Common use of Arbitration Clause in Contracts

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Arbitration. Any party hereto may elect controversy or claim arising out of or relating to submit this Guaranty Agreement, or any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration alleged breach thereof, shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of determined by arbitration administered by the American Arbitration Association then pertaining in accordance with its International Arbitration Rules. The number of arbitrators shall be three, one appointed by PG&E; one appointed by Xxxxxxxxx; and the decision 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 arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesNotice of Arbitration. In the event any party hereto shall elect of the Respondent’s failure to submit any such dispute to arbitration hereunderappoint its arbitrator within that 30-day period, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third Respondent’s arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and Association. The third arbitrator shall be a person having at least ten (10) years’ recent professional experience as appointed by the two arbitrators of the parties within 30 days of the appointment of the latter of the two. If the two arbitrators fail to the subject matter in question. The fees of appoint the third arbitrator and within that 30-day period, then the expenses incident to the proceedings American Arbitration Association shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of appoint the third arbitrator. Such decision The place of arbitration shall be New York, New York. The arbitration shall be final, binding on the parties, not subject to any appeal, shall deal with the question of costs of arbitration and all matters related thereto, and shall award PG&E any reasonable attorneys’ fees and all other costs and expenses incurred by PG&E in writing enforcing this Guaranty. The language of the arbitration shall be English, and the arbitration award shall be written in duplicate, one counterpart thereof to be delivered to English. The arbitration panel shall decide in law and not as "amiables compositeurs" or ex aequo et xxxx. Judgment upon the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award rendered may be entered upon in any court having jurisdiction or application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. Each of the arbitrators parties hereto agrees that any legal suit, action or proceeding brought by any party to this Guaranty Agreement to enforce an award or an order of enforcement, or otherwise relating to any arbitration hereunder, may be instituted in accordance with 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 rules laying of venue of any such proceedings, and statutes applicable thereto then obtainingirrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding, waiving any objection or defense based on jurisdiction, venue or inconvenient forum.

Arbitration. Any party hereto Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. Landlord and Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts If the grievance is not settled in accordance with the Commercial Arbitration Rules of foregoing procedure, the American Arbitration Association then pertaining and UNION may refer the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute grievance to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten within fourteen (1014) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) calendar days after the appointment employee and UNION's receipt of the second arbitrator EMPLOYER's written answer in Step 2. The parties shall mutually agree upon the matter so submitted, shall appoint a third an arbitrator. If either the Seller or the Purchaser shall fail parties are unable to appoint agree on an arbitrator, the selection of an arbitrator shall be made in accordance with the "Rules Governing the Arbitration of Grievances" as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed established by the party having made such appointment Public Employment Relations Act and administered by the State of Minnesota Bureau of Mediation Services. The arbitrator shall appoint hear the grievance at a second arbitrator scheduled meeting subject to the availability of the EMPLOYER and the two (2) so appointed shall, in union representatives. The arbitrator shall notify the event union representative and the EMPLOYER of their failure to agree upon any his/her decision within thirty (30) calendar days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after following the appointment close of the second arbitrator, then such third arbitrator shall be appointed hearing or submission of briefs by the American Arbitration Association from its qualified panel of arbitratorsparties, and shall be a person having at least ten (10) years’ recent professional experience as whichever is later, unless the parties agree to the subject matter in questionan extension thereof. The fees of and expenses for the third arbitrator arbitrator's services and the expenses incident to the proceedings shall be borne equally between by the Seller EMPLOYER and the PurchaserUNION, unless provided that each party shall be responsible for compensating its own representatives and witnesses. Employees who serve as such representatives or witnesses shall not be compensated at a rate in excess of their BASE PAY RATE. If either party desires a verbatim record of the arbitrators decide otherwiseproceedings, it may cause such a record to be made, provided it pays for the record. If both parties desire a verbatim record of the proceedings, the cost shall be shared equally. The fees arbitrator shall not have the right to amend, modify, nullify, ignore, add to, or subtract from the provisions of respective counsel engaged this AGREEMENT. The arbitrator shall consider and decide only the specific issue(s) submitted, in writing, by the partiesEMPLOYER and the UNION, and the fees of expert witnesses and shall have no authority to make a decision on any other witnesses called for by the parties, issue(s) not so submitted. The arbitrator shall be paid by without power to make decisions contrary to or inconsistent with or modifying or varying in any way the respective party engaging such counsel application of laws, rules or calling or engaging such witnessesregulations having the force and effect of law. The decision shall be based solely upon the arbitrator's interpretation or application of the arbitrators shall be rendered within thirty (30) days after appointment express terms of this AGREEMENT and on the facts of the third arbitratorgrievance presented. Such decision If the arbitrator determines that the grievance is covered by law or statute, or not covered by the express provisions of this AGREEMENT, the arbitrator shall be in writing and in duplicate, one counterpart thereof to be delivered refer the grievance back to the Seller and parties without decision or recommendation. The parties may, by written agreement, agree to submit more than one grievance to the Purchaser. A judgment of arbitrator provided that each grievance will be considered as a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules separate issue and statutes applicable thereto then obtainingeach on its own merits.

Arbitration. Any All questions and disputes with respect to the rights and obligations of the parties arising under the terms of this Agreement shall be resolved by arbitration. Either party hereto may elect shall have the right to submit the propriety of a dispute to binding confidential arbitration. Each party shall bear its own expenses incurred in connection with any dispute hereunder that has an amount in controversy in excess such arbitration and one-half of $250,000 the arbitration fees; provided, however, the arbitrator is hereby authorized to award reasonable attorneys' fees and costs to the prevailing party. The venue of the arbitration hereundershall be New York, New York, and the arbitrator shall apply the substantive law of the State of New York. Any and all hearings shall be conducted in New York, New York. The parties agree to use their best efforts to schedule any such hearings outside of the Major League Baseball season. The party desiring arbitration shall serve notice upon the other party, together with designation of the first party's representative. If the person designated by the first party is acceptable to the second party as an arbitrator, the second party shall so notify the first party within ten days and such representative shall serve as the sole arbitrator. If the person so designated is not acceptable to the second party, then the second party shall designate his/her or its own representative in a notice to the first party within the same ten-day period. The two representatives so named, if such is the case, shall within ten days thereafter appoint an arbitrator, and the arbitrator shall then proceed forthwith to hear and unilaterally determine the matter. If either party fails, within the time allowed herein, to appoint its representative, the representative named by the other party shall act as the sole arbitrator and unilaterally decide the matter. If the two representatives are unable to agree upon an arbitrator within the ten days allowed herein, either party may at any time apply to the presiding judge of any court of competent jurisdiction for the appointment of an arbitrator, and the arbitrator shall proceed forthwith to hear and unilaterally determine the matter. In all events the arbitrator shall be a licensed attorney at law in the State of New York with a minimum of ten years' experience in handling matters of the kind which are represented by this Agreement. The arbitrator shall be entitled to reasonable compensation at his or her usual professional rates. Except as otherwise provided herein, the arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining and the decision Association, but without regard to any portions thereof which require administration by such association. The powers of the arbitrators with respect to such dispute arbitrator shall be bindinglimited as set forth herein. The arbitrator shall make an award in writing that is consistent with the terms of this Agreement, final and conclusive on the partiesthat includes a reasoned decision. In no event shall the event any party hereto shall elect to submit any demand for arbitration be made after the date when institution of legal or equitable proceedings based on such dispute to arbitration hereunderclaim, dispute, or other matter(s) in question would be barred by the Seller and the Purchaser shall each appoint and pay all fees applicable statute of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the otherlimitations, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon reject any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree claim that is not based upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingtimely filed demand.

Arbitration. Any party hereto may elect Employer and Employee agree that, to submit the extent permitted by law and to the extent that the enforceability of this Agreement is not thereby impaired, any dispute hereunder that has an amount in controversy in excess and all disputes, controversies or claims between Employee and Employer, except disputes concerning the use or disclosure of $250,000 to arbitration hereunder. Any such arbitration trade secrets, proprietary and/or confidential information, or otherwise arising under Section 12 hereof, shall be conducted determined exclusively by final and binding arbitration in Bostonthe County of San Francisco, Massachusetts California, in accordance with the Commercial Arbitration Rules employment rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute in effect. The controversy or claim shall be bindingsubmitted to three arbitrators, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees one of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment whom shall be sent in writing chosen by each party to the otherEmployer, one of whom shall be chosen by Employee, and the third of whom shall be chosen by the two arbitrators so appointedselected. The party desiring arbitration shall give written notice to the other party of its desire to arbitrate the particular matter in question, in naming the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitratorselected by it. If either the Seller or the Purchaser other party shall fail to appoint an arbitrator, as aforesaid, for within a period of ten (10) 15 days after written such notice from shall have been given to reply in writing naming the other party to make such appointmentarbitrator selected by it, then the arbitrator appointed by party not in default may apply to the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after American Arbitration Association for the appointment of the second arbitrator. If the two arbitrators chosen as above shall fail within 15 days after their selection to agree upon a third arbitrator, then such third arbitrator shall be appointed by either party may apply to the American Arbitration Association from its qualified panel for the appointment of arbitrators, and an arbitrator to fill the place so remaining vacant. Employer shall be a person having at least ten (10) years’ recent professional experience as to pay the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesso selected. The decision of any two of the arbitrators shall be rendered within thirty (30) days after appointment final and binding upon the parties hereto and shall be delivered in writing signed in triplicate by the concurring arbitrators to each of the third arbitratorparties hereto. Such decision The parties agree that both parties will be allowed to engage in adequate discovery consistent with the nature of the claims in dispute. The arbitrators shall be have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrators shall have discretion to award monetary and other damages, or no damages, and to fashion such other relief as the arbitrators deem appropriate. The arbitrators also shall have discretion to award the prevailing party reasonable costs and attorneys’ fees incurred in writing and in duplicatebringing or defending an action under this Section 18, one counterpart thereof to be delivered to as permitted by applicable law. Judgment on the Seller and one to award rendered by the Purchaser. A judgment of a court of competent jurisdiction arbitrators may be entered upon in any court having jurisdiction. Nothing in this Section 18 shall limit the award Employer’s ability to seek injunctive relief for any violation of the arbitrators Employee’s obligations concerning nondisclosure, loyalty and nonsolicitation as set forth in accordance Section 12 hereof. Any such injunctive relief proceeding shall be without prejudice to any rights Employer or Employee may have under this Agreement to obtain relief in arbitration with the rules and statutes applicable thereto then obtainingrespect to such matters.

Arbitration. Any party hereto The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller Landlord, on the one hand, and the Purchaser Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantors shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserGuarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserGuarantors. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto The Landlord or the Guarantor may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller Landlord and the Purchaser Guarantor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantor shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserGuarantor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller applicable Landlord and one to the PurchaserGuarantor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Landlord and the Guarantor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, the Landlord and the Guarantor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect If the employee and the Union wish to submit any dispute hereunder that has an amount request arbitration, they shall do so in controversy in excess of $250,000 writing no later than thirty (30) business days from the pre-arbitration conference. Controversies referred to arbitration hereunder. Any such arbitration shall be conducted in Bostonlimited to those concerning compliance with the terms of this Agreement by the University and the Union. The parties shall attempt to select an Arbitrator on an AD HOC basis. In the event the parties are unable to mutually agree upon an Arbitrator, Massachusetts the moving party shall then submit the matter to the American Arbitration Association. Grievances shall be heard in accordance with the Commercial Arbitration Rules published rules of the American Arbitration Association then pertaining Association. Upon the selection of an arbitrator, the Union will accept a hearing date within six (6) months from the date the request for arbitration was filed, if provided by the arbitrator. Failure of the Union to meet any of these guidelines will result in the grievance being considered permanently settled. The arbitrator shall have no power to add to, or subtract from, or modify any of the terms of this Agreement, nor shall the arbitrator substitute his/her discretion for that of the University or the Union, nor shall the arbitrator exercise any responsibility or function of the University or the Union. The arbitrator's decision shall be final and binding on the parties, and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days rendered after the appointment conclusion of testimony and argument. Expenses for the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator 's services and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between by the Seller University and Union except those expenses associated with compensating the Purchaser, unless the arbitrators decide otherwiserepresentatives and witnesses. The fees Local Union President and/or Chief Xxxxxxx shall suffer no loss of respective counsel engaged by pay for attending the partiesarbitration hearing, but in no situation will the Local Union President and/or Chief Xxxxxxx be compensated for more than eight (8) hours at straight-time on the date of the hearing. Witnesses, including the grievant(s), shall not suffer a loss of pay if they testify during their scheduled work hours. If either party desires a record of the proceedings, it may obtain same at its own expense, and a copy must be provided to the other party. There shall be no appeal from an arbitrator's decision. Each such decision shall be final and binding upon the Union and its members, the employee or employees involved, and the fees University. The Union will discourage any attempt of expert its members and will not encourage or cooperate with any of its members in any appeal to any Court or Labor Board from a decision of any arbitrator. The above in no way precludes the possibility of representatives of the University or the Union meeting and arriving at mutually agreed-upon binding decisions prior to arbitration. The parties agree that the University will not alter schedules for the purpose of avoiding to pay witnesses and other witnesses called grievants for by attending an arbitration hearing. Likewise, the parties, shall be paid by University will not alter schedules for the respective party engaging such counsel or calling or engaging such witnessespurpose of avoiding the work schedule differential. The decision parties agree that although the University retains the right to assign witnesses and grievants to perform the duties of their position while they are not testifying in an arbitration hearing, the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof University does not intend to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance interfere with the rules and statutes applicable thereto then obtainingUnion’s ability to use witnesses.

Arbitration. Any party hereto may elect 19.1 It is the intention of the Reinsurer and the Ceding Company that the customs and practices of the life insurance and reinsurance industry will be given full effect in the operation and interpretation of this Agreement. The parties agree to submit act in all matters with the highest good faith. However, if the Reinsurer and the Ceding Company cannot mutually resolve a dispute that arises out of or relates to this Agreement, and the dispute cannot be resolved through the dispute resolution process described in Article 18 − Dispute Resolution, the dispute will be decided through arbitration as a precedent to any dispute hereunder that has an amount in controversy in excess right of $250,000 to arbitration action hereunder. Any such arbitration shall To initiate arbitration, either the Ceding Company or the Reinsurer will notify the other party in writing of its desire to arbitrate, stating the nature of its dispute and the remedy sought. The party to which the notice is sent will respond to the notification in writing within fifteen (15) days of its receipt. There will be conducted in Bostonthree arbitrators who will be current or former officers of life insurance or life reinsurance companies other than the parties to this Agreement, Massachusetts in accordance with the Commercial Arbitration Rules their affiliates or subsidiaries. Each of the American Arbitration Association then pertaining and the decision parties will appoint one of the arbitrators with respect and these two arbitrators will select the third. If either party refuses or neglects to such dispute shall be binding, final and conclusive on appoint an arbitrator within sixty (60) days of the parties. In initiation of the event any party hereto shall elect to submit any such dispute to arbitration hereunderarbitration, the Seller and other party may appoint the Purchaser shall each appoint and pay all fees of second arbitrator. If the two arbitrators do not agree on a fit and impartial person as third arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees appointment of the third arbitrator will be left to the XXXXX-U.S (the XXXX Reinsurance & Insurance Arbitration Society). Once chosen, the arbitrators are empowered to select the site of the arbitration and decide all substantive and procedural issues by a majority of votes. As soon as possible, the arbitrators will establish arbitration procedures as warranted by the facts and issues of the particular case. The arbitrators will have the power to determine all procedural rules of the arbitration including but not limited to inspection of documents, examination of witnesses and any other matter relating to the conduct of the arbitration. The arbitrators may consider any relevant evidence; they will weigh the evidence and consider any objections. Each party may examine any witnesses who testify at the arbitration hearing. The arbitrators will base their decision on the terms and conditions of this Agreement and the expenses incident to customs and practices of the proceedings shall be borne equally between life insurance and reinsurance industries rather than on strict interpretation of the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesseslaw. The decision of the arbitrators shall will be rendered within thirty (30) days after appointment made by majority rule and will be submitted in writing. The decision will be final and binding on both parties and there will be no appeal from the decision. Either party to the arbitration may petition any court having jurisdiction over the parties to reduce the decision to judgment. Unless the arbitrators decide otherwise, each party will bear the expense of its own arbitration activities, including its appointed arbitrator and any outside attorney and witness fees. The parties will jointly and equally bear the expense of the third arbitrator. Such decision shall be in writing arbitrator and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award other costs of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration.

Arbitration. Any In the event of any disputes, claims or controversies arising out of or relating to this Agreement, either party hereto may elect give written notice to submit any the other party setting forth the nature of such dispute hereunder that has ("Dispute Notice"). The parties shall meet and confer to discuss the dispute in good faith within five days of the other party's receipt of a Dispute Notice in an amount in controversy in excess of $250,000 attempt to arbitration hereunderresolve the dispute informally among the parties. The parties shall meet at such date(s) and time(s) as are mutually convenient and shall have 10 business days to resolve the dispute. Any such arbitration and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by the parties' mutual agreement shall be conducted in Boston, Massachusetts resolved by final and binding arbitration as the exclusive remedy in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining and in effect at the decision time arbitration is initiated or another professional dispute-resolution organization mutually acceptable to the parties (the "Arbitration Organization"). Unless otherwise agreed by the Parties, any arbitration session under this Section 17(e) will be held at the Arbitration Organization's office in Wilmington, Delaware. BY SIGNING THIS AGREEMENT, EACH PARTY AGREES THAT IT IS GIVING UP ITS RIGHT TO FILE A LAWSUIT IN A COURT OF LAW AND TO HAVE ITS CASE HEARD BY A JUDGE AND/OR JURY. For disputes in an amount under $100,000, the parties shall, within 10 business days of the arbitrators with respect to such dispute shall be bindingtermination of informal discussions, final and conclusive on the partiesmutually agree upon an arbitrator. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as The selected arbitrator with at least ten (10) years’ recent professional must have experience in the general subject matter for-profit education industry. If the parties cannot agree upon an arbitrator within the stated time period, the parties may request that an arbitrator be appointed for them by the Arbitration Organization. This arbitrator will serve as the arbitrator for all future disputes in an amount under $100,000 for the following 12 months. For disputes in an amount of $100,000 or more, the parties shall meet with a mediator within 10 business days of the disputetermination of informal discussions. Notice If within 10 business days of such appointment first meeting the parties cannot resolve the dispute through mediation, the parties shall be sent in writing by each proceed to arbitration. Each party shall have 10 business days to the other, and the select one arbitrator on their own behalf. The selected arbitrators so appointed, must have experience in the event of their failure to agree within thirty (30) for-profit education industry. Within five business days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment selection of the second arbitrator, then such the selected arbitrators will nominate a neutral and impartial third arbitrator arbitrator, who has experience in the for-profit education industry. This board of arbitrators shall serve as the arbitrators for all future disputes in an amount of $100,000 or over for the following 12 months. The arbitrator's award shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the binding on all parties, and neither party shall have any right to contest or appeal the fees of expert witnesses and other witnesses called for arbitrator's award except on the grounds expressly provided by the parties, United States Arbitration Act. The parties will separately bear their own costs and expenses (including legal fees) of participating in the arbitration process. Responsibility for the arbitrator's fees and expenses shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision determined as part of the arbitrators arbitrator's award. Notwithstanding the forgoing, ACS shall not be rendered within thirty (30) days after appointment required to arbitrate a dispute involving the non-payment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingundisputed fees or charges.

Arbitration. Any party hereto may elect to submit any dispute hereunder 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 has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such the arbitration shall be conducted in Bostonat 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, Massachusetts in accordance with to the Commercial Arbitration Rules extent necessary to establish a claim or defense to a claim, subject to supervision by the arbitrator. The determination of the American Arbitration Association then pertaining arbitrator shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the decision of Corporation or as the arbitrators with respect to such dispute arbitrator shall be binding, final and conclusive on the partiesotherwise equitably determine. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller services of an arbitrator are required and if the Purchaser shall each appoint Executive and pay all fees of a fit and impartial person as arbitrator with at least ten Corporation are unable within five (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (305) days after the appointment of the second arbitrator determining such services are required to agree upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint identity of an arbitrator, as aforesaid, for a period of within ten (10) days after written notice from thereafter the other party to make such appointment, then the arbitrator appointed by the party having made such appointment Executive and Corporation shall appoint a second each select an arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrators shall select by mutual agreement an arbitrator. If such arbitrators fail either party fails to agree upon a third arbitrator within forty five (45) days after select an arbitrator, then the appointment of other party shall select the second arbitrator, then such third and an arbitrator shall be appointed selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the those arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered mutually agree upon the award selection of an arbitrator who will be the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitrator.

Arbitration. Any party hereto may elect controversy or claim arising out of or relating to submit this Guaranty Agreement, or any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration alleged breach thereof, shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of determined by arbitration administered by the American Arbitration Association then pertaining 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 decision 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 arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesNotice of Arbitration. In the event any party hereto shall elect of the Respondent’s failure to submit any such dispute to arbitration hereunderappoint its arbitrator within that 30-day period, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third Respondent’s arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and Association. The third arbitrator shall be a person having at least ten (10) years’ recent professional experience as appointed by the two arbitrators of the parties within 30 days of the appointment of the latter of the two. If the two arbitrators fail to the subject matter in question. The fees of appoint the third arbitrator and within that 30-day period, then the expenses incident to the proceedings American Arbitration Association shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of appoint the third arbitrator. Such decision The place of arbitration shall be New York, New York. The arbitration shall be final, binding on the parties, not subject to any appeal, shall deal with the question of costs of arbitration and all matters related thereto, and shall award PG&E any reasonable attorneys’ fees and all other costs and expenses incurred by PG&E in writing enforcing this Guaranty. The language of the arbitration shall be English, and the arbitration award shall be written in duplicate, one counterpart thereof to be delivered to English. The arbitration panel shall decide in law and not as "amiables compositeurs" or ex aequo et xxxx. Judgment upon the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award rendered may be entered upon in any court having jurisdiction or application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be. Each of the arbitrators parties hereto agrees that any legal suit, action or proceeding brought by any party to this Guaranty Agreement to enforce an award or an order of enforcement, or otherwise relating to any arbitration hereunder, may be instituted in accordance with 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 rules laying of venue of any such proceedings, and statutes applicable thereto then obtainingirrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding, waiving any objection or defense based on jurisdiction, venue or inconvenient forum.

