this Contractany dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, but notwithstanding the location any party may commence a civil Action in a court of appropriate jurisdiction to resolve disputes hereunder. (c) The decision of a majority of the arbitration, all proceedings pursuant hereto arbitrators shall be governed by final, binding and conclusive, shall be specifically enforceable, and judgment may be entered upon it in accordance with applicable law in the law appropriate court in the States of the not including its choice New York and California with no right of law provisos, except that the internal laws of the shall apply to the regulation of the Companyappeal therefrom.

Arbitration. A. As a condition precedent to All disputes and controversies of every kind and nature between any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, parties hereto arising out of or in connection with this Agreement or the interpretationtransactions described herein as to the construction, performance validity, interpretation or breach of this Contract meaning, performance, non-performance, enforcement, operation or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. One arbiter Such notice shall designate the name of the arbitrator (who shall be chosen an impartial person) appointed by such party demanding arbitration, together with a statement of the Companymatter in controversy. ii. Within 30 days after receipt of such demand, the other by parties shall, in a written notice delivered to the Reinsurerfirst party, and an umpire name such parties' arbitrator (who shall be chosen by an impartial person). If such parties fail to name an arbitrator, then the two arbiters before they enter upon arbitration, all of whom second arbitrator shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request named by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association to appoint (the umpire"AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association fails to appoint shall be incorporated by reference at such hearing and the umpire substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within 30 ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after it has been requested to do so, either party may request the close of submission of evidence. An award rendered by a justice of a Court of general jurisdiction majority of the state in which the arbitration is arbitrators appointed pursuant to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters this Agreement shall be final and binding on both parties; but failing all parties to agreethe proceeding, they shall call in resolve the umpire and the decision question of costs of the majority shall be final arbitrators and binding upon both parties. Judgment upon the final decision of the arbiters all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 13.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbiters arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may award costs and expenses, including reasonable attorneys' fees and disclose the existence or results of any arbitration hereunder without the prior written consent of the other expenses. C. If more than one Subscribing Reinsurer is involved parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the same dispute, all such Subscribing Reinsurers shall, at course of an arbitration hereunder without the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights prior written consent of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to jointother party. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out Within ten (10) working days of the interpretationUnion’s notice to the UA Director of Labor and Employee Relations of its intent to arbitrate, performance the parties shall jointly contact the Federal Mediation and Conciliation Service (FMCS) to request a panel of arbitrators from which the parties shall select an arbitrator or breach of this Contract or any other agreements referenced herein including those referenced in paragraph A the parties may mutually agree on an arbitrator. B. Within ten (10) working days after receipt of the Miscellaneous Provisions Article panel of arbitrators, representatives of the University and the Union shall meet and select an arbitrator by alternately striking names from the panel of arbitrators until one name remains. The first name strike shall be submitted to arbitrationdecided by a flip of a coin. One arbiter The arbitrator remaining on the list shall be chosen by accepted as the Company, arbitrator of the other by the Reinsurer, and an umpire grievance. C. Arbitration shall be chosen by conducted in accordance with the two arbiters before they enter upon arbitration, all rules of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in the United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two arbiters who shall in turn choose an umpire before entering upon arbitration. If the two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association Association, unless the parties mutually agree otherwise. The powers of the arbitrator shall be limited to appoint interpretation and application of the umpireexpressed terms of the Agreement. If The arbitrator shall have no power to alter, add to, subtract from, or otherwise modify the American Arbitration Association fails terms of this Agreement. The arbitrator shall be empowered to appoint the umpire within 30 days after it has been requested to do so, either party may request rule only on a justice grievance which alleges a violation of a Court specific article or section of general jurisdiction this Agreement. The cost of requesting the state in which arbitrator list shall be split evenly between the arbitration is to be held to appoint University and the umpireUnion. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. D. The arbitrator's decision of the arbiters shall be final and binding on both parties; but failing to agreethe Local 6070 bargaining unit member(s), they shall call in the umpire Union, and the University. The decision of the majority arbitrator shall be final enforceable and binding upon both partiesappealable as provided by law. Judgment upon Unless otherwise provided for in this Agreement, it shall not be within the final decision jurisdiction of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs arbitrator to change an existing wage rate, or to establish a new wage rate, nor to limit the University's rights to manage and expenses, including reasonable attorneys' fees and other expensesdirect its workforce. C. If more than one Subscribing Reinsurer is involved E. The arbitrator shall have the power to return a grievant to work status, with or without restoration of back pay, or mitigate the damage. However, the mitigated damages may not exceed the amount the individual would have earned had the grievant remained in a paid status. F. Each party shall furnish the same dispute, all such Subscribing Reinsurers shall, at arbitrator and the option other party whatever facts or material the arbitrator may require to properly weigh the merits of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one grievance. Neither party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert severalmay present material, rather than jointfacts, defenses or claimsissues at arbitration which have not been presented in writing during Steps One, nor be construed as changing the liability Two or Three of the Subscribing Reinsurers participating under the terms of this Contract from several to jointgrievance procedure. D. G. Each party shall bear the expense cost of preparing and presenting its own arbiter, case. 1. The fees and shall jointly and equally bear with the other the expense expenses of the umpire arbitrator shall be allocated by the arbitrator as follows: a. Assign arbitrator's fees and of expenses to the arbitration. In losing party. b. If the event arbitrator determines that neither party is the two arbiters are chosen by one losing party, then the arbitrator shall assign arbitrator’s fees and expenses proportionally to the parties as above provided, the expense of the arbiters, the umpire and the judged equitable. 2. Local 6070 bargaining unit members who are required to appear as witnesses for an arbitration proceeding shall be equally divided between granted administrative leave for the two partiesperiod of their testimony only. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.