Arbitration. Any party hereto may elect to submit Except as provided in paragraph 16(b)(1) any dispute hereunder that has an amount or controversy of any kind arising under or in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration connection with this Agreement shall be conducted settled exclusively by binding arbitration in BostonPortland, Massachusetts Oregon, in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as in effect by an arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing selected by each party to the other, and the arbitrators so appointed, in the event of their failure to agree both parties within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from either party has notified the other in writing that it desires a dispute between them to be settled by arbitration. In the event the parties cannot agree on such arbitrator within such ten (10) day period, each party shall select an arbitrator and inform the other party to make in writing of such appointment, then arbitrator's name and address within five (5) days after the arbitrator appointed by the party having made end of such appointment shall appoint a second arbitrator ten (10) day period and the two arbitrators so selected shall select a third arbitrator within fifteen (215) so appointed shalldays thereafter; provided, however, that in the event of their a failure by either party to agree upon any decision select an arbitrator and notify the other party of such selection within thirty (30) days thereafterthe time period provided above, appoint a third arbitrator. If such arbitrators fail to agree upon a third the arbitrator within forty five (45) days after selected by the appointment other party shall be the sole arbitrator of the second arbitratordispute. Each party shall pay his or its own attorneys fee and expenses associated with such arbitration, then including the expense of any arbitrator selected by such third arbitrator shall be appointed by party and the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to Company will pay the subject matter in question. The fees expenses of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesjointly selected arbitrator. The decision of the arbitrator or a majority of the panel of arbitrators shall be rendered within thirty (30) days after appointment of binding upon the third arbitrator. Such parties and judgment in accordance with that decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingany court having jurisdiction there over. Punitive damages shall not be awarded. BY AGREEING TO SUBMIT A DISPUTE OR CONTROVERSY TO ARBITRATION, THE PARTIES UNDERSTAND THAT THEY WILL NOT ENJOY THE BENEFITS OF A JURY TRIAL. ACCORDINGLY, THE PARTIES HERETO EXPRESSLY AGREE TO WAIVE THE RIGHT TO A JURY TRIAL.

Arbitration. Any party hereto may elect and all Arbitrable Disputes (except to submit any the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute hereunder that has of an amount equal to or greater than $1,000,000 or non-monetary relief, three arbitrators, and in controversy the case of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, one arbitrator, in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 22 and the decision Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 22 shall control the rights and obligations of the arbitrators with respect to Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such dispute shall limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be binding, final and conclusive initiated by a Party (“Claimant”) serving written notice on the partiesother Party (“Respondent”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. In Claimant’s notice initiating binding arbitration must identify the event arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any party hereto reason to name an arbitrator within the 30-day period, Claimant shall elect to submit any such dispute to arbitration hereunder, petition the Seller and the Purchaser shall each appoint and pay all fees American Arbitration Association for appointment of a fit and impartial person as an arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the disputefor Respondent’s account. Notice of such appointment shall be sent in writing by each party to the other, and the The two arbitrators so appointed, in the event of their failure to agree chosen shall select a third arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedhas been appointed, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shalland, in the event of their failure to agree upon any decision within thirty (30) days thereafteran Arbitrable Dispute involving a dispute of an amount less than $1,000,000, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by act as the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiessole arbitrator, and the fees sole role of expert witnesses the first two arbitrators shall be to appoint such third arbitrator. Claimant shall pay the compensation and other witnesses called expenses of the arbitrator named by or for it, and Respondent shall pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the partiesappointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent shall each pay one-half of the respective party engaging such counsel compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or calling employees of the Operator, the Company or engaging such witnessesany of their Affiliates and (b) have not less than seven (7) years’ experience in the energy industry. The decision of the arbitrators hearing shall be rendered conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after appointment the selection of the third arbitrator. Such decision The Company, the Operator and the arbitrators shall be in writing proceed diligently and in duplicate, one counterpart thereof to be delivered to good faith in order that the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award may be entered upon made as promptly as possible. Except as provided in the award Federal Arbitration Act, the decision of the arbitrators shall be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Article 5 that the rules and statutes applicable thereto then obtainingCompany has not objected to within one hundred twenty (120) days of receipt thereof.

Arbitration. Any party hereto may elect In the event that any parties are unable to submit resolve ----------- any dispute hereunder that has an amount in controversy in excess of $250,000 related to arbitration or arising under the Transactions contemplated hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to exclusive method for resolving such dispute shall be binding, final nonappealable arbitration in Irvine, California initiated by a party by a written notice to the other party demanding arbitration and conclusive on specifying the partiesclaim to be arbitrated. In Such arbitration shall be conducted pursuant to the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter Expedited Procedures of the disputeCommercial Arbitration Rule (the "Rules") of the American Arbitration Association ("AAA), with the following modifications. Notice The party initiating the arbitration (the "Claimant") shall appoint its arbitrator in its request for arbitration (the "Request"). The other party (the "Respondent") shall appoint its arbitrator within 15 Business Days of receipt of the Request and shall notify the Claimant of such appointment shall be sent in writing by each party writing. If the Respondent fails to appoint an arbitrator within such 15 Business Day period, the other, and the arbitrators so appointed, arbitrator named in the event Request shall decide the controversy or claim as a sole arbitrator. Otherwise, the two arbitrators appointed by the parties shall appoint a third arbitrator within 15 Business Days after the Respondent has notified Claimant of their failure to agree within thirty (30) days after the appointment of the second Respondent's arbitrator. When the third arbitrator upon has accepted the matter appointment, the two party-appointed arbitrators shall promptly notify the parties of such appointment. If the two arbitrators appointed by the parties fail or are unable to so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed made by the American Arbitration Association from its qualified panel AAA, which shall promptly notify the parties of arbitratorsthe appointment. The third arbitrator shall act as chairperson of the panel. Upon appointment of the third arbitrator, the arbitrators shall proceed to commence and conduct all proceedings promptly and in accordance with the Rules. The arbitral award shall be in writing and shall be a person having at least ten (10) years’ recent professional experience as final and binding on the parties to the subject matter in questionarbitration. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller instructed to award costs, including reasonable attorneys' fees and the Purchaserdisbursements, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, which shall be paid by the respective party engaging such counsel or calling or engaging such witnessesagainst whom the award is entered. The decision of Judgment upon the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award may be entered upon by any court having jurisdiction thereof or having jurisdiction over the award parties or their assets, without review of the arbitrators in accordance with merits of the rules and statutes applicable thereto then obtainingaward.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount and all disputes or claims arising during the course of employment, or arising out of the termination of employment, or arising in controversy in excess the interpretation of $250,000 to arbitration hereunder. Any such arbitration this Agreement, between Employee and Company which cannot be resolved through good faith negotiation, shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules provisions of this Section by mandatory arbitration, provided, however, that the arbitration requirement shall not apply to Company seeking damages or injunctive relief described in Exhibit 1 - Section 9(c), if such relief is available under applicable law. Except as otherwise provided in this Agreement, if any controversy should arise between the Parties in as a result of Employee's employment relationship with Company, or the performance, interpretation or application of this Agreement, either Party may serve upon the other a written notice stating that such Party desires to have such controversy reviewed by a board of three arbitrators and naming the person whom such Party has designated to act as an arbitrator. Within 10 days after receipt of such notice, the other Party shall designate an individual to act as arbitrator and shall notify the Party requesting arbitration of such designation and the name of the individual so designated. The two arbitrators so designated shall promptly select a third arbitrator, and if they are not able to agree on such third arbitrator within 10 days, then either arbitrator, on 10 days notice in writing to the other, or both arbitrators, shall apply to the American Arbitration Association then pertaining to designate and the decision of the arbitrators with respect to appoint such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser Party upon whom a written request for arbitration is served shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) designate its arbitrator within 10 days after written notice from the other party to make receipt of such appointmentnotice, then the arbitrator appointed designated by the party having made such appointment Party requesting arbitration shall appoint a second act as the sole arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as deemed to be the subject matter in questionsingle, mutually approved arbitrator to resolve such controversy. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the PurchaserAll documents, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiestestimony, and the fees of expert witnesses records relating to any such arbitration will be maintained in secrecy and other witnesses called will be available for inspection by the partiesCompany, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be Employee and their representative attorneys and experts, who will agree, in writing advance and in duplicatewriting, one counterpart thereof to be delivered to the Seller receive and one to the Purchaser. A judgment of a court of competent jurisdiction maintain all such information in secrecy, except as may be entered upon the award of the arbitrators limited by them in accordance with the rules and statutes applicable thereto then obtainingwriting.

Arbitration. Any party hereto may elect An arbitration proceeding initiated by either Party under this Contract with respect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall controversy, claim, dispute, difference or misunderstanding will be conducted in BostonKansas City, Massachusetts Missouri in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining AAA, except that, at the request of either Party, a stenographic transcript of the testimony and proceedings will be taken and the arbitrators will base their decision upon the records and briefs of the arbitrators with respect to such dispute shall Parties. Such arbitration will be bindinginitiated by either Party by notifying the other Party in writing and will be settled before three (3) impartial arbitrators, final and conclusive on one of whom will be named by the parties. In Owner, one by the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller Vendor and the Purchaser shall each appoint third by the two arbitrators appointed by the Owner and pay all fees the Vendor, respectively. All of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional the named arbitrators will have significant experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitratorwireless telecommunications industry. If either the Seller Owner or the Purchaser shall fail Vendor fails to appoint select an arbitrator, as aforesaid, for a period of arbitrator within ten (10) days after written notice from has been given of the initiation of the arbitration, the officer in charge of the Kansas City, Missouri office of the AAA will have the right to appoint the other party arbitrator, and the two arbitrators thus chosen will then select the third arbitrator. Except as the Parties may otherwise mutually agree, the arbitration hearings will commence within fifteen (15) Business Days after a Party's initiation of the arbitration. The Federal Rules of Evidence will apply and reasonable discovery, including depositions, will be permitted. Discovery issues will be decided by the arbitrators and post-hearing briefs will be permitted. The arbitrators will render a decision within ten (10) days after the conclusion of the hearing(s) and submission of post-hearing briefs and a written opinion setting forth findings of fact and conclusions of law will be made available to make such appointmentthe Parties within that time period. The decision of the majority of the arbitrators regarding the matter submitted will be final and binding upon the Parties. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each Party will pay for the services and expenses of the arbitrator appointed by it, then its witnesses and attorneys, and all other costs incurred in connection with the arbitration (including, without limitation, the cost of the services and expenses of the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall Parties) will be a person having at least ten (10) years’ recent professional experience as to paid in equal part by the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the PurchaserParties, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision award will specify a different division of the arbitrators shall be rendered within thirty (30) days after appointment costs. Unless otherwise specifically stated in this Contract, during the pendency of any arbitration proceedings, the third arbitrator. Such decision shall be Parties agree to continue to perform their obligations hereunder in writing and in duplicate, one counterpart thereof to be delivered the same manner as prior to the Seller and one to the Purchaser. A judgment institution of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration proceedings.

Arbitration. Any party hereto Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. Landlord and Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect Except as otherwise provided in this LTA and without prejudice to submit Article 15/18 of the Gas Act of 12 April 1965, the Parties agree that arbitration shall be the sole means for resolution of disputes arising out of this LTA. If any dispute hereunder that arises between Shipper and Terminal Operator in relation to or in connection with this LTA, or in connection with the interpretation, performance or non-performance hereof, including any question regarding its existence, validity or termination, or regarding a breach thereof (a “Dispute”), Shipper and Terminal Operator shall promptly discuss such Dispute in an attempt to resolve such Dispute amicably through negotiations. If such Dispute has an amount not been resolved at the latest within sixty (60) Days after either Party has notified the other in controversy in excess writing of $250,000 the existence of the Dispute, then either Shipper or Terminal Operator may, by notice to arbitration hereunderthe other, refer the Dispute to be finally settled by arbitration. Any such Such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules rules of arbitration of the American Arbitration Association then pertaining International Chamber of Commerce prevailing and in effect as at the decision of date either Party refers the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute Dispute to arbitration hereunder, the Seller and the Purchaser by three (3) arbitrators. The claiming Party shall each appoint and pay all fees of a fit and impartial person as qualified arbitrator with at least within ten (10) years’ recent professional experience in the general subject matter Days of the disputerespondent’s receipt of the notice of arbitration upon which the responding Party shall appoint its arbitrator. Notice of such appointment shall be sent in writing by each party to the other, and the The two arbitrators so appointed, in the event of their failure to agree appointed shall within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event Days of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, appoint a third arbitrator, who shall act as the presiding arbitrator. Should an arbitrator fail to be so appointed, then such third arbitrator shall will be appointed by in accordance with the American Arbitration Association from its qualified panel Rules. The place of arbitratorsthe arbitration will be Paris, France. The language of the arbitration will be English. The arbitrators shall apply the governing law to the interpretation of this LTA, without reference to the conflict of law provisions thereof. The Parties waive any defence based on sovereign immunity to arbitration, immunity to judicial proceedings to enforce or to aid any such arbitration, and shall be a person having at least ten (10) years’ recent professional experience as immunity to the subject matter in question. The fees enforcement and execution of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees award or of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesany judgment entered thereon. The decision of the arbitrators arbitration panel shall include a statement of the reasons for such decision and shall be rendered within thirty (30) days after appointment final and binding on the Parties and enforceable in accordance with the rules of the third arbitratorNew York Convention of 1958 on the recognition and enforcement of foreign arbitral awards. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered Judgement upon the award of the arbitrators may be entered in accordance with any court or other authority having jurisdiction or application may be made to said courts or other authority for a judicial acceptance of the rules award and statutes applicable thereto then obtainingan order of enforcement, as the case may be.

Arbitration. Any party hereto The Secured Parties or the Pledgor may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto the Secured Parties or the Pledgor shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Parties and the Purchaser Pledgor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Parties or the Purchaser Pledgor shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Parties and the PurchaserPledgor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Parties and one to the PurchaserPledgor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Secured Parties and the Pledgor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, the Secured Parties and the Pledgor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect to submit any dispute hereunder Except as provided in Section 19 hereof, in the event that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration there shall be conducted a dispute among the parties arising out of or relating to this Restricted Unit Agreement, or the breach thereof, the parties agree that such dispute shall be resolved by final and binding arbitration in BostonNewark, Massachusetts in accordance with the Commercial Arbitration Rules of New Jersey, administered by the American Arbitration Association then pertaining and (the decision “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees Federal Rules of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party Civil Procedure relating to the otherProduction of Evidence, and the parties agree that the arbitrators so appointedmay impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If the Participant, in on the event of their failure to one hand, and the Company, on the other hand, do not agree on the arbitrator within thirty fifteen (3015) days after a party requests arbitration, the appointment arbitrator shall be selected by the Executive and the Company from a list of the second arbitrator upon the matter so submitted, five (5) potential arbitrators provided by AAA. Such list shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of be provided within ten (10) days after written notice of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party to make such appointmentshall delete one name from the list. This process shall then be repeated in the same order, then and the arbitrator appointed by last remaining person on the party having made such appointment list shall appoint a second arbitrator and be the arbitrator. This selection process shall take place within the two (2) so appointed shall, business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the event of their failure to agree upon any decision arbitration proceedings shall commence within thirty twenty (3020) days thereafter, appoint a third arbitratorof the selection of the arbitrator or as soon thereafter as the arbitrator is available. If such arbitrators fail to agree upon a third The arbitrator shall deliver his or her opinion within forty five twenty (4520) days after the appointment completion of the second arbitration hearings. The arbitrator, then such third arbitrator ’s decision shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by binding upon the parties, and the fees of expert witnesses may be entered and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be enforced in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon the award by either of the arbitrators in accordance with parties. The arbitrator shall have the rules power to grant temporary, preliminary and statutes applicable thereto then obtainingpermanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this Agreement, the arbitrator’s fees and expenses shall be shared equally by the parties.

Arbitration. Any party hereto The Secured Parties or the Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto the Secured Parties or the Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Parties and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Parties or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Parties and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Parties and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Secured Parties and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, the Secured Parties and the Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect dispute, controversy or claim arising out of or relating to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration this Agreement shall be conducted in Boston, Massachusetts finally resolved by arbitration in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining obtaining. Unless otherwise agreed in writing by the Parties hereto, the arbitral panel shall consist of three (3) arbitrators, one to be appointed by each Party and the decision of third to be appointed by the two arbitrators with respect to such dispute shall be binding, final and conclusive on appointed by the partiesParties. In the event any party hereto shall elect that a Party fails to submit appoint an arbitrator within fifteen (15) days after any such dispute dispute, controversy or claim has been referred to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointedthen, in such event, the other Party may request the American Arbitration Association to appoint an arbitrator for the Party failing to make such appointment. In the event of their failure to agree that the third arbitrator has not been appointed within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedany such dispute, shall appoint a third arbitrator. If either the Seller controversy or the Purchaser shall fail claim has been referred to appoint an arbitratorarbitration hereunder, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shallthen, in the event of their failure to agree upon any decision within thirty (30) days thereaftersuch event, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by either Party may request the American Arbitration Association from its qualified to appoint such third arbitrator. The arbitration proceedings, all documents submitted therein and the award of the arbitral panel of arbitratorsshall be in the English language, and all members of the arbitral panel shall be a person having at least ten (10) years’ recent professional experience as to the subject matter fluent in questionEnglish. The fees of the third arbitrator and the expenses incident to the arbitration proceedings shall be borne equally between held in New York, New York, the Seller and the Purchaser, unless the arbitrators decide otherwiseUnited States of America. The fees arbitral panel shall apply the rules of respective counsel engaged procedure applicable to 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 parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesParty. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision arbitral award shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaserarbitral panel shall provide written reason for its award. A judgment of a court of competent jurisdiction may be entered upon the The award of the arbitrators arbitral panel shall be final and binding upon the Parties. 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 accordance with any action or proceeding relating in any way to this Agreement shall be conclusive and may be enforced, to the rules and statutes extent permitted by applicable thereto then obtaininglaw, 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.

Arbitration. Any party hereto The Landlord or the Guarantor may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto the Landlord or the Guarantor shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Guarantor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantor shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserGuarantor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Sublandlord and one to the PurchaserSubtenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Landlord and the Guarantor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, the Landlord and the Guarantor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrators may elect to submit be entered in any dispute hereunder that has an amount in controversy in excess court having jurisdiction thereof. The place of $250,000 to arbitration hereunder. Any such arbitration shall be Houston, Texas, and the hearings shall be conducted in BostonHouston, Massachusetts Texas. If the claim in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute demand for arbitration is less than $1 million, there shall be bindingone (1) arbitrator; otherwise, final and conclusive on the partiesthere shall be three (3) arbitrators. In the event any party hereto shall elect to submit any such dispute to arbitration hereundercase of one (1) arbitrator, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing jointly appointed by each party to the other, and the arbitrators so appointed, in the event of their failure to agree Parties within thirty (30) days after the appointment of the second arbitrator upon filing of the matter so submitteddemand for arbitration. In the case of three (3) arbitrators, one shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator be appointed by the party having made such appointment shall appoint a second arbitrator and the two (2claimant(s) so appointed shall, in the event of their failure to agree upon any decision demand for arbitration, the second appointed by the respondent(s) within thirty (30) days thereafterof receipt of the demand for arbitration, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator and the third, who shall act as chairman of the arbitral tribunal, appointed by the Parties within forty five thirty (4530) days after of the appointment of the second arbitrator. If any arbitrators are not appointed within these time periods, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel shall make the appointment(s). All arbitrators must (a) be neutral parties who have never been officers, directors or employees of arbitratorsany Partnership Group Member, Development, Admin or their respective Affiliates and (b) have not less than seven years’ experience in the energy industry. An arbitral tribunal constituted under this agreement may, unless consolidation would prejudice the rights of any Party, consolidate an arbitration hereunder with arbitration under the Omnibus Agreement if the arbitration proceedings raise common questions of law or fact. If two or more arbitral tribunals under these agreements issue consolidation orders, the order issued first shall prevail. The award shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees made within twelve months of the third arbitrator and filing of the expenses incident notice of intention to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesarbitrate (demand), and the fees of expert witnesses and other witnesses called for arbitrators shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the partiesarbitrators for good cause shown, shall be paid or by mutual agreement of the respective party engaging such counsel or calling or engaging such witnessesParties. The decision arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The award of the arbitrators shall be rendered within thirty (30) days after appointment accompanied by a reasoned opinion. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the third arbitratorother Parties. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.[Signature page follows]

Arbitration. Any All arbitrators appointed by or on behalf of either party hereto may elect or appointed pursuant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the provisions hereof shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules MAI members of the American Arbitration Association Institute of Real Estate Appraisers with not less than ten (10) years of experience in the appraisal of improved commercial and industrial real estate in the Riverside, California area and be devoting a substantial amount of time to professional appraisal work at the time of appointment and be in all respects impartial and disinterested. If the parties are unable to agree upon the Fair Market Base Rent during the Initial Rent Determination Period, then pertaining within fifteen (15) days after termination of the Initial Rent Determination Period, each party shall deliver to the other party a notice specifying the name, address and professional qualifications of the person designated to act as arbitrator on its behalf. The two (2) arbitrators so selected shall select a third arbitrator no later than thirty (30) days after the Initial Rent Determination Period. If the party receiving a request for arbitration fails to appoint its arbitrator within the time above specified, or if the two (2) arbitrators so selected cannot agree on the selection of the third arbitrator within the time above specified, then either party, on behalf of both parties, may request such appointment of such second or third arbitrator, as the case may be, by application to any Judge of the District Court of the County of Riverside, State of California, upon ten (10) days prior written notice to the other party of such intent. The decision of the arbitrators with respect to such dispute so chosen shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees given within a period of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a such third arbitrator. If either the Seller The arbitrators so selected shall have all rights and power conferred on him or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed her by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event California Code of their failure to agree upon Civil Procedure Sections 1280 et seq. or any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitratorssuccessor statute or law, and shall be a person having at least ten (10) years’ recent professional experience except as to otherwise provided for herein, the subject matter in question. The fees of the third arbitrator and the expenses incident to the arbitration proceedings shall be borne equally between carried on and governed by such statute. No discovery shall be permitted by the Seller Landlord and Tenant in the Purchaser, unless arbitration except that all parties shall make available to the arbitrators decide otherwisesuch information as may be requested by such arbitrators. The fees Acting independently of respective counsel engaged by the partieseach other and without consultation with each other, and the fees each of expert witnesses and other witnesses called for by the partiessaid three arbitrators, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty sixty (3060) days after appointment of the third arbitratorappraiser, and his or her acceptance of such appointment, shall make their appraisal and submit to Landlord and Tenant a written report and appraisal setting forth the appraiser's opinion as to the fair market value of the Premises. The two appraisals of all of the appraisals reported by the three appraisers that are closest in amount shall be averaged (or if the appraisal is less than one of the other appraisals and more than the other appraisal by the same amount, all three appraisals shall be averaged). Such decision averaged amount shall be the Fair Market Rent of the Premises. All arbitrators appointed by or on behalf of either party or appointed by the Presiding Judge of the Superior Court of Riverside County, California as hereinafter provided, shall be in writing all respects impartial and in duplicate, one counterpart thereof to be delivered to disinterested. Each party shall pay the Seller fees and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award expenses of the arbitrators in accordance with arbitrator appointed by or on behalf of such party and the rules fees and statutes applicable thereto expenses of the third arbitrator shall be borne equally by both parties. Landlord and Tenant shall then obtainingexecute an amendment recognizing the Fair Market Rent for the Renewal Term and the fact Tenant shall pay ninety-five percent (95%) of such Fair Market Rent or the Basic Rent for the Previous Lease Year, whichever is greater.

Arbitration. Any party hereto The Secured Parties or any Pledgor may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event the Secured Parties or any party hereto Pledgor shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Parties and the Purchaser such Pledgor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Parties or the Purchaser Pledgor shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Parties and the PurchaserPledgor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Parties and one to the Purchaserapplicable Pledgor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Secured Parties and each Pledgor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, the Secured Parties and such Pledgor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. 17.1.1 Any party hereto may elect dispute or disagreement relating to submit any dispute hereunder this Agreement that has an amount is not settled to their mutual satisfaction within the applicable notice or cure periods provided in controversy this Agreement, shall, upon the demand for arbitration by either party, be settled by arbitration in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in BostonNew York, Massachusetts New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive in effect on the partiesdate that a party gives notice of its demand for arbitration under this Section 17.1. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the If Seller and Purchaser cannot agree on a single arbitrator within fifteen (15) days after the notice demanding arbitration is received by the receiving party, Seller and Purchaser shall each appoint select an arbitrator within the subsequent fifteen (15) day period and pay all fees of the two (2) arbitrators shall select a fit and impartial person as third arbitrator with at least within ten (10) years’ recent professional experience in days. If the general subject matter parties fail to appoint arbitrators or the arbitrators cannot agree on a third arbitrator, then either party may request that the American Arbitration Association shall select and appoint a neutral arbitrator who shall act as the sole arbitrator. The parties shall be entitled to submit expert testimony and/or written documentation on such arbitration proceeding. The decision of the dispute. Notice of such appointment arbitrator or arbitrators shall be sent in writing by each party to the otherfinal and binding upon Seller and Purchaser and shall include written findings of law and fact, and judgment may be obtained thereon by either Seller or Purchaser in a court of competent jurisdiction. Seller and Purchaser shall each bear the cost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, shall be shared equally by Seller and Purchaser unless the award otherwise provides. The arbitrator or arbitrators so appointed, in the event of their failure shall be instructed to agree establish procedures such that a decision can be rendered within thirty ninety (3090) days after the appointment of the second arbitrator upon the matter so submitted, or arbitrators. In no event shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed or arbitrators have the power to award any damages described in and limited by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator Section 9 which section shall be appointed by binding on the American Arbitration Association from its qualified panel arbitrator(s). This Section 17 shall not be construed to limit either party’s ability to recover under Section 10 with respect to claims of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging parties brought against such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparty.

Arbitration. Any party hereto The Landlord or the Subtenant Guarantors may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration submitted shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller Landlord and the Purchaser Subtenant Guarantors shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Subtenant Guarantors shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserSubtenant Guarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserSubtenant Guarantors. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Arbitration. Any party hereto The Secured Parties or the Pledgor may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto the Secured Parties or the Pledgor shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Parties and the Purchaser Pledgor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Parties or the Purchaser Pledgor shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Parties and the PurchaserPledgor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Parties and one to the PurchaserPledgor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Secured Parties and the Pledgor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, the Secured Parties and the Pledgor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto If the member-grievant is not satisfied with the answer in Step 3, within twenty-one (21) calendar days of receipt of the answer, the Union may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 appeal to arbitration hereunderby serving a notice of appeal on the Sheriff or his designee. Any such Unless the parties mutually agree to the selection of an arbitrator within seven (7) calendar days of receipt of intent to file under the grievance arbitration procedure, the Employer or the Union shall by letter, solicit seven (7) nominations of an arbitrator with a business addresses in Ohio to hear the case from the Federal Mediation and Conciliation Service. Upon receipt of the list, either party may reject the entire list and a new list will be requested. Within fourteen (14) calendar days of receipt of a list not rejected or the second list, each party shall alternatively strike names until one (1) remains. The name remaining will be the arbitrator. If for any reason the arbitrator selected is unavailable, a new list will be requested from F.M.C.S. and this same procedure will be followed. A date for arbitration shall be conducted in Boston, Massachusetts set as soon as possible in accordance with the Commercial Arbitration Rules wishes of the American Arbitration Association then pertaining Employer, the Union, and the decision availability of the arbitrators with respect Arbitrator. The parties may be represented by their representatives or legal counsel. Any witnesses who are necessary may attend the arbitrator’s hearing. Such representatives as are permitted in this Article may also attend this hearing. The arbitrator shall not have the authority to such dispute add to, subtract from, modify, change or alter any provision of the Agreement, nor add to or subtract from or modify the language therein arriving at his determination. The arbitrator shall expressly confine himself to the precise issues submitted for arbitration and shall have no authority to determine any other issues not so submitted to him. The arbitrator shall be bindingwithout authority to recommend any right or relief on an alleged grievance occurring at any time other than the contract period in which such rights originated. The arbitrator shall not establish any new or different wage rates not negotiated as part of this Agreement. In cases of discharge or suspension, final and conclusive on the partiesarbitrator shall have the authority to disaffirm entirely or other modification of said discipline. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderof a monetary award, the Seller arbitrator shall limit any retroactive settlement to no earlier time than the pay period prior to the date the grievance was presented to the Employer in Step 1 of the grievance procedure. The question of arbitrability of a grievance may be raised by either party before the arbitration hearing on the grounds that the matter is non-arbitrable or beyond the arbitrator’s jurisdiction. The first question to be placed before the arbitrator will be whether or not the alleged grievance is arbitrable. If the arbitrator determines the grievance is arbitrable, the alleged grievance will be heard on its merits before the same arbitrator. The arbitrator shall reduce his award to writing and state his reasons for reaching the decision. The decision of the arbitrator shall be final and binding upon the Union, the employee(s) and the Purchaser shall each appoint and pay all Employer. The fees of an arbitrator shall be borne by the losing party unless the arbitrator disaffirms a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter portion of the dispute. Notice disciplinary action whereupon the fees of such appointment the arbitrator shall be sent in writing by each party to divided equally between the otherparties. Expense, and the arbitrators so appointedif any, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, witnesses shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed be borne by the party having made such appointment shall appoint a second arbitrator and calling the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionwitness. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, court reporter shall be paid by the respective party engaging asking for one; such counsel or calling or engaging such witnesses. The decision of the arbitrators fees shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of split equally if both parties desire a court reporter’s recording, or request a copy of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingany transcript.

Arbitration. Any 37.01. Either party hereto may elect request arbitration of any matter in dispute which, pursuant to submit any the terms of this lease, expressly allows such dispute hereunder that has an amount to be resolved by arbitration, in controversy which case, except as provided to the contrary elsewhere in excess of $250,000 to arbitration hereunderthis lease, the following procedures shall apply. Any The party desiring such arbitration shall be conducted in Bostongive notice to the other party. If the parties shall not have agreed on a choice of an arbitrator within fifteen (15) days after the service of such notice, Massachusetts in accordance with then each party shall, within ten (10) days thereafter appoint an arbitrator, and advise the Commercial Arbitration Rules other party of the American Arbitration Association arbitrator so appointed. A third arbitrator shall, within ten (10) days following the appointment of the two (2) arbitrators, be appointed by the two arbitrators so appointed or by the AAA, if the two arbitrators are unable, within such ten (10) day period, to agree on the third arbitrator. If either party fails to appoint an arbitrator (the “Failing Party”), the other party shall provide an additional notice to the Failing Party requiring the Failing Party’s appointment of an arbitrator within five (5) Business Days after the Failing Party’s receipt thereof. If the Failing Party fails to notify the other party of the appointment of its arbitrator within such five (5) Business Day period, the appointment of the second arbitrator shall be made by the AAA in the same manner as hereinabove provided for the appointment of a third arbitrator in a case where the two arbitrators appointed hereunder are unable to agree upon such appointment. The three (3) arbitrators shall render a resolution of said dispute or make the determination in question. In the absence, failure, refusal or inability of the AAA to act within twenty (20) days, then pertaining either party, on behalf of both, may apply to a Justice of the Supreme Court of New York, New York County, for the appointment of the third arbitrator, and the decision of other party shall not raise any question as to the arbitrators with respect court’s full power and jurisdiction to such dispute shall be binding, final entertain the application and conclusive on make the partiesappointment. In the event of the absence, failure, refusal or inability of an arbitrator to act, a successor shall be appointed within ten (10) days as hereinbefore provided. Any arbitrator acting under this Article 37 in connection with any party hereto matter shall elect to submit any be experienced in the issue with which the arbitration is concerned and shall have been actively engaged in such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees field for a period of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in years before the general subject matter date of the dispute. Notice of such his appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second as arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaininghereunder.

Arbitration. Any party hereto Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. Landlord and Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto The Secured Parties or any Subtenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event the Secured Parties or any party hereto Subtenant shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Parties and the Purchaser such Subtenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Parties or the Purchaser such Subtenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Parties and the Purchasersuch Subtenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Parties and one to the PurchaserSubtenants. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Arbitration. Any party hereto may elect The Parties acknowledge and agree that the transactions contemplated herein substantially affect and impact interstate commerce. Therefore, all disputes or differences between Seller and Purchaser arising under or which are related to submit any dispute hereunder that has this Agreement (other than proceedings for the sole purpose of injunctive relief) upon which an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration amicable understanding cannot be reached within 30 days shall be conducted in Boston, Massachusetts settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association, except as hereinafter provided, and judgment upon the decision award entered by the Arbitrators (as defined below) may be entered in any court having jurisdiction thereof. The Arbitrators provided for herein shall construe this Agreement in light of the arbitrators with respect to such dispute prevailing custom and practices for acquisition transactions of a similar nature. The "Arbitrators" shall consist of one neutral arbitrator (or as provided below, three neutral arbitrators). The Parties agree that the arbitration, if implemented under this Agreement, shall be bindingheld at a site selected by the Arbitrators. The Parties agree to arbitrate within 90 days following the transmittal of written demand of either Party to arbitrate any dispute arbitrable under this Agreement. The Parties will in good faith, final and conclusive within 15 days following notice of written demand to arbitrate attempt to agree on a single Arbitrator. If the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderParties cannot within 15 days thereafter agree on a single arbitrator, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice Parties shall appoint an Arbitrator, notifying the other Party of the name and address of such appointment shall be sent in writing Arbitrator. The Arbitrators appointed by each party to the other, Party shall agree upon and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitratorneutral Arbitrator. If either the Seller or the Purchaser Party shall fail to appoint an arbitratorArbitrator as herein provided, as aforesaid, for a period of ten (10) or should the two Arbitrators so named fail to select the third Arbitrator within 30 days after written notice from the other party to make such their appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shallthen, in either event, the event President of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from or its qualified panel successor shall appoint such second and/or third Arbitrator. A decision of arbitrators, and a majority of the Arbitrators shall be final and binding and there shall be no appeal therefrom. The Arbitrators shall within 45 days after the final hearing enter an award and the award shall be supported by a person having at least ten (10) years’ recent professional experience as to the subject matter in questionwritten opinion. The fees of the third arbitrator Arbitrators and the expenses incident to direct costs of the proceedings arbitration shall be borne shared equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesParties; all other costs of the respective Parties, including without limitation fees and expenses of the respective Party's attorneys, witnesses, and the fees of expert witnesses and other witnesses called for by the parties, discovery shall be paid by the respective party engaging such counsel or calling or engaging such witnessesParty, except to the extent that the Arbitrators otherwise direct based on the equities of the situation. The decision of the arbitrators arbitration shall be rendered within thirty (30) days after appointment of held in New York, New York, unless otherwise agreed between the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingParties.

Arbitration. Any party hereto may elect and all disputes arising out of or in connection with the interpretation, performance or non-performance of this Agreement or any and all disputes arising out of or in connection with transactions in any way related to submit any dispute hereunder that has an amount this Agreement (including, but not limited to, the validity, scope and enforceability of this arbitration provision, or disputes under rights granted pursuant to the statutes of the state in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration which DEALER is licensed) shall be conducted finally and completely resolved by arbitration pursuant to the arbitration laws of the United States of America as codified in BostonTitle 9 of the United States Code, Massachusetts in accordance with ss.ss.1-14, under the Rules of Commercial Arbitration Rules of the American Arbitration Association then pertaining and (hereinafter referred to as the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees "Rules") by a majority vote of a fit and impartial person as panel of three arbitrators. One arbitrator with at least will be selected by DEALER (DEALER's arbitrator). One arbitrator will be selected by CC (CC's arbitrator). These arbitrators must be selected by the respective parties within ten (10) years’ recent professional experience in business days after receipt by either DEALER or CC of a written notification from the general subject matter other party of a decision to arbitrate a dispute pursuant to this Agreement. Should either CC or DEALER fail to select an arbitrator within said ten-day period, the party who so fails to select an arbitrator will have its arbitrator selected by the American Arbitration Association upon the application of the disputeother party. Notice of such appointment shall The third arbitrator must be sent in writing by each party an individual who is familiar with business transactions and be a licensed attorney admitted to the otherpractice of law within the United States of America, or a judge. The third arbitrator will be selected by DEALER's and the CC's arbitrators. If said arbitrators so appointed, in the event of their failure to cannot agree on a third arbitrator within thirty (30) days after from the date of the appointment of the second last selected arbitrator, then either DEALER's or CC's arbitrator upon may apply to the matter so submittedAmerican Arbitration Association to appoint said third arbitrator pursuant to the criteria set forth above. The arbitration panel shall conduct the proceedings pursuant to the then existing Rules. Notwithstanding the foregoing, to the extent any provision of the Rules conflict with any provision of this Paragraph 9, the provisions of this Paragraph 9 will be controlling. CC and DEALER agree to facilitate the arbitration by: (a) each party paying to the American Arbitration Association one-half (1/2) of the required deposit before the proceedings commence; (b) making available to one another and to the arbitration panel, for inspection and photocopying all documents, books and records, if determined by the arbitrator to be relevant to the dispute; (c) making available to one another and to the arbitration panel personnel directly or indirectly under their control, for testimony during hearings and prehearing proceedings if determined by the arbitration panel to be relevant to the dispute; (d) conducting arbitration hearings to the greatest extent possible on consecutive business days; and (e) strictly observing the time periods established by the Rules or by the arbitration panel for the submission of evidence and of briefs. Unless otherwise agreed to by CC and DEALER, a stenographic record of the arbitration shall appoint be made and a third arbitrator. transcript thereof shall be ordered for each party, with each party paying If the arbitration provision is invoked when the dispute between the parties is either the Seller legality of terminating this Agreement or of adding a new CC dealer of the Purchaser same line-make or relocating an existing CC dealer of the same line-make, CC will stay the implementation of the decision to terminate this Agreement or add such new CC dealer or approve the relocation of an existing CC dealer of the same line-make until the decision of the arbitrator has been announced, providing DEALER does not in any way attempt to avoid the obligations of this Paragraph 9, in which case the decision at issue will be immediately implemented. Except as limited hereby, the arbitration panel shall fail have all powers of law and equity, which it can lawfully assume, necessary to appoint an arbitratorresolve the issues in dispute including, as aforesaidwithout limiting the generality of the foregoing, making awards of compensatory damages, issuing both prohibitory and mandatory orders in the nature of injunctions and compelling the production of documents and witnesses for pre-arbitration discovery and/or presentation at the arbitration hearing on the merits of the case. The arbitration panel shall not have legal or equitable authority to issue a mandatory or prohibitory order which: (a) extends or has effect beyond the subject matter of this Agreement, or (b) will govern the activities of either party for a period of ten (10) days after written notice from more than two years; nor shall the other party arbitration panel have authority to make such appointmentaward punitive, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, consequential or any damages whatsoever beyond or in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as addition to the subject matter in question. The fees of the third arbitrator and the expenses incident compensatory damages allowed to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesawarded under this Agreement. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision arbitration panel shall be in writing written form and in duplicate, one counterpart thereof to be delivered to the Seller shall include findings of fact and one to the Purchaser. A judgment conclusions of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaininglaw.

Arbitration. Any party hereto may elect In the event the Parties do not agree to submit any or cannot resolve such dispute hereunder that has an amount through mediation as provided in controversy in excess of $250,000 to arbitration hereunder. Any Section 21.1, such arbitration dispute shall be conducted settled by arbitration in BostonNorwalk, Massachusetts Connecticut, which arbitration, unless the Parties mutually agree otherwise, shall be in accordance with the Commercial Construction Industry Arbitration Rules of the American Arbitration Association then pertaining and currently in effect (including the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesapplicable procedures referenced below). In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator Either Party may serve upon the matter so submitted, shall appoint other Party a third arbitratorwritten notice demanding that the dispute be resolved pursuant to this Article XXI. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of Within ten (10) days after written notice from the giving of the above mentioned notice, each of the Parties hereto shall nominate and appoint an arbitrator and shall notify the other party to make such appointment, then Party in writing of the name and address of the arbitrator appointed by so chosen. Upon the party having made such appointment shall appoint a second arbitrator and of the two arbitrators as hereinabove provided, said two arbitrators shall forthwith, and within ten (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (4510) days after the appointment of the second arbitrator, then and before exchanging views as to the question at issue appoint in writing a third arbitrator and give written notice of such appointment to each of the Parties hereto. In the event that the two arbitrators shall fail to appoint or agree upon such third arbitrator within said ten (10) day period, a third arbitrator shall be selected by the Parties themselves if they so agree upon a third arbitrator within a further period of ten (10) days. If any arbitrator shall not be appointed or agreed upon within the time herein provided, then either Party on behalf of both may request such appointment by the American Arbitration Association from its qualified panel of arbitrators, and (or a successor or similar organization if the American Arbitration Association is no longer in existence). Said arbitrators shall be a person having sworn faithfully and fairly to determine the question at least ten (10) years’ recent professional experience as to issue. The three arbitrators shall each be duly qualified in the subject matter in question. The fees of the third arbitrator dispute under arbitration and shall afford to the Redeveloper and the expenses incident to Municipal Party the proceedings shall be borne equally between privilege of cross-examination, on the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesquestion at issue, and shall, with all possible speed (and, if no time period is specified in the fees of expert witnesses and other witnesses called for by the partiesapplicable procedures referenced below, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) 60 days after appointment of the third arbitrator. Such decision shall be arbitrator unless otherwise agreed to by the Parties), make their determination in writing and in duplicate, one counterpart thereof to be delivered shall give notice to the Seller Parties hereto of such determination. The concurring determination of any two of said three arbitrators shall be binding upon the Parties hereto, or, in case no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator appointed shall be binding upon the Parties hereto. Each Party shall pay the fees of the arbitrator appointed by it, and one 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 act, his or her successor shall be appointed in the Purchasersame manner provided in this Article XXI for the appointment of the arbitrator so dying or becoming unable or unwilling to act. A judgment of a Any Mortgagee may appear and participate in said arbitration proceedings. The foregoing agreement to arbitrate shall be specifically enforceable under applicable law in any court of competent jurisdiction may be entered upon the award jurisdiction. Each of the arbitrators Redeveloper and the Municipal Party waive all objections to joinder of the Municipal Party or the Redeveloper as a party to any mediation, arbitration or litigation related to this Project in accordance with which the rules other Party is joined or is otherwise positioned as a party and statutes applicable thereto then obtainingin which its conduct or its performance under this Agreement is 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 Construction Industry Arbitration Rules of the American Arbitration Association, the (a) Fast Track procedures shall apply in any case in which no Party’s total disclosed claim or counterclaim exceeds $250,000, (b) the Regular Track procedures shall apply in any case in which any Party’s total disclosed claim or counterclaim exceeds $250,000, and (c) the Large, Complex Construction Case Track procedures shall apply in any case in which any Party’s total disclosed claim or counterclaim exceeds $1,000,000.

Arbitration. Any party hereto may elect and all Arbitrable Disputes (except to submit any the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute hereunder that has of an amount equal to or greater than $1,000,000 or non‑monetary relief, three arbitrators, and in controversy the case of an Arbitrable Dispute involving a dispute of an amount less than $1,000,000, one arbitrator, in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts each case in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article 22 and the decision Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article 22 shall control the rights and obligations of the arbitrators with respect to Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such dispute shall limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be binding, final and conclusive initiated by a Party (“Claimant”) serving written notice on the partiesother Party (“Respondent”) that Claimant elects to refer the Arbitrable Dispute to binding arbitration. In Claimant’s notice initiating binding arbitration must identify the event arbitrator Claimant has appointed. Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If Respondent fails for any party hereto reason to name an arbitrator within the 30-day period, Claimant shall elect to submit any such dispute to arbitration hereunder, petition the Seller and the Purchaser shall each appoint and pay all fees American Arbitration Association for appointment of a fit and impartial person as an arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the disputefor Respondent’s account. Notice of such appointment shall be sent in writing by each party to the other, and the The two arbitrators so appointed, in the event of their failure to agree chosen shall select a third arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedhas been appointed, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shalland, in the event of their failure to agree upon any decision within thirty (30) days thereafteran Arbitrable Dispute involving a dispute of an amount less than $1,000,000, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by act as the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiessole arbitrator, and the fees sole role of expert witnesses the first two arbitrators shall be to appoint such third arbitrator. Claimant shall pay the compensation and other witnesses called expenses of the arbitrator named by or for it, and Respondent shall pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the partiesappointment of an arbitrator, if any, shall be paid by Respondent. Claimant and Respondent shall each pay one-half of the respective party engaging such counsel compensation and expenses of the third arbitrator. All arbitrators must (a) be neutral parties who have never been officers, directors or calling employees of the Operator, the Company or engaging such witnessesany of their Affiliates and (b) have not less than seven (7) years’ experience in the energy industry. The decision of the arbitrators hearing shall be rendered conducted in the State of Delaware or the Philadelphia Metropolitan area and commence within thirty (30) days after appointment the selection of the third arbitrator. Such decision The Company, the Operator and the arbitrators shall be in writing proceed diligently and in duplicate, one counterpart thereof to be delivered to good faith in order that the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award may be entered upon made as promptly as possible. Except as provided in the award Federal Arbitration Act, the decision of the arbitrators shall be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award Special Damages. Notwithstanding anything herein the contrary, the Company may not dispute any amounts with respect to an invoice delivered in accordance with Article 5 that the rules and statutes applicable thereto then obtainingCompany has not objected to within one hundred twenty (120) days of receipt thereof.

Arbitration. Any party hereto may elect to submit any dispute hereunder Except as provided in Section 9(e) hereof, in the event that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration there shall be conducted a dispute among the parties arising out of or relating to this Agreement, or the breach thereof, the parties agree that such dispute shall be resolved by final and binding arbitration in BostonNewark, Massachusetts in accordance with the Commercial Arbitration Rules of New Jersey, administered by the American Arbitration Association then pertaining and (the decision “AAA”), in accordance with AAA’s Commercial Arbitration Rules, to which shall be added the provisions of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees Federal Rules of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party Civil Procedure relating to the otherProduction of Evidence, and the parties agree that the arbitrators so appointedmay impose sanctions in their discretion to enforce compliance with discovery and other obligations. Such arbitration shall be presided over by a single arbitrator. If the Executive, in on the event of their failure to one hand, and the Company, on the other hand, do not agree on the arbitrator within thirty fifteen (3015) days after a party requests arbitration, the appointment arbitrator shall be selected by the Executive and the Company from a list of the second arbitrator upon the matter so submitted, five (5) potential arbitrators provided by AAA. Such list shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of be provided within ten (10) days after written notice of the request of any party for arbitration. The party requesting arbitration shall delete one name from the list. The other party to make such appointmentshall delete one name from the list. This process shall then be repeated in the same order, then and the arbitrator appointed by last remaining person on the party having made such appointment list shall appoint a second arbitrator and be the arbitrator. This selection process shall take place within the two (2) so appointed shall, business days following both parties’ receipt of the list of five (5) potential arbitrators. Hearings in the event of their failure to agree upon any decision arbitration proceedings shall commence within thirty twenty (3020) days thereafter, appoint a third arbitratorof the selection of the arbitrator or as soon thereafter as the arbitrator is available. If such arbitrators fail to agree upon a third The arbitrator shall deliver his or her opinion within forty five twenty (4520) days after the appointment completion of the second arbitration hearings. The arbitrator, then such third arbitrator ’s decision shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by binding upon the parties, and the fees of expert witnesses may be entered and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be enforced in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon the award by either of the arbitrators in accordance with parties. The arbitrator shall have the rules power to grant temporary, preliminary and statutes applicable thereto then obtainingpermanent relief, including without limitation, injunctive relief and specific performance. Unless otherwise ordered by the arbitrator pursuant to this Agreement, the arbitrator’s fees and expenses shall be shared equally by the parties.

Arbitration. Any party hereto may elect to submit In the event the First or Second Closing occurs, if any dispute hereunder that has or disagreement arises between Buyers and BHC under this Agreement (any such dispute or disagreement being referred to as a "Dispute"), and Buyers and BHC are unable to resolve such Dispute within 20 Business Days after the date written notice of the Dispute is given by Savia or BHC, an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration arbitrator agreed upon by Savia and BHC (the "Arbitrator") shall be conducted in Boston, Massachusetts employed hereunder to settle such Dispute as soon as practicable in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association. Unless otherwise agreed by the parties, the arbitration proceeding shall be conducted in the City of Dallas, State of Texas, United States of America, in the English language, and judgment upon the decision of award rendered by the arbitrators with respect to such dispute shall may be binding, final and conclusive on the partiesentered in any court having jurisdiction thereof. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, that the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure parties are unable to agree within thirty (30) days after upon the appointment of the second such an arbitrator upon the matter so submittedwithin 15 Business Days, then each of Savia and BHC shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to within 10 Business Days appoint an independent arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment which independent arbitrators shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after 10 Business Days on the appointment of a third independent arbitrator to whom the second arbitrator, then such third arbitrator Dispute shall be appointed submitted. Savia and BHC shall submit the Dispute to the Arbitrator within five Business Days of its appointment and shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Arbitrator to make its decision within 60 days after referral of a Dispute to it. The Arbitrator shall have access to all documents and facilities necessary to perform its function as arbitrator. The Arbitrator's determination with respect to any Dispute shall be final and binding upon the parties hereto. The non-prevailing party as determined by the American Arbitration Association from its qualified panel of arbitrators, and Arbitrator shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees pay all of the third arbitrator fees and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingArbitrator for such services.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder19.1. Any such arbitration dispute or disagreement arising between EBS and Customer in connection with this Agreement that is not settled to their mutual satisfaction within the applicable notice or cure periods provided in this Agreement, shall be conducted settled by arbitration in BostonDallas, Massachusetts Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and in effect on the decision of the arbitrators with respect to date that such dispute notice is given. Discovery shall be binding, final permitted in accordance with the Federal Rules of Civil Procedure. If EBS and conclusive Customer cannot agree on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as single arbitrator with at least ten within fifteen (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3015) days after the appointment of the second applicable notice or cure period has expired, EBS and Customer shall each select an arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a within such fifteen (15) day period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon shall select a third arbitrator within forty five ten (4510) days after days. If the appointment of Parties fail to appoint arbitrators or the second arbitrators cannot agree on a third arbitrator, then such third arbitrator shall be appointed by either Party may request that the American Arbitration Association from its qualified panel of arbitrators, select and appoint a neutral arbitrator who shall be a person having at least ten (10) years’ recent professional experience act as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessessole arbitrator. The decision of the arbitrator or arbitrators shall be rendered within thirty (30) days after appointment final and binding upon EBS and Customer and shall include written findings of the third arbitrator. Such decision shall law and fact, and judgment may be obtained thereon by either EBS or Customer in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction jurisdiction. EBS and Customer shall each bear the cost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, shall be shared equally by EBS and Customer unless the award otherwise provides. The arbitrator or arbitrators shall be instructed to establish procedures such that a decision can be rendered within sixty (60) days of the appointment of the arbitrator or arbitrators. In no event shall the arbitrator or arbitrators have the power to award any damages for lost or prospective profits, or any other special, punitive, exemplary, consequential, incidental or indirect losses or damages as a result of the performance or nonperformance of its obligations under this Agreement, or its acts or omissions related to this Agreement, whether or not arising from sole, joint or concurrent negligence, strict liability, or otherwise, regardless of whether such damages may be entered upon the award of the arbitrators available under applicable law. EBS and Customer hereby waive their rights, if any, to recover any such damages, whether in accordance with the rules and statutes applicable thereto then obtainingarbitration or litigation.

Arbitration. Any party hereto Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Arbitration. Any party hereto Beneficiary or the Guarantor may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration submitted shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller applicable Beneficiary and the Purchaser Guarantor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantor shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller applicable Beneficiary and the PurchaserGuarantor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller applicable Beneficiary and one to the PurchaserGuarantor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Landlord and the Guarantor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, the Landlord and the Guarantor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. (a) Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to Agreement Dispute shall be exclusively and finally settled by arbitration hereunderadministered by the American Arbitration Association (“AAA”). Any such Party (a “Requesting Party”) may initiate arbitration by notice to the other affected Party or Parties (a “Recipient Party”) (a “Request for Arbitration”). The arbitration shall be conducted in Boston, Massachusetts in accordance with AAA rules governing commercial arbitration in effect at the Commercial Arbitration Rules time of the American Arbitration Association then pertaining and arbitration, except as they may be modified by the decision provisions of this Agreement. The place of the arbitrators with respect to such dispute arbitration shall be bindingWilmington, final Delaware. The arbitration shall be conducted by a single arbitrator appointed by the Recipient Party from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesRequesting Party to the Recipient Party within fifteen (15) days after delivery of the Request for Arbitration. In the event any party hereto shall elect the Requesting Party fails to submit any such dispute send a list of at least five (5) qualified individuals to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person serve as arbitrator with to the Recipient Party within such fifteen-day period, then the Recipient Party shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Recipient Party fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) years’ recent professional days after its receipt of such list from the Requesting Party, the Requesting Party shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with either of the Parties and who has at least fifteen (15) years of experience in the general subject matter practice of the disputelaw with experience in corporate or commercial transactions. Notice of such appointment The arbitration shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafter, appoint a third arbitrator. If following such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questioncompletion. The fees of Parties may agree to extend the third arbitrator and time limits specified in the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwiseforegoing sentence. The fees of respective counsel engaged by the partiesParties intend that all Agreement Disputes, and the fees of expert witnesses and other witnesses called for by the partiesincluding those relating to indemnification obligations with respect to Third-Party Claims, shall will be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators determined expeditiously in accordance with the rules schedule set forth above. In the event that more than one Request for Arbitration is filed with the AAA relating to the same dispute, the arbitrator selected pursuant to the first made Request for Arbitration filed with the AAA shall decide all related demands for arbitration made by any and statutes applicable thereto then obtainingall Parties.

Arbitration. Any party hereto may elect (a) Whenever in this Agreement it is provided that a dispute is to submit any be resolved by an Arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts finally resolved pursuant to an arbitration before a panel of three (3) arbitrators who will conduct the arbitration proceeding in accordance with the Commercial Arbitration Rules provisions of this Agreement and the rules of the American Arbitration Association then pertaining Association. Unless otherwise mutually agreed by Owner and Manager, the arbitration proceedings will be conducted in New York, New York. All arbitrators appointed by or on behalf of either party shall be independent persons with recognized expertise in the operation of hotels of similar size and class as the Hotels with not less than five (5) years’ experience in the hotel industry. The party desiring arbitration will give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated as arbitrator on its behalf. Within fifteen (15) days after service of such notice, the other party will give written notice to the party desiring such arbitration specifying the name, address and professional qualifications of the person designated to act as arbitrator on its behalf. The two arbitrators will, within fifteen (15) days thereafter, select a third, neutral arbitrator. As soon as possible after the selection of the third arbitrator, and no later than fifteen (15) days thereafter, the parties will submit their positions on each disputed item in writing to the three arbitrators. The decision of the arbitrators with respect to such dispute so chosen shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees given within a period of a fit and impartial person as arbitrator with at least ten twenty (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3020) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a such third arbitrator. If The arbitrators must, by majority vote, agree upon and approve the substantive position of either Owner or Manager with respect to each disputed item, and are not authorized to agree upon or impose any other substantive position which has not been presented to the Seller arbitrators by Manager or Owner. It is the Purchaser shall fail intention of the parties that the arbitrators rule only on the substantive positions submitted to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed them by the party having made such appointment shall appoint a second arbitrator parties and the arbitrators are not authorized to render rulings which are a compromise as to any such substantive position. A decision in which any two (2) arbitrators so appointed shall, and acting hereunder concur in the event writing with respect to each disputed item shall in all cases be binding and conclusive upon Owner and Manager and a copy of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such said decision shall be in writing and in duplicate, one counterpart thereof to be delivered forwarded to the Seller parties. The parties will request that the arbitrators assess the costs and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award expenses of the arbitrators in accordance with Arbitration and their fees against the rules parties based on a finding as to which parties’ substantive positions were not upheld. Otherwise the fees and statutes applicable thereto then obtainingexpenses of the Arbitration will be treated as an Operating Cost unless otherwise determined by the arbitrators.

Arbitration. Any party hereto may elect controversy or claim arising out of or relating to submit this Agreement, or any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration breach or termination thereof, shall be conducted settled by arbitration in BostonBaltimore, Massachusetts Maryland in accordance with the Commercial Arbitration Rules laws of the State of Maryland and rules then obtaining of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesor any successor thereto. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of Within ten (10) days after written notice from the other a request for arbitration by one party to make such appointmentthe other, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator Company and the two Employee shall each select one arbitrator. Within ten (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (3010) days thereafterafter the second of such arbitrators has been selected, appoint the two arbitrators thereby selected shall choose a third arbitratorarbitrator who shall be the Chairman of the panel. If such the first two arbitrators fail to selected cannot agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitratorsshall name the third arbitrator. The arbitrators may grant injunctions or other relief in such dispute or controversy. In the arbitration, and the parties shall be a person having at least ten (10) years’ recent professional experience as entitled to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessespre-hearing discovery. The decision of the arbitrators shall be final, conclusive and binding on the parties to the arbitration. In connection with such arbitration and the enforcement of any award rendered within thirty as a result thereof, the parties hereto irrevocably consent to the personal jurisdiction of the federal and state courts located in Baltimore, Maryland, and further consent that any process or notice of motion or other application to the said Courts or judges thereof may be served inside or outside the State of Maryland by registered mail or personal service, provided a time period of at least twenty (3020) days after appointment for appearance is allowed. Since a breach of the third arbitrator. Such decision provisions of Sections 3, 4 and 5 may result in irreparable injury to the Company and may not adequately be compensated by money damages, the Company shall be entitled, in writing addition to any other right and remedy available to it, to an injunction issued by the foregoing courts or in the Arbitration proceeding restraining such breach or a threatened breach (and in duplicate, one counterpart thereof to either case no bond or other security shall be delivered required in connection therewith) and the Employee hereby consents to the Seller and one to issuance of such injunction. This Section 10 shall survive the Purchaser. A judgment termination (by expiration or otherwise) of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingthis Agreement.

Arbitration. Any party hereto may elect The provisions of paragraph 5(b) shall supersede the provisions of this paragraph 8(d) in the event of a simultaneous dispute between the Employer and the Employee so as to submit any dispute hereunder that has an amount in controversy in excess afford the Employer with the remedy of $250,000 to arbitration hereunderinjunctive relief, without the necessity for arbitration. Any such arbitration dispute or controversy arising under or in connection with this Agreement or the Employee's employment by the Employer shall be settled exclusively by arbitration, conducted by a single arbitrator sitting in BostonNew York City, Massachusetts New York, in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association (the "AAA") then pertaining in effect. The arbitrator shall be selected by mutual agreement between the Employer and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesEmployee. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointedHowever, in the event of their failure that the parties are unable to agree on an arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of one week, the arbitrator shall be selected by the parties from a list of eleven (11) arbitrators provided by the AAA, provided that no arbitrator shall be related to or affiliated with either of the parties. If the parties mutually agree on an arbitrator from such list, such arbitrator shall be selected. If the parties cannot agree on the arbitrator within ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment list of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the proposed arbitrators decide otherwise. The fees of respective counsel engaged is received by the parties, and the fees of expert witnesses and other witnesses called for then no later than twenty (20) days after such list is received by the parties, the parties, or their respective representatives, shall meet at a mutually convenient location in New York City, New York, or telephonically. At that meeting, the party who sought arbitration shall eliminate one (1) proposed arbitrator and then the other party shall eliminate one (1) proposed arbitrator. The parties shall continue to eliminate names from the list of proposed arbitrators in this manner until each party has eliminated five (5) proposed arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party shall submit, in writing, the specific requested action or decision it wishes to take, or make, with respect to the matter in dispute, and the arbitrator shall be paid obligated to choose one (1) party's specific requested action or decision, without being permitted to effectuate any compromise position. The party whose requested action or decision is not selected by the respective party engaging such counsel arbitrator shall bear the cost of all counsel, experts or calling or engaging such witnesses. The decision other representatives who are retained by both parties, together with all costs of the arbitrators shall be rendered within thirty (30) days after appointment of arbitration proceeding, including, without limitation, the third fees, costs and expenses imposed or incurred by the arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction Judgment may be entered upon on the arbitrator's award in any court having jurisdiction; provided, however, that the Employee shall be entitled to seek specific performance of the arbitrators Employee's right to be paid through the date of termination during the pendency of any dispute or controversy arising under or in accordance connection with the rules and statutes applicable thereto then obtainingthis Agreement.

Arbitration. Any party hereto may elect claim or dispute arising out of or related to submit this Agreement (including unresolved disputes arising from an objection to a claim made in an Indemnification Notice, but excluding disputes arising under any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunderother Transaction Document), the interpretation, making performance, Breach or termination thereof, shall be finally and exclusively settled by binding arbitration. Any such The arbitration shall be conducted in Boston, Massachusetts made in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association then pertaining Association, and such arbitration shall be conducted by an arbitrator chosen by mutual agreement of the Buyer and the Seller; failing such agreement, the arbitration shall be conducted, by three independent arbitrators, one chosen by the Buyer and one chosen by the Seller, with such two arbitrators mutually selecting a third arbitrator, and any decision of the two of such arbitrators with respect to such dispute shall be binding; provided, final however, if such arbitrators fail to agree on a third arbitrator within twenty (20) calendar days, either the Buyer or the Seller may make written application to Judicial Arbitration and conclusive on Mediation Services (“JAMS”), for the partiesappointment of a single arbitrator (the “JAMS Arbitrator”) to resolve the dispute by arbitration. In At the event any party hereto shall elect to submit any such dispute to arbitration hereunderrequest of JAMS, the Seller and parties involved in the Purchaser dispute shall each appoint and pay all fees of a fit and impartial person as arbitrator meet with JAMS at least its offices in the applicable city designated above within ten (10) years’ recent professional calendar days of such request to discuss the dispute and the qualifications and experience in which each party respectively believes the general subject matter JAMS Arbitrator should have; provided, however, that the selection of the dispute. Notice of such appointment JAMS Arbitrator shall be sent in writing by each party to the other, exclusive decision of JAMS and the arbitrators so appointed, in the event of their failure to agree shall be made within thirty (30) days after the appointment of the second arbitrator written application to JAMS. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding to resolve the dispute. Judgment upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then award rendered by the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award in any court having jurisdiction thereof. Each of the arbitrators parties to any such arbitration shall pay its or his own costs and expenses (including counsel fees) of any such arbitration. The parties hereto expressly waive all rights whatsoever to file an appeal against or otherwise to challenge any award by the arbitrator(s) hereunder; provided that, the foregoing shall not limit the rights of any party to bring a proceeding in accordance with any applicable jurisdiction to conform, enforce or enter judgment upon such award (and the rules and statutes applicable thereto then obtainingrights of the other party, if such proceeding is brought, to contest such confirmation, enforcement or entry of judgment).

Arbitration. Any party hereto may elect to submit any dispute disagreement between Lessor and Lessee arising hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts submitted to binding arbitration in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining in effect. A panel of three arbitrators knowledgeable with the coal industry shall be named, one to be selected by Lessee, one to be selected by Lessor, and within 15 days those two arbitrators shall name a third arbitrator. Each party shall name their representative arbitrator within 15 days of receipt of notice from the other party requesting arbitration. If the two representative arbitrators are unable to agree on the selection of a third arbitrator within 15 days, then the American Arbitration Association shall designate a disinterested person to act as such third arbitrator. If either of the parties should, for a period of 15 days after receipt of the notice referred to above, fail to select and make known in writing to the other party the arbitrator selected by it, the one party-selected arbitrator and an arbitrator selected by the American Arbitrator Association shall constitute the Board. Either party may at any time serve upon the other a notice setting forth the point or points upon which the decision of the arbitrators with respect Board of Arbitration is desired and the other party may, within ten days thereafter, serve a counter-notice specifying any additional points or differences arbitrable hereunder upon which such other party may desire a decision. The Board shall give ten days written notice of the time and place of hearing to such dispute the respective parties, which hearing shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree held within thirty (30) 15 days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser The Board shall fail to appoint an arbitrator, as aforesaid, for a period make its decision and award in writing within 20 days of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesseshearing. The decision and award of a majority of the arbitrators shall be rendered within thirty (30) days after appointment final, conclusive and obligatory upon the said parties to this Lease, their successors and assigns, and without appeal, and each party hereto agrees to abide by and comply with every such decision and award. All questions of costs shall in each case be determined by the Board when it renders its decision and in the interim each party shall pay one half of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award costs of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingBoard.

Arbitration. Any party hereto may elect dispute arising under this Agreement shall be determined by binding arbitration. Arbitration shall be commenced by either Party delivering to submit the other Party written notice (the “Arbitration Demand”) which shall set forth in reasonable detail the basis of the dispute. The Parties shall use their reasonable efforts to agree upon a single arbitrator, who shall be a neutral, disinterested party, who has never been an officer, director, employee or attorney of any dispute hereunder that of the Parties or any of their Affiliates, who has not less than ten (10) years experience in the oil and gas industry, and who has a formal financial, accounting, petroleum engineering or legal education. The Parties shall select an amount attorney (or attorneys) with experience drafting mineral title opinions to arbitrate all disputes related to Title Defects, and the Parties shall use an attorney (or attorneys) with Environmental Law experience to arbitrate all disputes solely related to Environmental Defects. If the Parties are unable to agree upon a mutually acceptable arbitrator on or before thirty (30) days after receipt of the Arbitration Demand, then each Party shall each select its own arbitrator on or before forty-five (45) days after receipt of the Arbitration Demand, and the two arbitrators so selected shall select a third arbitrator on or before sixty (60) days after receipt of the Arbitration Demand. The arbitration shall take place in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration Denver, Colorado, and shall be conducted in Boston, Massachusetts in accordance with under the Commercial Arbitration Rules complex litigation procedures of the American Arbitration Association then pertaining and Association. The hearing shall be commenced on or before sixty (60) days after the decision selection of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesarbitrators. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, The Parties and the arbitrators shall proceed diligently and in good faith so appointed, in that the event of their failure to agree within arbitration award shall be entered on or before thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesarbitration hearing. The decision of the arbitrators single arbitrator, if one, or the majority of the arbitrators, if more than one, shall be rendered within thirty (30) days after appointment of final, binding and non-appealable. The fees charged by the third arbitrator. Such decision arbitrators for the arbitration shall be in writing paid one-half by Buyer and in duplicateone-half by Seller. The arbitrator’s shall award the prevailing party its reasonable attorneys’ fees, one counterpart thereof to be delivered expert witness fees and related out-of-pockets costs incurred with respect to the Seller and one arbitration. Notwithstanding anything to the Purchaser. A judgment of a contrary herein, either Party may apply to any court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingto enforce any arbitration award, specific performance or injunctive relief hereunder.

Arbitration. Any party hereto may elect to submit dispute concerning whether any dispute hereunder that term of this Work ----------- Letter has an amount in controversy in excess of $250,000 been breached or properly interpreted or complied with shall be submitted to arbitration hereunderas provided in this Section 5.3. Any The arbitration shall ----------- be conducted in Los Angeles, California. The party desiring such arbitration shall give written notice thereof to the other specifying the Work Letter dispute to be conducted arbitrated. Within ten (10) business days after the date on which the arbitration procedure is invoked as provided in Bostonthis Section 5.3, Massachusetts each party ----------- shall appoint an experienced arbitrator qualified to arbitrate such dispute (e.g., the arbitrator shall be an architect if the dispute involves architectural/design issues, or a contractor if such dispute involves construction/contractor issues) and notify the other party of the arbitrator's name and address. The two arbitrators so appointed shall appoint a third qualified experienced arbitrator.. If the three arbitrators to be so appointed are not appointed within fifteen (15) business days after the date the arbitration procedure is invoked, then the arbitrator or arbitrators, if any, who have been selected shall proceed to carry out the arbitration. The arbitrator or arbitrators so selected shall furnish Landlord and Tenant with a written decision within fifteen (15) business days after the date of selection of the last of the arbitrators to be so selected. Any decision so submitted shall be signed by a majority of the arbitrators if more than two have been selected. If only two arbitrators have been selected and they are unable to agree, then either or both Landlord and Tenant shall be entitled to apply to the presiding Judge of the Superior Court of the County of Los Angeles, California for the selection of a third arbitrator who shall be selected from a list of names of experienced qualified arbitrators submitted by either or both parties, as the case may be. In designating arbitrators and deciding the dispute, the arbitrators shall act in accordance with the Commercial Rules of Arbitration Rules then in force of the American Arbitration Association then pertaining and the decision of the arbitrators with respect Association, subject, however, to such dispute shall limitations as may be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator placed upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed them by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event provisions of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesthis Lease. The decision of the arbitrators shall be final and binding upon the parties, and judgment on the award rendered within thirty (30) days after appointment of by the third arbitratorarbitrators may be entered in any court having jurisdiction thereof. Such decision Neither party shall be in writing default under this Work Letter with respect to any dispute under any provision hereof during the time period commencing as of the date the arbitration procedure is invoked with regard to said dispute and in duplicateending on the date of resolution by the arbitrators; provided, one counterpart thereof however, that during said period, each party shall continue to make all payments of money required by this Work Letter and the Lease and to otherwise perform all duties and obligations required to be delivered performed by such party under this Work Letter and the Lease and, with respect to the Seller and one to issue under arbitration, shall maintain the Purchaserstatus quo. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.SCHEDULE 1 TO EXHIBIT B ----------------------- BUILDING CONSTRUCTION RULES ---------------------------

Arbitration. Any In the event of any disputes, claims or controversies arising out of or relating to this Agreement, either party hereto may elect give written notice to submit any the other party setting forth the nature of such dispute hereunder that has ("Dispute Notice"). The parties shall meet and confer to discuss the dispute in good faith within five days of the other party's receipt of a Dispute Notice in an amount in controversy in excess of $250,000 attempt to arbitration hereunderresolve the dispute informally among the parties. The parties shall meet at such date(s) and time(s) as are mutually convenient and shall have 10 business days to resolve the dispute. Any such arbitration and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by the parties' mutual agreement shall be conducted in Boston, Massachusetts resolved by final and binding arbitration as the exclusive remedy in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining and in effect at the decision time arbitration is initiated or another professional dispute-resolution organization mutually acceptable to the parties (the “Arbitration Organization”). Unless otherwise agreed by the Parties, any arbitration session under this Section 17(e) will be held at the Arbitration Organization's office in Wilmington, Delaware. BY SIGNING THIS AGREEMENT, EACH PARTY AGREES THAT IT IS GIVING UP ITS RIGHT TO FILE A LAWSUIT IN A COURT OF LAW AND TO HAVE ITS CASE HEARD BY A JUDGE AND/OR JURY. For disputes in an amount under $100,000, the parties shall, within 10 business days of the arbitrators with respect to such dispute shall be bindingtermination of informal discussions, final and conclusive on the partiesmutually agree upon an arbitrator. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as The selected arbitrator with at least ten (10) years’ recent professional must have experience in the general subject matter for-profit education industry. If the parties cannot agree upon an arbitrator within the stated time period, the parties may request that an arbitrator be appointed for them by the Arbitration Organization. This arbitrator will serve as the arbitrator for all future disputes in an amount under $100,000 for the following 12 months. For disputes in an amount of $100,000 or more, the parties shall meet with a mediator within 10 business days of the disputetermination of informal discussions. Notice If within 10 business days of such appointment first meeting the parties cannot resolve the dispute through mediation, the parties shall be sent in writing by each proceed to arbitration. Each party shall have 10 business days to the other, and the select one arbitrator on their own behalf. The selected arbitrators so appointed, must have experience in the event of their failure to agree within thirty (30) for-profit education industry. Within five business days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment selection of the second arbitrator, then such the selected arbitrators will nominate a neutral and impartial third arbitrator arbitrator, who has experience in the for-profit education industry. This board of arbitrators shall serve as the arbitrators for all future disputes in an amount of $100,000 or over for the following 12 months. The arbitrator's award shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the binding on all parties, and neither party shall have any right to contest or appeal the fees of expert witnesses and other witnesses called for arbitrator's award except on the grounds expressly provided by the parties, United States Arbitration Act. The parties will separately bear their own costs and expenses (including legal fees) of participating in the arbitration process. Responsibility for the arbitrator's fees and expenses shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision determined as part of the arbitrators arbitrator's award. Notwithstanding the forgoing, ACS shall not be rendered within thirty (30) days after appointment required to arbitrate a dispute involving the non-payment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingundisputed fees or charges.

Arbitration. Any party hereto may elect to submit a. Except as provided in Section 12b, any dispute hereunder that has an amount dispute, claim or controversy arising in controversy connection with this Agreement or otherwise in excess of $250,000 to arbitration hereunder. Any such arbitration connection with Employee’s employment with Employer (including any statutory claims), Employee’s carried interest participation, Employee’s restricted units, and Employee’s personal coinvestments shall be conducted in Boston, Massachusetts settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining (except as modified herein). No such arbitration proceedings shall be commenced or conducted until at least 60 days after the parties, in good faith, shall have attempted to resolve such dispute by mutual agreement; and the decision of parties hereby agree to endeavor in good faith to resolve any dispute by mutual agreement. If mutual agreement cannot be attained, any disputing party, by written notice to the arbitrators with respect to such dispute other ("Arbitration Notice") may commence arbitration proceedings. Such arbitration shall be bindingconducted before a panel of three arbitrators, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing one appointed by each party to within 30 days after the otherdate of the Arbitration Notice, and one chosen within 60 days after the date of the Arbitration Notice by the two arbitrators so appointedappointed by the disputing parties. A court of competent jurisdiction presiding over the Arbitration Location shall appoint any arbitrator who has not been appointed within such time periods. Judgment may include costs and attorneys fees and may be entered in any court of competent jurisdiction. The arbitration shall be conducted in the Arbitration Location or such other location as Employer and Employee may agree, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator English language and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator all monetary awards shall be appointed by the American in Currency. Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionsole method of resolving disputes not settled by mutual agreement. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision determination of the arbitrators shall be rendered within thirty (30) days after appointment final, not subject to appeal, and binding on all parties and may be enforced by appropriate judicial order of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingjurisdiction.

Arbitration. Any The parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement for a period not to exceed thirty (30) days. If these discussions are unsuccessful, the parties agree that any action asserting a claim by one party against another party hereto arising out of or relating to this Agreement (except as otherwise set forth in Section 5.13) shall, on the written notice by one party to the other (as applicable), be submitted to binding arbitration to be held in Anchorage, Alaska or such other location as the parties may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Bostonagree to, Massachusetts in accordance with under the Commercial Arbitration Rules of the American Arbitration Association then pertaining and to which shall be added the decision provisions of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees Federal Rules of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party Civil Procedure relating to the otherproduction of evidence, and the arbitrators so appointed, parties hereto agree that the arbitrator may impose sanctions in the event of their failure his or her discretion to agree enforce compliance with discovery and other obligations. The parties shall hold an initial meeting within thirty (30) days after the appointment from receipt of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other requesting party to make such appointmentof a request for arbitration. Unless otherwise agreed in writing, then the they will jointly appoint a mutually acceptable arbitrator appointed not affiliated with either party from a list of five (5) arbitrators provided by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure American Arbitration Association. If they are unable to agree upon any decision such appointment within thirty (30) days thereafterof the initial meeting, appoint a third arbitrator. If then the Company, on the one hand, and the Seller, on the other hand, shall each submit the two (2) names of potential arbitrators, from such arbitrators fail to agree upon a third arbitrator within forty list of five (455) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed arbitrators provided by the American Arbitration Association from its qualified panel Association, at which point the determination of arbitrators, and which individual shall be a person having at least ten the arbitrator shall be done by lot. Each party shall pay one-half (10½) years’ recent professional experience as of the costs related to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaserarbitration, unless the arbitrators decide arbitrator’s decision provides otherwise. The fees of respective counsel engaged by Each party shall bear its own costs to prepare for and participate in the parties, and arbitration. Each party shall produce at the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision request of the arbitrators shall be rendered within other party, at least thirty (30) days after appointment in advance of the third arbitratorhearing, all documents to be submitted at the hearing and such other documents as are relevant to the issues or likely to lead to relevant information. Such The arbitrator shall promptly render a written decision, and such decision shall be binding and conclusive upon the parties for all purposes. The prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, charges and expended or incurred therein, if the arbitrator’s decision so provides. Judgment on any arbitration award shall be entered in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingjurisdiction.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount or controversy arising under or in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration connection with this Agreement shall be conducted settled exclusively in Bostonthe manner set forth in this Section 6.7. If the Company and the Executive disagree on any matter arising under or in connection with this Agreement, Massachusetts either party shall have the right to deliver to the other party a written request (a "Consent Request") that the other party consent to the position of the requesting party with respect to the matter in accordance with question. The parties shall negotiate in good faith to resolve the Commercial Arbitration Rules matters set forth in the Consent Request. If the parties are unable to agree on a matter set forth in a Consent Request within ten (10) days following delivery thereof, then the parties shall select one arbitrator, who shall be knowledgeable in the high technology industry. If the parties fail to agree upon an arbitrator within ten (10) days, either party may request the Office of the president of the American Arbitration Association to do so. Each party shall then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent its or his position in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days of the arbitrator's selection. After receiving the written positions of the parties, and after written notice from the other party to make such appointmenta hearing, then if the arbitrator appointed deems a hearing to be necessary, the arbitrator shall and must select the position offered by one of the party having made such appointment parties. Such arbitration procedure shall appoint a second be commenced immediately upon selection of the arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision shall be completed within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty forty-five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesdays. The decision of the arbitrators arbitrator shall be rendered final and binding on the parties. Notwithstanding any other provision of this Agreement, if any termination of this Agreement becomes subject to arbitration, the Company shall not be required to pay any amounts to the Executive (except those amounts required by law) until the completion of the arbitration and the rendering of the arbitrator's decision. The amounts, if any, determined by the arbitrator to be owned by the Company to the Executive shall be paid within thirty five (305) days after appointment of the third arbitratordecision by the arbitrator is rendered. Such decision All matters approved pursuant to this Section 6.7 shall be in writing and in duplicate, one counterpart thereof deemed conclusively to be delivered to have been approved or agreed upon by the Seller and one to the Purchaserparties for all purposes of this Agreement. A judgment of a court of competent jurisdiction Judgment may be entered upon on the arbitrator's award in any court having jurisdiction. The costs and expenses of the arbitrators such arbitration shall be borne in accordance with the rules and statutes applicable thereto then obtainingdetermination of the arbitrator.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount If the parties are not successful in controversy resolving a Dispute, or arbitration proceedings are commenced in excess of $250,000 to arbitration hereunder. Any such arbitration accordance with Section 9(l)(ii) above, then the Dispute shall be resolved by binding arbitration conducted in Boston, Massachusetts by three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and as in effect from time to time as modified by the decision terms hereof (the “Arbitration Law”). Either party may initiate final resolution of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to Dispute by delivering a written demand for arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, other party. Each party shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from notify the other party to make of its appointment of one neutral arbitrator within seven days after receipt of such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator written demand for arbitration and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third neutral arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction in Texas. Each of the three arbitrators shall function as an arbitrator without any one of them having more authority than the other two. If such arbitrator appointments are not made within said time periods, the arbitrators shall be selected by a court of competent jurisdiction in Texas. All arbitrators must be attorneys with experience in law relating to investment funds. Further, no arbitrator may be a current or former client or employee of any party or an attorney that has provided legal advice to any party within the preceding twelve months, nor may an arbitrator be a current or former employee of a direct competitor of any of the parties. Additionally, prior to their assumption of duties as an arbitrator, all arbitrators must sign an oath of neutrality in customary form. If requested by either party, the arbitration award shall set forth findings of fact and conclusions of law upon which the award is based in the same manner as a judgment from a court of Texas. Judgment upon the award rendered by the arbitrators shall be binding upon the parties and may be entered upon by any court having jurisdiction thereof. The place of arbitration shall be Dallas, Texas, unless the award parties mutually agree otherwise. The language of the arbitration shall be English. The arbitrators may allocate against the losing party all reasonable attorneys’ fees and costs of arbitration including the fees of the arbitrators and any other costs described herein so long as such arbitrators direct in accordance with the rules award that any such costs shall not be taxable in the courts of Texas. The parties agree that a party’s remedies under this arbitration procedure may be inadequate and statutes applicable thereto then obtainingthat, notwithstanding this clause (iii), such aggrieved party shall be entitled to seek injunctive relief. The institution and maintenance of an action to obtain or enforce equitable remedies shall not constitute a waiver of the right of any party including the plaintiff to submit the controversy or claim to arbitration.

Arbitration. Any party hereto may elect dispute, controversy or claim (including any claim for breach hereof) based upon, relating to submit or arising out of this Agreement or any dispute hereunder that has an amount transaction contemplated hereby (other than a dispute, controversy or claim asserted against or by the Rights Agent to the extent pertaining to the Rights Agent’s rights, immunities, liabilities, duties, responsibilities or obligations hereunder) shall be resolved by binding arbitration conducted in controversy in excess accordance with the Rules of $250,000 to arbitration hereunderArbitration (“Rules”) of the International Chamber of Commerce (the “ICC”). Any such The arbitration shall be conducted in Bostonby a panel of three arbitrators, Massachusetts in accordance with the Commercial Arbitration Rules each of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute whom shall be binding, final independent and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator lawyer or retired judge with at least ten (10) 15 years’ recent professional experience in the general subject matter of pharmaceutical/biotechnology industry and with mergers and acquisitions. No later than fifteen (15) days after an arbitration proceeding is commenced under this Section 7.6, Parent shall nominate one arbitrator and the dispute. Notice of such appointment shall be sent in writing by each Holder (or, if more than one Holder is a party to the otherarbitration proceeding, all such Holders collectively) shall nominate one arbitrator, and the two so nominated arbitrators so appointed, in shall select the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators cannot or fail to agree upon a the third arbitrator within forty five fifteen (4515) days after of their confirmation by the appointment of ICC, the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators ICC in accordance with the rules Rules. The arbitration shall be administered by the ICC acting through its International Court of Arbitration. The arbitration shall be conducted in the English language and statutes applicable thereto then obtainingthe seat, or place, of the arbitration shall be the city of New York, New York. Hearings shall be conducted in New York, New York, or at such other location as mutually agreed by Parent and the Holder or Holders that are party to the arbitration proceeding. The arbitration award shall be final, conclusive, binding and non-appealable and shall not be subject to further review by any court. The arbitrator shall have no power to amend or supplement the terms of this Agreement or the Merger Agreement or act ex aequo et bxxx. Judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall bear his, her or its own costs of any such arbitration or investigation in respect of any dispute. Any award payable in favor of the Holders as a result of arbitration shall be distributed to the Holders on a pro rata basis, based on the number of CVRs held by each Holder. For clarity, the Rights Agent shall not have any duties or obligations to commence any arbitration proceeding pursuant to this Section 7.6.

Arbitration. Any party hereto Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. Landlord and Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any disagreement, controversy, or claim arising out of or relating to this Agreement between the Reinsurer and any one of the Hartford Life Companies will be settled by arbitration. To initiate arbitration, one of the parties will notify the other, in writing, of its desire to arbitrate. The notice will state the nature of the dispute and the desired remedies. The party hereto to which the notice is sent will respond to the notification in writing within 10 days of receipt of the notice. At that time, the responding party will state any additional dispute it may elect have regarding the subject of arbitration. There will be three arbitrators chosen among current or retired officers of life insurance companies other than parties or their affiliates. Each party to submit any the dispute hereunder will appoint one of the arbitrators and these two arbitrators will select the third arbitrator. In the event that has either party should fail to choose an amount arbitrator within 30 days following a written request by the other party to do so, the requesting party may choose two arbitrators who shall in controversy in excess turn choose a third arbitrator before entering upon arbitration. If the two arbitrators fail to agree upon the selection of $250,000 to arbitration hereunder. Any such arbitration a third arbitrator within 30 days following their appointment, each arbitrator shall nominate three candidates within 10 days thereafter, two of whom the other shall decline, and the decision shall be made by drawing lots. Arbitration will be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining that will be in effect on the date of delivery of demand for arbitration. The arbitrators will base their decision on the terms and conditions of this Agreement plus, as necessary, on the decision customs and practices of the life insurance and life reinsurance industry rather than solely on a strict interpretation of the applicable law. The site of any arbitration will be determined by a majority vote of the arbitrators. All expenses and fees of the arbitration will be borne equally by the parties unless otherwise decreed by the arbitrators. The award agreed to by a majority of the arbitrators with respect to such dispute shall will be binding, final and conclusive on the partiesbinding and there will be no appeal from their decision. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction Judgment may be entered upon the award of the arbitrators it in accordance with the rules and statutes applicable thereto then obtainingany court having jurisdiction.

Arbitration. Any party hereto If not satisfied with the Employer answer in Step Two, only the 17 Union may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 appeal the grievance to arbitration hereunderwithin twenty-five (25) week 18 days from the date of the Department's answer in Step Two. Any such arbitration If an unresolved 19 grievance is not timely appealed to arbitration, it shall be conducted in Boston, Massachusetts in accordance with considered 20 terminated on the Commercial Arbitration Rules basis of the American Arbitration Association then pertaining and Employer's Step Two answer without prejudice 21 or precedent in the decision resolution of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesfuture grievances. The parties may propose 22 consolidation of grievances containing similar issues. 23 24 In the event any party hereto shall elect the department does not provide the required Step Two answer 25 to submit any such dispute to arbitration hereundera grievance within the time limit above, the Seller union may request the Office of 26 the State Employer to schedule and the Purchaser shall each appoint and pay all fees of hold a fit and impartial person as arbitrator with at least meeting, within ten (10) years’ recent professional experience in 27 weekdays, where the general subject matter department will provide an oral response to the 28 grievance sufficient to enable the Union to make an informed decision 29 regarding its merits. 30 31 At the request of the disputeUnion following a Step Two denial of a disciplinary 32 grievance, a Staff Representative of the Union and the Department where the 33 grievance originates discuss the matter. Notice of such appointment An effort shall be sent made in writing by each party such 34 discussions to arrive at fair and equitable grievance settlements to avoid the other35 necessity of arbitration. Such settlements, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the partiesif reached, shall be paid confirmed in 36 writing when agreed to by the respective departmental Employer and the Union. 37 38 If not satisfied with the Employer answer in Step Two, the Union may appeal 39 the grievance to arbitration by notifying the Office of the State Employer in 40 writing prior to or concurrent with submission of the demand for arbitration 41 according to the provisions of this section. 42 43 Before the arbitration hearing, representative(s) of the Union, the Office of the 44 State Employer, and/or the departmental Employer may request a meeting to 45 review the grievance. An effort shall be made in such discussions to arrive at 46 a fair and equitable grievance settlement to avoid the necessity of arbitration. 2 and the Office of the State Employer. 3 4 If the grievance is not resolved through such meeting, the Union may 5 continue to arbitration. This process shall not impede or delay the grievance 6 arbitration process. All issues not previously raised, including threshold 7 issues, shall be raised by either party engaging such counsel or calling or engaging such witnessesin writing within fifteen (15) week days 8 following the Employer's receipt of the demand for arbitration. 9 10 The Union and the Office of the State Employer will each nominate five (5) 11 arbitrators to serve on a panel to hear grievances appealed to arbitration. 12 Any arbitrator nominated by both parties shall serve on the panel. The decision 13 Employer and the Union may each strike up to three (3) names remaining on 14 the other party’s list. All names not stricken shall serve on the panel. 15 16 The names of the arbitrators designated to serve on the panel and who agree 17 to serve shall be rendered within thirty (30) days after appointment listed in alphabetical order and shall serve on a rotating 18 basis. Upon notice to the State Employer that a grievance is appealed to 19 arbitration subject to the approval of the third arbitrator. Such decision shall Union’s grievance committee, the 20 grievance will be in writing and in duplicate, one counterpart thereof to be delivered assigned to the Seller and one next arbitrator on the list. Upon notice to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon 21 State Employer that the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.grievance has been approved for arbitration, the

Arbitration. Any If any dispute shall arise between the parties pursuant to this Operating Agreement, such dispute shall be settled by arbitration pursuant to this Section 15.2. In such event, either party hereto may elect serve upon the other party a written notice demanding that the dispute be resolved pursuant to submit this Section 15.2. To the extent that any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance provision herein is inconsistent with the Commercial Arbitration Rules any rule of the American Arbitration Association then pertaining (the "AAA"), this Agreement shall prevail. The dispute or claim shall be heard in Chicago, Illinois by one (1) neutral arbitrator, if the parties can agree on the selection of said arbitrator, or if unable to agree, each party shall select (1) arbitrator and the decision of two arbitrators chosen shall select the arbitrators with respect to such third arbitrator. If the dispute shall be bindingheard by three (3) arbitrators, final and conclusive on one (1) arbitrator will be selected by the partiesparty initiating the arbitration at the time of the submission to arbitration. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderWithin seven (7) days after submission, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten other party will select an arbitrator. Within seven (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (307) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the first two (2) so appointed arbitrators are chosen, the third arbitrator will be selected. The third arbitrator selected shall not have any relationship to either of the parties. The arbitrators shall apply the internal law of the State of Colorado. Said arbitrator(s) shall be sworn faithfully and fairly to determine the question at issue. The arbitrator(s) shall afford to the parties a hearing and the right to submit evidence, with the privilege of cross examination and the right to compel testimony by applying for subpoena powers to appropriate judicial authority, on the question at issue, and shall, with all possible speed, make his/their determination in writing and shall give notice to the event parties hereto of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitratorsuch determination. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment The concurring determination of the second arbitrator, then such third arbitrator if heard by one, or of any two of said three arbitrator(s) shall be appointed by binding upon the American Arbitration Association from its qualified panel parties hereto, or, in case no two of arbitratorsthe arbitrators shall render a concurring determination, and shall be a person having at least ten (10) years’ recent professional experience as to then the subject matter in question. The fees determination of the third arbitrator and the expenses incident to the proceedings appointed shall be borne equally between binding upon the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesparties hereto. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of final and binding upon the third arbitrator. Such decision parties hereto and shall be enforceable in writing and in duplicate, one counterpart thereof to any court having jurisdiction. Any arbitration shall be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators conducted in accordance with the rules then prevailing Commercial Rules of the AAA, or the successor party thereto from time to time in existence. The fees and statutes applicable thereto then obtainingexpenses of the arbitrator(s) shall be divided equally between the parties so involved. The parties shall each bear their own expenses (including, but not limited to, attorneys' and witnesses' fees and expenses) in any arbitration proceedings.

Arbitration. Any All claims, actions or disputes arising out of or relating to this Agreement or the transactions contemplated hereby (collectively, “Disputes”) including any Disputes concerning the construction, validity, performance, and interpretation of this Section 12.12 or any other provision of this Agreement, shall be exclusively resolved by arbitration pursuant to the Federal Arbitration Act, as provided below. The Company or any party hereto may elect to submit compel arbitration of any dispute hereunder that has an amount in controversy in excess Dispute by notifying each party hereto and the Company of $250,000 to arbitration hereundersuch election. Any such arbitration Each Dispute shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules promptly adjudicated by a panel of the American Arbitration Association then pertaining and the decision of the arbitrators with respect three arbitrators. Each party to such dispute Dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any select an arbitrator for such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least panel within ten (10) years’ recent professional experience in the general subject matter Business Days of the disputedate of the notice of election to compel arbitration described above. Notice of such appointment The two arbitrators so selected shall meet and attempt to appoint a third arbitrator, who shall be sent in writing by each party to of good reputation and character and, if possible, shall be highly knowledgeable of the other, gaming industry and casino operation and finance. If the two arbitrators so appointed, in the event of their failure to agree shall not have appointed such third arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment date of the second arbitratornotice of election to compel arbitration described above, then the Company or any party hereto may elect to cause such third arbitrator shall to be appointed by the American Arbitration Association from Association, as soon as practicable. Arbitration shall be conducted by such panel in the City in which the Company’s main office is then located, pursuant to the rules of the American Arbitration Association. The arbitration panel shall meet to consider the Dispute within ten Business Days of the appointment of its qualified panel of arbitratorsthree members, and shall be a person having at least ten endeavor to resolve and adjudicate such Dispute in not more than ninety (1090) years’ recent professional experience as to the subject matter in questiondays after its first meeting. The Costs, fees and expenses of the third arbitrator arbitrators and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, American Arbitration Association shall be paid by the respective party engaging non-prevailing parties, to such counsel Dispute. Without limitation of any other right or calling power of the arbitration panel, such panel shall have the right and power to grant remedies in the form of any order for specific performance or engaging such witnessesother equitable relief. The decision parties hereby subject exclusively to the jurisdiction of the arbitrators shall be rendered within thirty (30) days after appointment Federal Courts of the third arbitrator. Such United States in any action to compel arbitration hereunder or to enforce any order, decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A or judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitrators.

Arbitration. Any party hereto If any Issue is not resolved by way of a joint resolution document issued pursuant to the internal escalation procedures of section 1.22 of this Schedule 1, then either BRI or the Ministry may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 refer the Issue to arbitration hereunderconducted in accordance with the Arbitration Act, 1991, S.O. 1991, c. 17, as amended provided notice of arbitration is provided within ten (10) Business Days of the expiry of the applicable time period referenced in clause 6 of section 1.21 of this Schedule 1. Any such The party commencing the arbitration shall do so by notice of arbitration delivered in writing to the other party identifying the Issue, the relevant facts, the remedy sought, and a proposed arbitrator. The party responding to the notice of arbitration shall deliver a response to the notice of arbitration in writing, setting out the responding party’s defences, the relevant facts, and the requested resolution of the issues in dispute within ten (10) Business Days. If the Ministry and BRI cannot agree on a single arbitrator within ten (10) Business Days after delivery of the notice of arbitration, then, unless otherwise agreed, the Ministry and BRI shall each appoint an arbitrator within five (5) Business Days thereafter, and the two arbitrators so designated will select a third arbitrator within ten (10) Business Days thereafter, all of whom must be experienced in commercial transactions. The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Toronto and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree completed within thirty (30) days after Business Days of the appointment of the second arbitrator(s), unless otherwise agreed by the parties or the arbitrator(s) otherwise order(s) because special circumstances warrant an extension of time. The arbitrator(s) shall determine the procedures to be followed in the arbitration, with the nature, cost, time and burden of these procedures to be proportionate to the importance of the issues in dispute, the dollar amounts at issue and the complexity of the dispute. The arbitrator(s) shall have the power to award any remedy that, under Ontario Law, is within the power of an arbitrator to award. All decisions of such arbitrator or the majority decisions of such arbitrators will be final and binding upon the matter so submittedMinistry and BRI, with no right of appeal on any question of fact, law or mixed fact and law. Each of BRI and the Ministry shall appoint a third arbitrator. If either bear their own costs in the Seller or arbitration, and the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period costs of ten (10) days after written notice from the other party to make such appointment, then arbitration and of the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such or arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller by BRI and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingMinistry.

Arbitration. 9.8.1 Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by JAMS. Any party hereto may elect initiate arbitration by notice to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunderother party (a “Request for Arbitration”). Any such The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules JAMS rules governing commercial arbitration in effect at the time of the American Arbitration Association then pertaining and arbitration, except as they may be modified by the decision provisions of this Agreement. The place of the arbitrators with respect arbitration shall be Los Angeles, California. The arbitration shall be conducted by a single arbitrator appointed by the Beneficiaries party to such dispute shall be binding, final arbitration (“Disputing Beneficiaries”) from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesTrustees within fifteen (15) days after delivery of the Request for Arbitration. The Disputing Beneficiaries will make their appointment within ten (10) days after they receive the list of qualified individuals from the Trustees. In the event any party hereto the Trustees fail to send a list of at least five (5) qualified individuals to serve as arbitrator to the Disputing Beneficiaries within such fifteen (15) day time period, then the Disputing Beneficiaries shall elect appoint a qualified individual as such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Disputing Beneficiaries fail to submit any appoint an individual to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after their receipt of such dispute to arbitration hereunderlist from the Trustees, the Seller and Trustees shall appoint one of the Purchaser shall each appoint and pay all fees of a fit and impartial person individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties hereto and who has at least ten (10) years’ recent professional years of experience in the general subject matter practice of the disputecorporate law. Notice of such appointment The arbitration shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafter, appoint a third arbitrator. If following such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questioncompletion. The fees of applicable parties may agree to extend the third arbitrator and time limits specified in the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingforegoing sentence.

Arbitration. Any party hereto The Secured Parties or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto the Secured Parties or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Parties and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Parties or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Parties and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Parties and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Arbitration. Any party hereto may elect (a) Whenever in this Agreement it is provided that a dispute is to submit any be resolved by an Arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts finally resolved pursuant to an arbitration before a panel of three (3) arbitrators who will conduct the arbitration proceeding in accordance with the Commercial Arbitration Rules provisions of this Agreement and the rules of the American Arbitration Association then pertaining Association. Unless otherwise mutually agreed by Owner and Manager, the arbitration proceedings will be conducted in New York, New York. All arbitrators appointed by or on behalf of either party shall be independent persons with recognized expertise in the operation of hotels of similar size and class as the Hotels with not less than five (5) years' experience in the hotel industry. The party desiring arbitration will give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated as arbitrator on its behalf. Within fifteen (15) days after service of such notice, the other party will give written notice to the party desiring such arbitration specifying the name, address and professional qualifications of the person designated to act as arbitrator on its behalf. The two arbitrators will, within fifteen (15) days thereafter, select a third, neutral arbitrator. As soon as possible after the selection of the third arbitrator, and no later than fifteen (15) days thereafter, the parties will submit their positions on each disputed item in writing to the three arbitrators. The decision of the arbitrators with respect to such dispute so chosen shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees given within a period of a fit and impartial person as arbitrator with at least ten twenty (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3020) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a such third arbitrator. If The arbitrators must, by majority vote, agree upon and approve the substantive position of either Owner or Manager with respect to each disputed item, and are not authorized to agree upon or impose any other substantive position which has not been presented to the Seller arbitrators by Manager or Owner. It is the Purchaser shall fail intention of the parties that the arbitrators rule only on the substantive positions submitted to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed them by the party having made such appointment shall appoint a second arbitrator parties and the arbitrators are not authorized to render rulings which are a compromise as to any such substantive position. A decision in which any two (2) arbitrators so appointed shall, and acting hereunder concur in the event writing with respect to each disputed item shall in all cases be binding and conclusive upon Owner and Manager and a copy of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such said decision shall be in writing and in duplicate, one counterpart thereof to be delivered forwarded to the Seller parties. The parties will request that the arbitrators assess the costs and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award expenses of the arbitrators in accordance with Arbitration and their fees against the rules parties based on a finding as to which parties' substantive positions were not upheld. Otherwise the fees and statutes applicable thereto then obtainingexpenses of the Arbitration will be treated as an Operating Cost unless otherwise determined by the arbitrators.

Arbitration. Any party hereto Either Landlord or the Guarantor may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller Landlord and the Purchaser Guarantor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantor shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller applicable Landlord and the PurchaserGuarantor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller applicable Landlord and one to the PurchaserGuarantor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. Landlord and the Guarantor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, Landlord and the Guarantor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. A. Any party hereto may elect dispute or disagreement arising between FTV and XXX in connection with this Agreement that is not settled to submit any dispute hereunder that has an amount their mutual satisfaction within the applicable notice or cure periods provided in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration this Agreement, shall be conducted settled by arbitration in BostonPortland, Massachusetts Oregon, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive in effect on the partiesdate that such notice is given. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller If FTV and the Purchaser shall each appoint and pay all fees of XXX cannot agree on a fit and impartial person as single arbitrator with at least ten within fifteen (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3015) days after the appointment of the second applicable notice or cure period has expired, FTV and XXX shall each select an arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a within such fifteen (15)day period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon shall select a third arbitrator within forty five ten (4510) days after days. If the appointment of parties fail to appoint arbitrators or the second arbitrators cannot agree on a third arbitrator, then such third arbitrator shall be appointed by either party may request that the American Arbitration Association from its qualified panel of arbitrators, select and appoint a neutral arbitrator who shall be a person having at least ten (10) years’ recent professional experience act as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessessole arbitrator. The decision of the arbitrator or arbitrators shall be rendered within thirty (30) days after appointment final and binding upon FTV and XXX and shall include written findings of the third arbitrator. Such decision shall law and fact, and judgment may be obtained thereon by either FTV or XXX in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction jurisdiction. FTV and XXX shall each bear the cost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, shall be shared equally by FTV and XXX unless the award otherwise provides. The arbitrator or arbitrators shall be instructed to establish procedures such that a decision can be rendered within sixty (60) days of the appointment of the arbitrator or arbitrators. Except as otherwise provided in Paragraph XVII.E. of this Agreement (relating to liquidated damages), in no event shall the arbitrator or arbitrators have the power to award any damages for lost or prospective profits, or any other special, punitive, exemplary, consequential, incidental or indirect losses or damages as a result of the performance or nonperformance of its obligations under this Agreement, or its acts or omissions related to this Agreement, whether or not arising from sole, joint or concurrent negligence or strict liability, regardless of whether such damages may be entered upon the award available under applicable law. FTV and XXX hereby waive their rights, if any, to recover any such damages, whether in arbitration or litigation. This paragraph shall not be construed to limit either party's ability to recover under Article XI of the arbitrators this Agreement entitled Indemnification --------------- with respect to claims of third parties brought against such party (as described in accordance with the rules and statutes applicable thereto then obtainingParagraph XVII.D. of this Agreement).

Arbitration. Any party hereto may elect to submit any A dispute hereunder that has an amount in controversy in excess between the Parties arising out of $250,000 to arbitration hereunder. Any such arbitration Section 4.3 hereof shall be conducted in Boston, Massachusetts in accordance with tried by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then pertaining in effect at the time of such arbitration, with the exceptions, as hereinafter provided for. The request for arbitration shall be in writing, setting forth in detail the claim or claims to be arbitrated, the amount involved, if any, and the decision remedy sought. It shall be delivered to the other Party within ninety (90) days of the arbitrators with respect date of the first knowledge of the claiming Party of the occurrence or conditions giving rise to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of Any failure to request arbitration within such appointment ninety (90) day period shall be sent in writing by each party deemed a waiver of the right to arbitrate the other, and the arbitrators so appointed, in the event of their failure to agree within thirty dispute. Within fifteen (3015) days after the appointment delivery of the second arbitrator request, the Parties shall agree upon the matter so submitted, shall appoint a third an arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure Parties are unable to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third the arbitrator within forty five such fifteen (4515) days after days, the appointment of the second arbitrator, then such third arbitrator who shall be appointed by an expert in the American Arbitration Association from its qualified panel field of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to knowledge wherein the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the partiescontroversy lies, shall be paid selected by the respective party engaging such counsel or calling or engaging such witnessesSenior Judge of the United States Court of Appeals for the Eighth Circuit. The decision of the arbitrators arbitrator shall be rendered within thirty (30) days after appointment limited to selecting either the position and remedy stated by the Party in its request or the position and remedy stated by the other Party in its response to such request. The arbitrator shall have no power to mediate or compromise any dispute, but shall have only the limited authority herein provided to review the information presented by the Parties and to select the position and remedy proposed by one of the third arbitratorParties. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the The award of the arbitrators arbitrator shall be binding upon the Parties. It is mutually understood that the existence of a dispute which has or may become the subject of an arbitration shall in no way excuse either Coteau or Dakota from performing its obligations under Section 4.3 hereof, and each of the Parties hereto shall continue to perform in accordance with the rules and statutes applicable thereto then obtainingterms of this Agreement irrespective of the existence of any such dispute.

Arbitration. (a) Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party hereto to this Agreement may elect initiate arbitration by notice to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunderother party (a “Request for Arbitration”). Any such The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules AAA rules governing commercial arbitration in effect at the time of the American Arbitration Association then pertaining and arbitration, except as they may be modified by the decision provisions of this Agreement. The place of the arbitrators with respect to such dispute arbitration shall be bindingChicago, final Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Stockholder(s) involved in the arbitration who did not submit the Request for Arbitration from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesStockholder submitting the Request for Arbitration within fifteen (15) days after delivery of the Request for Arbitration. The Stockholder(s) who did not submit the Request for Arbitration will make the appointment within ten (10) days after it receives the list of qualified individuals. In the event any party hereto the Stockholder submitting the Request for Arbitration fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the other Stockholders within such fifteen-day time period, then the Stockholders who did not submit the Request for Arbitration shall elect appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Stockholders who did not submit the Request for Arbitration fail to submit any appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such dispute to arbitration hereunderlist from the submitting Stockholder, the Seller and submitting Stockholder shall appoint one of the Purchaser shall each appoint and pay all fees of a fit and impartial person individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to this Agreement and who has at least ten (10) years’ recent professional years of experience in the general subject matter practice of the disputelaw with experience in corporate governance. Notice of such appointment The arbitration hearing shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration hearing shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafter, appoint a third arbitrator. If following such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questioncompletion. The fees of parties may agree to extend the third arbitrator and time limits specified in the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingforegoing sentence.

Arbitration. Any party hereto Landlord or Tenant may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto Landlord or Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Landlord and the Purchaser Tenant shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Tenant shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserTenant, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserTenant. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. Landlord and Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto Either Partner may elect cause to submit any dispute hereunder that has an amount in controversy in excess of $250,000 be submitted to arbitration hereunderall disputes, controversies or questions of interpretation arising out of this Agreement or any breach or default hereunder by giving to the other Partner notice to that effect. Any such The arbitration shall be held in ^, Illinois and shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and as in effect at the decision time of such arbitration except as follows. The Partner desiring arbitration shall include in its notice to the other Partner the name of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesarbitrator chosen by it. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice Within twenty days after receipt of such appointment shall be sent in writing notice the Partner receiving notice shall, by each party written notice to the otherPartner desiring arbitration, name the arbitrator chosen by it and the arbitrators so appointed, in the event of their failure to agree within thirty (30) twenty days after the appointment of the second arbitrator upon an additional arbitrator shall be selected by the matter so submittedtwo arbitrators xxxxxxxxxxx appointed; provided, however, if one of the Partners shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail have failed to appoint an arbitratorarbitrator as xxxxxxxxxxx provided, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the sole arbitrator appointed by the party having made such appointment other Partner shall appoint a second arbitrator and arbitrate the matter alone. If the two (2) so appointed shall, in the event of their failure arbitrators shall have failed to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third select an additional arbitrator within forty five (45) days after the appointment of above stated time, the second arbitrator, then such third additional arbitrator shall be appointed by the Chief judge of the United States Court of Appeals for the Seventh Circuit, acting in his individual capacity, or in the event of his failure to appoint the additional arbitrator, by the Chicago Regional Director of the American Arbitration Association from its qualified panel Association. No arbitrator shall be an employee or former employee of arbitratorsthe Partnership, either Partner, or an Affiliate of either Partner. After their selection, the arbitrators (or sole arbitrator as the case may be) shall proceed promptly with the arbitration proceedings and shall be come to a person having at least ten decision and shall deliver a written report thereof to both Partners no later than ninety days after the selection of the last of their number (10) years’ recent professional experience as to or in the subject matter in questioncase of a sole arbitrator, 110 days after his selection). Each Partner shall pay the cost and expenses of the arbitrator appointed by it and shall share equally the other costs and expenses of the arbitration, including the costs and expenses of the additional arbitrator. The fees right of the third arbitrator and the expenses incident either Partner to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel seek or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision obtain any remedy pursuant to this Article XI shall be in writing and in duplicate, one counterpart thereof to be delivered addition to the Seller remedies provided for in Article X hereof and one to shall survive the Purchaser. A judgment dissolution of the Partnership or the sale and purchase of a court of competent jurisdiction may be entered upon Partner's Interest in the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingPartnership pursuant to Article X hereof.

Arbitration. Any party hereto may elect to submit any dispute hereunder 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 has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such the arbitration shall be conducted in Bostonat 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, Massachusetts in accordance with to the Commercial Arbitration Rules extent necessary to establish a claim or defense to a claim, subject to supervision by the arbitrator. The determination of the American Arbitration Association then pertaining arbitrator shall be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the decision of Corporation or as the arbitrators with respect to such dispute arbitrator shall be binding, final and conclusive on the partiesotherwise equitably determine. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller services of an arbitrator are required and if the Purchaser shall each appoint Executive and pay all fees of a fit and impartial person as arbitrator with at least ten Corporation are unable within five (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (305) days after the appointment of the second arbitrator determining such services are required to agree upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint identity of an arbitrator, as aforesaid, for a period of within ten (10) days after written notice from thereafter the other party to make such appointment, then the arbitrator appointed by the party having made such appointment Executive and Corporation shall appoint a second each select an arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrators shall select by mutual agreement an arbitrator. If such arbitrators fail either party fails to agree upon a third arbitrator within forty five (45) days after select an arbitrator, then the appointment of other party shall select the second arbitrator, then such third and an arbitrator shall be appointed selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the those arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered mutually agree upon the award selection of an arbitrator who will be the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitrator.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration If Buyer and Seller shall be conducted in Boston, Massachusetts in accordance with unable to agree on the Commercial Arbitration Rules ----------- amount of any adjustments to the American Arbitration Association then pertaining and the decision of the arbitrators with respect Purchase Price pursuant to such dispute this Section 2.3 (a "Disagreement") or shall be binding, final and conclusive on the parties. In the event unable resolve any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree ------------ Disputed Item within thirty (30) days after the appointment of the second arbitrator upon the matter so submittednotice from Buyer to Seller that a Disagreement or Disputed Item exists, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of within ten (10) days after written notice from the other party Buyer to make such appointmentSeller that a Disputed Amount exists, then the arbitrator appointed by the party having made a Representative of Seller and a Representative of Buyer shall endeavor in good faith to resolve such appointment shall appoint a second arbitrator and the two (2) so appointed shallDisagreement, in Disputed Item or Disputed Amount. In the event of their failure that such Representatives are unable to agree upon resolve any decision such Disagreement, Disputed Item or Disputed Amount within thirty (30) days, Buyer and Seller shall, within ten (10) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third an arbitrator within forty five (45"Arbitrator") days after the appointment of the second arbitrator, then such third arbitrator shall be appointed who is licensed by the ---------- American Arbitration Association from its qualified panel ("AAA") to arbitrate such Disagreement, --- Disputed Item or Disputed Amount. In the event Buyer and Seller cannot agree on the selection of arbitratorsthe Arbitrator, Buyer shall select one arbitrator and Seller shall select one arbitrator who shall together select the Arbitrator who shall arbitrate the matter. Buyer and Seller shall, within twenty (20) days thereafter present their positions with respect to the disputes to the Arbitrator, together with such other materials as the Arbitrator deems appropriate. The Arbitrator shall, after the submission of the evidentiary materials, submit a written decision on each dispute to Seller and Buyer. Any determination by the Arbitrator with respect to any dispute shall be final and binding on each party to this Agreement. The Arbitrator shall comply, and the arbitration shall be a person having at least ten (10) years’ recent professional experience as to conducted in the subject matter State of Delaware in question. The fees accordance with the commercial arbitration rules of the third arbitrator AAA as in effect for commercial arbitrations conducted in the State of Delaware by the AAA. Seller and Buyer agree that the expenses incident to costs of the proceedings Arbitrator shall be borne equally between the by Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingBuyer.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount All disputes relating to, arising out of or in controversy in excess connection with the validity, interpretation or performance of $250,000 to arbitration hereunder. Any such arbitration this Agreement, including tort claims, shall be conducted in Boston, Massachusetts resolved by binding arbitration in accordance with the Commercial Arbitration Rules commercial rules of arbitration of the American Arbitration Association, as supplemented or modified by this Agreement. Written notice of a claim and demand for arbitration must be given to the other party (the “Respondent”) not more than one hundred and twenty (120) days after the date of (i) the events giving rise to the claim occur or (ii) the date the claim is discovered. Response to the demand for arbitration shall be due not later than twenty (20) days after receipt of notice. The claim will be deemed denied if Respondent does not answer the demand within that time period. Not more than twenty (20) days after Respondent answers the demand (or, if there is no answer, after the time for answer has elapsed) (the “Answer Date”), the parties shall select a single neutral arbitrator. If the parties cannot agree upon such arbitrator within twenty (20) days of the Answer Date, then either party may request the American Arbitration Association then pertaining to select the third Arbitrator. Any Arbitrator selected under this Section shall be a person with business, financial or legal experience in the health care industry of at least five (5) years, who is generally familiar with the issues in dispute. The Arbitrator(s) shall not ignore the terms of this Agreement and shall be bound by Nevada substantive law. The arbitration decision shall include written findings of fact and conclusions of law. The arbitration decision may include equitable relief, but may not include punitive or exemplary damages. The prevailing party, as determined by the Arbitrator(s), shall be entitled to reasonable attorneys’ fees and costs. In cases submitted to arbitration, the parties agree to share equally in the arbitrator’s fees and expenses, if any, unless otherwise assessed against the non-prevailing party by the Arbitrator(s). The parties agree that the decision of the arbitrators with respect to such dispute Arbitrator(s) shall be binding, final and conclusive on binding as to each of them, and that the parties. In arbitration award may be enforced in any court having jurisdiction thereof, by the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees filing of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party petition to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingenforce said award.

Arbitration. Any party hereto Subject to Section G of this Arbitration Provision, giving you the right to opt-out of arbitration, if we cannot resolve a Claim as set forth in Section A of this Arbitration Provision within sixty (60) days of receipt of the notice, then either you or we may elect submit the Claim to submit any dispute hereunder that has an amount formal arbitration in controversy in excess accordance with this Section B of $250,000 this Arbitration Provision. Upon expiration of the applicable sixty-day period and to the fullest extent permitted by applicable law, a Claim will be resolved solely by binding arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the Claim has a claimed value of not more than $250,000, then pertaining the arbitration will be heard and the decision of the arbitrators determined by a single neutral arbitrator who is a retired judge or a lawyer with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten not less than fifteen (1015) years’ recent professional experience as a practicing member of the bar in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party substantive practice area related to the otherClaim, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to who will administer the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules AAA’s “Supplementary Procedures for Consumer-Related Claims.” If the Claim has a claimed value of more than $250,000, or if we elect in our sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and statutes determined by a three-member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party-appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable thereto law and the provisions of this Bank Account Agreement, will determine any Claim according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If a party properly submits the Claim to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within sixty (60) days of the filing of a “demand for arbitration,” then obtaining.either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined “Arbitration Rules and Procedures”, or by any other arbitration administration service that you and an officer or legal representative of ours consent to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Claim set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 JAMS: 949.224.1810 http: /xxx.xxx.xxx/ http: /xxx.xxxxxxx.xxx/

Arbitration. (a) Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to Agreement Dispute shall be exclusively and finally settled by arbitration hereunderadministered by the American Arbitration Association (“AAA”). Any such Party (a “Requesting Party”) may initiate arbitration by notice to the other affected Party or Parties (a “Recipient Party”) (a “Request for Arbitration”). The arbitration shall be conducted in Boston, Massachusetts in accordance with AAA rules governing commercial arbitration in effect at the Commercial Arbitration Rules time of the American Arbitration Association then pertaining and arbitration, except as they may be modified by the decision provisions of this Agreement. The place of the arbitrators with respect to such dispute arbitration shall be bindingChicago, final Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Recipient Party from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesRequesting Party to the Recipient Party within fifteen (15) days after delivery of the Request for Arbitration. In the event any party hereto shall elect the Requesting Party fails to submit any such dispute send a list of at least five (5) qualified individuals to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person serve as arbitrator with to the Recipient Party within such fifteen-day period, then the Recipient Party shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Recipient Party fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) years’ recent professional days after its receipt of such list from the Requesting Party, the Requesting Party shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with either of the Parties and who has at least fifteen (15) years of experience in the general subject matter practice of the disputelaw with experience in corporate or commercial transactions. Notice of such appointment The arbitration shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafter, appoint a third arbitrator. If following such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questioncompletion. The fees of Parties may agree to extend the third arbitrator and time limits specified in the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwiseforegoing sentence. The fees of respective counsel engaged by the partiesParties intend that all Agreement Disputes, and the fees of expert witnesses and other witnesses called for by the partiesincluding those relating to indemnification obligations with respect to Third-Party Claims, shall will be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators determined expeditiously in accordance with the rules schedule set forth above. In the event that more than one Request for Arbitration is filed with the AAA relating to the same dispute, the arbitrator selected pursuant to the first made Request for Arbitration filed with the AAA shall decide all related demands for arbitration made by any and statutes applicable thereto then obtainingall Parties.

Arbitration. Any party hereto In the event of a dispute ----------- among the parties with respect to the validity, intent, interpretation, performance, enforcement or arbitrability of any of the terms contained in this Agreement or any claim arising out of or in connection with this Agree- ment, except for disputes or claims involving the types of matters set forth in Section 12.2, such dispute or claim shall promptly be submitted for resolution to the Board of Directors of G-Modelo. If the G-Modelo Board of Directors, by a Qualified Vote, shall be unable to re- solve the dispute within 30 days, the Controlling Share- holders shall appoint a Controlling Shareholder Nominee and the Investor shall appoint an Investor Nominee to a special committee. The members of the special committee shall use their best efforts to reach an amicable resolu- tion of the dispute and any mutually acceptable resolu- tion shall be deemed final and binding and shall be implemented as soon as practicable. If the special committee is unable to resolve the dispute within 30 days after its appointment or, if either the Controlling Shareholders or A-B shall have failed to appoint a repre- sentative to the special committee, within 30 days after either the Controlling Shareholders or A-B has appointed its representative, the matter shall be submitted for final resolution to an international arbitration panel consisting of three arbitrators selected as follows: the Chairman of A-B shall select one arbitrator; a majority of the Controlling Shareholders shall select one arbitra- tor; and the two arbitrators so appointed shall select a third arbitrator. The third arbitrator shall be the presiding arbitrator and may elect not be a citizen or resident of either the United States or Mexico and must be unaf- filiated with the parties hereto. In the event either the Controlling Shareholders or A-B shall have failed to submit select an arbitrator within 15 days after either the Controlling Shareholders or A-B has selected its arbi- trator or the two arbitrators so selected shall fail to agree on a third arbitrator, such arbitrator shall be selected by the United States Representative of the International Chamber of Commerce. The place of arbitra- tion shall be New York City, in the State of New York, the United States of America. All arbitrators shall be fluent in both the English and Spanish languages and their award shall be rendered in English. The English language shall be used in all documents, briefs, evidence and any dispute hereunder that has an amount in controversy in excess of $250,000 other writings submitted to the arbitration hereunderpanel. Any such All arbitration proceedings shall be conducted in Boston, Massachusetts the English language. The arbitration procedure set forth in this Section 12.1 shall be the sole and exclu- sive means of settling or resolving any dispute referred to in this Section 12.1. The arbitration shall be con- ducted in accordance with the Commercial UNCITRAL Arbitration Rules of the American Arbitration Association then pertaining and the decision in effect, as modified herein. The award of the arbitrators with respect to such dispute shall be binding, final and conclusive binding on the partiesparties and may be presented by any of the parties for enforcement in any court of competent jurisdiction and the parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of this arbitration agreement and any award rendered hereunder. In the event any party hereto shall elect to submit any such dispute enforce- ment action, irrespective of where it is brought, none of the parties will seek to arbitration hereunderinvalidate or modify the deci- sion of the arbitrators or otherwise to invalidate or circumvent the procedures set forth in this Section 12.1 as the sole and exclusive means of settling or resolving such dispute, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience including by appeal to any court which would otherwise have jurisdiction in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionmatter. The fees of the third arbitrator arbitrators and the expenses incident to the proceedings other costs of such arbitration shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, parties in such propor- tions as shall be paid by specified in the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration award.

Arbitration. Any party In the event of any dispute or controversy arising out of or relating to this Agreement, the parties hereto may elect agree to submit such dispute or controversy to binding arbitration. The sole arbitrator shall be selected from the list of arbitrators supplied by the American Arbitration Association following written request by any dispute hereunder party hereto. If the parties hereto cannot agree upon an arbitrator within thirty (30) days following receipt of the list of arbitrators by all parties to such arbitration, then either party may request, in writing, that has the American Arbitration Association appoint an amount arbitrator within ten (10) days following receipt of such request (the “Arbitrator”). If the arbitration is initiated by ITV, the arbitration shall take place in controversy Sacramento County, California. If the arbitration is initiated by NUTRA, the arbitration shall take place in excess of $250,000 Boston, Massachusetts. Subject to the foregoing, the arbitration hereundershall be held at a place and time mutually agreeable to the parties or if no such agreement is reached within ten (10) days following notice from the Arbitrator, at a place and time determined by the Arbitrator. Any such Such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining in effect. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Sacramento County, California or Boston Massachusetts, as applicable. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation or arbitration between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this Section. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section, and stipulates that the Arbitrator shall have in personam jurisdiction and venue over each of them for the purpose of resolving any dispute, controversy, or proceeding arising out of or related to this Agreement. The decision of the arbitrators with respect to such dispute Arbitrator shall be binding, final and conclusive binding on all the partiesparties to the arbitration, shall be non-appealable and may be enforced by any court of competent jurisdiction. In the event any party hereto shall elect addition to submit any such dispute to arbitration hereunderattorneys’ fees as provided herein, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment prevailing party shall be sent in writing by each party entitled to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice recover from the other non-prevailing party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator reasonable costs and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionexpenses. The costs and fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, arbitration shall be paid by the respective party engaging such counsel or calling or engaging such witnessesnon-prevailing party. The decision of Arbitrator may grant any remedy that the arbitrators shall be rendered within thirty (30) days after Arbitrator deems appropriate including, without limitation, injunctive relief or specific performance. Prior to the appointment of the third arbitrator. Such decision Arbitrator, any party may seek a temporary restraining order or a preliminary injunction that shall be in writing and in duplicate, one counterpart thereof to be delivered to effective until a final decision is rendered by the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingArbitrator.

Arbitration. If Buyer and Sellers shall be unable to agree on the ----------- amount of any adjustments to the Purchase Price pursuant to this Section 2.3 (a "Disagreement") or shall be unable resolve any Disputed Item within thirty (30) ------------ days after notice from Buyer to Sellers that a Disagreement or Disputed Item exists, then a Representative of Sellers and a Representative of Buyer shall endeavor in good faith to resolve such Disagreement or Disputed Item. In the event that such Representatives are unable to resolve any such Disagreement or Disputed Item within thirty (30) days, Buyer and Sellers shall, within ten (10) business days thereafter, appoint an arbitrator ("Arbitrator") who is licensed ---------- by the American Arbitration Association ("AAA") to arbitrate such Disagreement --- or Disputed Item. In the event Buyer and Sellers cannot agree on the selection of the Arbitrator, Buyer shall select one arbitrator and Sellers shall select one arbitrator who shall together select the Arbitrator who shall arbitrate the matter. Buyer and Sellers shall, within twenty (20) days thereafter present their positions with respect to the disputes to the Arbitrator, together with such other materials as the Arbitrator deems appropriate. The Arbitrator shall, after the submission of the evidentiary materials, submit a written decision on each dispute to Sellers and Buyer. Any party hereto may elect determination by the Arbitrator with respect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 shall be final and binding on each party to arbitration hereunderthis Agreement. Any such The Arbitrator shall comply, and the arbitration shall be conducted in Boston, Massachusetts the State of Delaware in accordance with the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association then pertaining AAA as in effect for commercial arbitrations conducted in the State of Delaware by the AAA. Sellers and Buyer agree that the decision costs of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings Arbitrator shall be borne equally between the Seller by Sellers and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingBuyer.

Arbitration. Any party hereto The Landlord, on the one hand, or the Guarantors, on the other hand, may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration dispute shall be conducted in Boston, Massachusetts and be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on all of the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller Landlord, on the one hand, and the Purchaser Guarantors, on the other hand, shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantors shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Landlord and the PurchaserGuarantors, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Landlord and one to the PurchaserGuarantors. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Landlord and the Tenant acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager's Management Agreement, Landlord and Tenant shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto Beneficiary or the Guarantor may elect to submit to arbitration any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder250,000. Any such arbitration submitted shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit that any such dispute is submitted to arbitration hereunder, the Seller applicable Beneficiary and the Purchaser Guarantor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Landlord or the Purchaser Guarantor shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller applicable Beneficiary and the PurchaserGuarantor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller applicable Beneficiary and one to the PurchaserGuarantor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Landlord and the Guarantor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, the Landlord and the Guarantor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect to submit any a. Whenever in this lease it is provided that a dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such shall be resolved by arbitration, the arbitration shall be conducted in BostonPhiladelphia, Massachusetts Pennsylvania, as provide din this Article 58. The party desiring such arbitration shall give written notice thereof to the other specifying the dispute to the arbitrated. Within twenty (20) days after the date on which the arbitration procedure is invoked as provided in accordance with this Lease, each party shall appoint an experienced arbitrator and notify the Commercial Arbitration Rules other party of the American Arbitration Association then pertaining arbitrator's name and the decision address. For purposes of the arbitrators with respect to such dispute this Article 58, an "experienced arbitrator" shall be binding, final and conclusive on the parties. In the event an individual unrelated to any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with who possesses at least ten (10) years’ recent professional years experience in the general development, management or leasing of first class office space in complex real estate transactions in the Philadelphia metropolitan area, and who has at no time ever represented or acted on behalf of any of the parties. The party who selects the experienced arbitrator may not consult with such experienced arbitrator, directly or indirectly, to determine such experienced arbitrator's position on the issue which is the subject matter of the dispute. Notice If the party fails to so appoint an experienced arbitrator and notify the other party of such appointment arbitrator's name and address, an arbitrator shall be sent in writing by each party appointed pursuant to the othersame procedure that is followed when agreement cannot be reached as to the third arbitrator. Within ten (10) days after the appointment of the second experienced arbitrator and notice to the other part of such arbitrator's name and address, and the two arbitrators so appointed, in appointed shall notify both parties of the event of their failure third arbitrator's name and address. If the three arbitrators to agree be so appointed are not appointed within thirty (30) days after the appointment of date the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, arbitration procedure is invoked as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointmentprovided in this Lease, then the arbitrator appointed by or arbitrators, if any, who have been selected shall proceed to carry out the party having made such appointment arbitration. The arbitrator or arbitrators so selected shall appoint furnished Lessor and Lessee with a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any written decision within thirty (30) days thereafterafter the date of selection of the last of the arbitrators to be so selected. Any decision so submitted shall be signed by a majority of the arbitrators, appoint if more than two have been selected. If only two arbitrators have been selected and they are unable to agree, then either Lessor or Lessee shall be entitled to apply to the President Judge of the Court of Common Pleas of Delaware County, Pennsylvania for the selection of a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator arbitration who shall be appointed selected from a list of names of experienced arbitrators submitted by Lessor or from a list of names submitted by Lessee, as the American Arbitration Association from case may be, unless both Lessor and Lessee submits lists of names, in which case the Court, in its qualified panel of arbitratorssole discretion, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of select the third arbitrator and from the expenses incident lists. In the event of any subsequent vacancies or inabilities to perform among the proceedings arbitrators appointed, the arbitrator or arbitrators involved shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators replaced in accordance with the rules provisions of this Article 58 as if such replacement was an initial appointment to be made under this Article 58 within the time constraints set forth in this Article 58, measured from the date of notice of such vacancy or inability to the person or persons required to make such appointment, with all the attendant consequences of failure to act timely if such appointment person is the party hereto. In designating arbitrators and statutes applicable thereto in deciding the dispute, the arbitrators shall utilize their utmost skill and act diligently in accordance with the Commercial Rules of Arbitration then obtainingin force of the American Arbitration Association, subject, however, to such limitations as may be placed upon them by the provisions of this lease.

Arbitration. Any All claims, disputes and other matters in question between the parties hereto arising out of, or relating to, this Agreement or the breach thereof shall be decided by arbitration unless the parties mutually agree otherwise. In any such event, the party hereto desiring arbitration shall give notice to that effect to the other party, specifying in such notice the name and address of the person designated to act as an arbitrator on its behalf. Within fifteen (15) days after receipt of such notice, the other party shall give written notice to the first party specifying the name and address of the person designated to act as arbitrator on its behalf. If the second party fails to notify the first party of the appointment of its arbitrator within such 15-day period, then the appointment of a second arbitrator shall be made by the then presiding Judge of the Superior Court of the State of Arizona for the County of Maricopa upon the request of the first party, and the second party shall not raise any question as to the Court's full power and jurisdiction to entertain the application and make the appointment and the person so appointed shall be the second arbitrator. The arbitrators so chosen shall meet within ten (10) days after the second arbitrator is appointed. If the two arbitrators shall not agree upon the decision to be made in such dispute, they shall, themselves, appoint a third arbitrator who shall be a competent and impartial person, and in the event they are unable to agree upon such appointment within ten (10) days, the, third arbitrator shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both, may elect request the then presiding Judge of the Superior Court of the State of Arizona for the County of Maricopa to submit appoint such third arbitrator, and the other party shall not raise any dispute question as to the Court's full power and jurisdiction to entertain the application and make the appointment and the person so appointed shall be the third arbitrator. The decision of the arbitrators so chosen shall be given within a period of thirty (30) days after appointment of such third arbitrator. The decision in which any two of the arbitrators so appointed and acting hereunder that has an amount concur shall in controversy all cases be binding and conclusive upon the parties. Each party shall pay the fees and expenses of the arbitrator appointed by such party, or in excess whose stead as above provided such arbitrator was appointed, and the fees and expenses of $250,000 to arbitration hereunderthe third arbitrator, if any, shall be home equally by both parties. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules rules then in effect of the American Arbitration Association then pertaining and Association. The foregoing agreement to arbitrate shall be specifically enforceable under the decision laws of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees State of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionArizona. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged award rendered by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing final, and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators it in accordance with applicable laws in any court having jurisdiction thereof. Any demand for arbitration shall be made within a reasonable time after the rules claim, dispute or other matter in question has arisen, and statutes in no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable thereto then obtainingstatute of limitations. Unless otherwise agreed in writing, the parties shall carry on the work required hereunder during any arbitration proceedings.

Arbitration. Any party hereto may elect If there is a disagreement or dispute between the parties with respect to submit any this Agreement or the interpretation thereof, such disagreement or dispute hereunder that has an amount in controversy in excess of $250,000 will be referred to binding arbitration hereunder. Any such arbitration shall to be conducted in Bostonby a single arbitrator, Massachusetts in accordance with if Executive and the Commercial Arbitration Rules of Corporation agree upon one, otherwise by three arbitrators appointed as hereinafter set out, pursuant to the American Arbitration Association then pertaining and Association’s (the decision “AAA”) rules governing commercial arbitration in effect at the time of the arbitrators with respect arbitration, except as modified herein. A party who wishes to such dispute arbitrate shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice give written notice of such appointment shall be sent in writing by each party intention to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint (a second arbitrator and the two (2) so appointed shall, in the event “Notice of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitratorIntention”). If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third The arbitrator shall be appointed by agreement by agreement of Executive and the American Arbitration Association from its qualified panel Corporation or, in default of arbitrators, and shall be a person having at least agreement within ten (10) years’ recent professional experience as to Business Days of service of the subject matter in question. The fees Notice of Intention, each of Executive and the Corporation shall within five (5) Business Days of the expiry of the aforesaid ten (10) Business Day period, select one arbitrator and notify the other of its selection, with the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged chosen by the partiesfirst two named arbitrators within five (5) Business Days of the expiry of the aforesaid five (5) Business Day period. If one of the parties does not so notify the other of its selection within the prescribed time, and then the fees of expert witnesses and other witnesses called for arbitrator selected by the parties, shall be paid by the respective other party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules above procedure shall be the sole arbitrator. The arbitration shall be held in Delaware. The procedure to be followed shall be as agreed by the parties or, in default of agreement, determined by the arbitrator(s), provided, however, that depositions or examinations for discovery will not be allowed but information may be exchanged by other means. The parties will use their best efforts to ensure that the arbitration hearing is conducted no later than sixty (60) days after the arbitrator is, or arbitrators are, selected. The final decision of the arbitrator or arbitrators or any two of the three arbitrators will be furnished to the parties in writing and statutes applicable thereto then obtainingwill constitute a conclusive determination of the issue in question, binding upon the parties, without right of appeal. The fees and expenses of the arbitration shall be in the discretion of the arbitrator(s). Judgment upon the award may be entered in any court of competent jurisdiction.

Arbitration. In the event the Depositary is advised that a judgment of a court in the United States court may not be recognized, the following provisions shall apply: (i) Any controversy, claim or cause of action brought by any party or parties hereto may elect against any other party or parties hereto arising out of or relating to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the Deposit Agreement shall be conducted in Boston, Massachusetts settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association, and judgment upon the decision award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (ii) The place of the arbitrators with respect to such dispute arbitration shall be bindingthe City of Nxx Xxxx, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderXxxxx xx Xxx Xxxx, the Seller and the Purchaser shall each appoint and pay all fees Xxxxxx Xxxxxx of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the otherAmerica, and the language of the arbitration shall be English. (iii) The number of arbitrators so appointedshall be three, each of whom shall be disinterested in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitteddispute or controversy, shall appoint a third arbitratorhave no connection with any party thereto, and shall be an attorney experienced in international securities transactions. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other Each party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second one arbitrator and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (2) so appointed shalli.e., claimant and respondent), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of action. If either or both parties fail to select an arbitrator, or if such alignment (in the event of their failure to agree upon any decision there is more than two parties) shall not have occurred, within thirty sixty (3060) calendar days thereafter, appoint a third arbitrator. If such after the initiating party serves the arbitration demand or the two arbitrators fail to agree upon select a third arbitrator within forty five sixty (4560) calendar days after of the appointment selection of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to appoint the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with its rules. The parties and the rules American Arbitration Association may appoint the arbitrators from among the nationals of any country, whether or not a party is a national of that country. (iv) The arbitrators shall have no authority to award damages not measured by the prevailing partys actual damages and statutes applicable thereto then obtainingshall have no authority to award any consequential, special or punitive damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Deposit Agreement. (v) In the event any third-party action or proceeding is instituted against the Depositary relating to or arising from any act or failure to act by the Company, the Company hereby submits to the personal jurisdiction of the court or administrative agency in which such action or proceeding is brought.

Arbitration. Any party hereto may elect (a) Whenever in this Agreement it is provided that a dispute is to submit any be resolved by an Arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts finally resolved pursuant to an arbitration before a panel of three (3) arbitrators who will conduct the arbitration proceeding in accordance with the Commercial Arbitration Rules provisions of this Agreement and the rules of the American Arbitration Association then pertaining Association. Unless otherwise mutually agreed by Tenant and Landlord, the arbitration proceedings will be conducted in New York, New York. All arbitrators appointed by or on behalf of either party shall be independent persons with recognized expertise in the operation of hotels of similar size and class as the Hotel with not less than five (5) years’ experience in the hotel industry. The party desiring arbitration will give Notice to that effect to the other party, specifying in such Notice the name, address and professional qualifications of the person designated as arbitrator on its behalf. Within fifteen (15) days after service of such Notice, the other party will give Notice to the party desiring such arbitration specifying the name, address and professional qualifications of the person designated to act as arbitrator on its behalf. The two arbitrators will, within fifteen (15) days thereafter, select a third, neutral arbitrator. As soon as possible after the selection of the third arbitrator, and no later than fifteen (15) days thereafter, the parties will submit their positions on each disputed item in writing to the three arbitrators. The decision of the arbitrators with respect to such dispute so chosen shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees given within a period of a fit and impartial person as arbitrator with at least ten twenty (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3020) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a such third arbitrator. If The arbitrators must, by majority vote, agree upon and approve the substantive position of either Tenant or Landlord with respect to each disputed item, and are not authorized to agree upon or impose any other substantive position which has not been presented to the Seller arbitrators by Tenant or Landlord. It is the Purchaser shall fail intention of the parties that the arbitrators rule only on the substantive positions submitted to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed them by the party having made such appointment shall appoint a second arbitrator parties and the arbitrators are not authorized to render rulings which are a compromise as to any such substantive position. A decision in which any two (2) arbitrators so appointed shall, and acting hereunder concur in the event writing with respect to each disputed item shall in all cases be binding and conclusive upon Tenant or Landlord and a copy of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such said decision shall be in writing and in duplicate, one counterpart thereof to be delivered forwarded to the Seller parties. The parties will request that the arbitrators assess the costs and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award expenses of the arbitrators in accordance with Arbitration and their fees against the rules parties based on a finding as to which parties substantive positions were not upheld. Otherwise the fees and statutes applicable thereto then obtainingexpenses of the arbitration will be treated as an Operating Cost and paid by Tenant unless otherwise determined by the arbitrators.

Arbitration. Any party hereto may elect If a dispute arises under this Lease, the parties shall proceed to submit any resolve the dispute hereunder that has an amount in controversy in excess of $250,000 to by arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules provisions of this Section 43. The party desiring arbitration shall give written notice to that effect to the other party, specifying in the notice the nature of the American Arbitration Association then pertaining dispute and the name and address of three persons acceptable to it to act as arbitrator on its behalf. Within five (5) business days after receipt of such notice, the other party shall give written notice to the first party, informing the first party if any of the arbitrators specified are acceptable, and if none are acceptable, submitting an additional three persons for consideration. If, within fifteen (15) days from the date of the first notice, the parties are unable to mutually agree on the person to serve as arbitrator, either party may apply to the presiding judge of the King County Superior Court to select the arbitrator. Within five (5) business days following selection of the arbitrator, each party shall furnish the arbitrator with its written position. Each party may also include at this time any information, data, and/or reports supportive of its position. The arbitrator may request additional information, data, or reports from the parties or others if the arbitrator so desires. Within fifteen (15) business days following the arbitrator's receipt of information from the parties, the arbitrator shall notify both parties in writing of the arbitrator's decision. The arbitrator is not empowered to award any damages in excess of actual, compensatory damages. The decision of the arbitrators with respect to such dispute arbitrator shall be binding, final and conclusive on binding upon the partiesparties and effective as of the date of notification to the parties of the arbitrator's decision. In the event any party hereto The arbitrator shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator be an individual with at least ten (10) years’ recent professional years substantial experience in the general subject matter of the disputemanaging and/or operating commercial real property. Notice of such appointment Arbitration shall be sent in writing by each party conducted pursuant to the other, and the arbitrators so appointed, in the event rules of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter then in question. The fees of the third arbitrator effect and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction arbitrator may be entered upon the award of the arbitrators and enforced as a judgment in accordance with the rules applicable laws of King County, Washington. Each party shall bear its own attorneys' fees and statutes applicable thereto then obtainingexpenses and shall share equally those of the arbitrator. The place of arbitration shall be in either Bellevue or Seattle, Washington.

Arbitration. Any party hereto may elect to submit In the event that any dispute hereunder that has arises between an amount Individual Limited Partner, on the one hand, and Greenhill, the Partnership, the General Partner or any member thereof, on the other hand, relating to or in controversy in excess of $250,000 connection with this Agreement, the Partnership and its business or affairs, the Fund Partnership Agreements or the Funds' business or affairs, such Limited Partner shall attempt to arbitration hereunderresolve such dispute by discussion and negotiation within thirty days after the date one such party (the "Initiating Party") initially raises such dispute. Any and all disputed issues that are not resolved in writing by the parties during such arbitration thirty (30) day period shall be conducted finally settled by binding arbitration to be held in BostonWilmington, Massachusetts Delaware or New York City, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association, as from time to time amended and in effect. The parties to this Agreement hereby waive (and agree to cause their respective Affiliates to waive) any right to refer such dispute or controversy to any other forum or tribunal. The arbitration panel shall be composed of three arbitrators, appointed pursuant to the following procedure. The Initiating Party shall notify the other party (the "Responding Party") of the substance of its claim and the decision name and address of the arbitrators with respect to arbitrator chosen by the Initiating Party. Within thirty days of receipt of such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereundernotification, the Seller and Responding Party shall notify the Purchaser shall each appoint and pay all fees Initiating Party of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience its answer to the claim made, any counterclaim which it wishes to assert in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the otherarbitration, and the name and address of the arbitrator chosen by the Responding Party. If this is not done by the Responding Party within thirty (30) days, appointment of the second arbitrator shall be made by the American Arbitration Association upon request of the Initiating Party. The arbitrators so appointedshall choose a third arbitrator, in who shall serve as president of the event of their failure panel thus composed. If the arbitrators fail to agree upon the choice of a third arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such the third arbitrator shall will be appointed by the American Arbitration Association from its qualified panel upon the request of arbitrators, the arbitrators or either of the parties. In all cases the arbitrators must be persons who are knowledgeable about and shall be a person having at least ten (10) years’ recent professional have recognized ability and experience as to in dealing with the subject matter in questionof the dispute. The fees arbitrators will decide the dispute by majority decision and in accordance with Delaware law. The decision shall be rendered in writing and shall bear the signatures of at least two arbitrators. It also shall identify the members of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesarbitration panel, and the fees time and place of expert witnesses the award granted. Finally, it will determine the expenses of the arbitration and other witnesses called for by the parties, party who shall be paid by charged therewith or the respective party engaging such counsel or calling or engaging such witnessesallocation of the expenses between the parties in the discretion of the panel. The arbitration decision of the arbitrators shall be rendered within thirty (30) days as soon as possible, but in any event not later than six months after appointment the constitution of the third arbitratorarbitration panel. Such The arbitration decision shall be in writing final and in duplicate, one counterpart thereof to be delivered to binding upon both parties. Judgment upon any award rendered by the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction arbitration panel may be entered in any court having jurisdiction thereof or having jurisdiction over the party against whom enforcement is sought or having jurisdiction over any of such party's assets. To the maximum extent permitted by law, the parties to this Agreement hereby waive (and agree to cause their respective Affiliates to waive) any right of appeal from any judgment rendered upon the award an award, particularly including (but not limited to) appeals with respect to any question of the arbitrators in accordance with the rules and statutes applicable thereto then obtaininglaw.

Arbitration. Any party hereto If the Employee's employment is terminated or if the term hereunder is not renewed by the Company pursuant to Section 22 hereof, during the period commencing six (6) months preceding the date of a Change in Control and ending two (2) years following the date of a Change in Control, and a dispute arises between the Employee, on the one hand, and the Company or its successor-in-interest, on the other hand, with respect to the Company's obligations under Section 5, Section 6 or Section 10 hereof, either the Employee or the Company may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 such disputed matter to arbitration hereunderby notifying the other party in writing. Any Within ten (10) days after receipt of such notice, the Employee and the Company shall designate in writing one arbitrator (the "Arbitrator") to resolve the dispute; provided that if the parties hereto cannot agree on an arbitrator within such ten-day period, the Arbitrator shall be selected by the Boston, Massachusetts office of the American Arbitration Association. The Arbitrator so designated shall not be an affiliate, employee, consultant, officer, director or stockholder of the Company or its successor-in-interest. Within fifteen (15) days after the designation of the Arbitrator, the Employee, representatives of the Company and the Arbitrator shall meet at which time the Employee and the Company shall be required to set forth in writing all disputed issues and a proposed ruling on each such issue. The Arbitrator shall set a date for hearing, which shall be no later than thirty (30) days after the submission of written proposals pursuant to the preceding sentence, to discuss each of the issues identified by the Employee and the Company. Each such party shall have the right to be represented by counsel. Except as may be specifically set forth herein, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Arbitrations Rules of the American Arbitration Association then pertaining and Association; provided, however, that the decision Federal Rules of Evidence shall govern the arbitrators with respect admissibility of evidence. The Arbitrator shall use his or her best efforts to such dispute shall be binding, final and conclusive rule on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree disputed issue within thirty (30) days after the appointment completion of such hearings. In the absence of fraud, the determination of the second arbitrator Arbitrator to the resolution of any dispute shall be binding and conclusive upon the matter so submitted, shall appoint a third arbitratorall parties hereto. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period All rulings of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to shall be delivered to the Seller and one parties. If the Employee prevails in the arbitration, the Arbitrator shall award payment to the PurchaserEmployee of the Employee's costs and expenses of the arbitration, including attorneys fees. A judgment of a court of competent jurisdiction Any arbitration pursuant hereto shall be conducted in Boston, Massachusetts. Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding upon the award parties. Any references to the "Company" in this Section 23 shall include its successor-in-interest. For example, in the event that (i) the term hereunder is not renewed by the Company pursuant to Section 22 hereof; (ii) a dispute arises with respect to the Company's obligations under Section 5, Section 6 or Section 10 hereof; (iii) litigation is commenced; and (iv) a Change in Control occurs in the six-month period following the date of such nonrenewal by the arbitrators Company, if either Employee or the Company then elects to submit the disputed matter to arbitration, the litigation previously commenced shall be stayed and the matter shall be resolved in accordance with this Section 23." The following is hereby added as Section 24 of the rules and statutes applicable thereto then obtaining.Agreement:

Arbitration. Any party hereto The Secured Party or the Pledgor may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto the Secured Party or the Pledgor shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Party and the Purchaser Pledgor shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Secured Party or the Purchaser Pledgor shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Secured Party and the PurchaserPledgor, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Secured Party and one to the PurchaserPledgor. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. The Secured Party and the Pledgor acknowledge and agree that, to the extent any such dispute shall involve any Manager and be subject to arbitration pursuant to such Manager’s Management Agreement, the Secured Party and the Pledgor shall cooperate to consolidate any such arbitration hereunder and under such Management Agreement into a single proceeding.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in dispute, controversy in excess or claim between the parties ----------- arising out of $250,000 to arbitration hereunder. Any such arbitration this Agreement shall be settled by expedited arbitration conducted in Boston, Massachusetts New York City in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining National Rules for the Resolution of Employment Disputes (the "Rules") and the decision laws of the State of New York. In the event that a party requests arbitration, it shall serve on the other party (the "Non-Requesting Party") a written demand for arbitration stating the substance of the controversy, dispute or claim, the contention of the party requesting arbitration and the name and address of the arbitrator appointed by it. The Non-Requesting Party, within twenty (20) days of such demand, shall accept the arbitrator or appoint a second arbitrator and notify the other party of the name and address of this second arbitrator so selected, in which case the two arbitrators with respect to such dispute shall appoint a third. The decision or award of the single arbitrator or, in the case of three arbitrators, the decision or award of any two arbitrators, shall be binding, final and conclusive on binding upon the parties. In the event that the two arbitrators fail in any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail instance to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five twenty (4520) days after of the appointment of the second arbitrator, then such third either arbitrator shall be appointed by or any party to the arbitration may apply to the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees for appointment of the third arbitrator in accordance with the Rules. Should the Non-Requesting Party (upon whom a demand for arbitration has been served) fail or refuse to accept the arbitrator appointed by the other party or to appoint an arbitrator within twenty (20) days, the single arbitrator shall have the right to decide alone, and the expenses incident to the proceedings such arbitrator's decision or award shall be borne equally between the Seller final and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by binding upon the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrator or arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and shall set forth the basis therefor. The parties shall abide by all awards rendered in duplicatethe arbitration proceedings, one counterpart thereof and all such awards may be enforced and executed upon in any court having jurisdiction over the party against whom enforcement of such award is sought. The parties involved in the dispute shall divide equally the administrative charges, arbitrator's fees and related expenses of the arbitration, but each party shall pay its own legal fees incurred in connection with such arbitration. The foregoing, however, shall not limit the right of either party to be delivered to the Seller and one to the Purchaser. A judgment of a seek equitable relief from any court of competent jurisdiction. For the purposes hereof, the Executive hereby submits to the jurisdiction of the federal and state courts in New York and notice of demand, process and/or summons in connection with legal proceedings, may be entered served upon the award of the arbitrators Employee by registered or certified mail in accordance with paragraph 18 with the rules and statutes applicable thereto then obtainingsame effect as if personally served.

Arbitration. (a) Any party hereto may elect matters which are the subject of the indemnity provisions of this Article 11, other than a Loss Notice and Dispute Notice submitted with respect to submit any dispute hereunder that has an amount the representation set forth in controversy in excess of $250,000 Section 4.O5(b), shall be submitted for resolution to arbitration hereunder. Any in Portland, Oregon, or such arbitration shall be conducted in Bostonother location as the Purchaser and the Agent may agree to, Massachusetts in accordance with under the Commercial Arbitration Rules of the American Arbitration Association then pertaining to which shall be added the provisions of the Federal Rules of Civil Procedure relating to the Production of Evidence. Such arbitration shall be presided over by a single arbitrator. If the Purchaser and the decision Agent do not agree on the arbitrator within twenty (20) business days after the delivery by Agent of a Dispute Notice, the arbitrator shall be selected by them from a list of five potential arbitrators provided by the American Arbitration Association. Such list shall be provided within 10 days of the arbitrators with respect expiration of said twenty (20) business day period (or as soon thereafter as the American Arbitration Association is able to do so), provided that if the American Arbitration Association shall not have provided such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten list within twenty (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3020) days after the appointment expiration of said twenty (20) business day period, then 49 the arbitrator shall be designated by the presiding judge of the second arbitrator upon county in which such arbitration is held. The Agent shall delete one name from the matter so submitted, list. The Purchaser shall appoint a third delete one name from the list. This process shall then be repeated in the same order and the last remaining person on the list shall be the arbitrator. If either This selection process shall take place within the Seller or two business days following both parties' receipt of the Purchaser list of five potential arbitrators. Hearings in such arbitration proceeding shall fail to appoint an arbitrator, as aforesaid, for a period commence within 20 days of ten (10) days after written notice from the other party to make such appointment, then selection of the arbitrator appointed by or as soon thereafter as the party having made such appointment arbitrator is available. The arbitrator shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision deliver his or her opinion within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) 20 days after the appointment completion of the second arbitration hearings. The arbitrator, then such third arbitrator 's decision shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by binding upon the parties, and the fees of expert witnesses may be entered and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be enforced in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon the award by either of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties.

Arbitration. Any party hereto may elect and all claims, controversies or disputes, pursuant to submit any dispute hereunder that has an amount in controversy in excess Section 12 of $250,000 to this Agreement and which have not been resolved by senior management of the parties (a “Dispute”) will be resolved solely by binding arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association then pertaining (“AAA”) at the offices of the AAA in Santa Clara, California. Either party may commence arbitration by sending a notice thereof to the other party and the decision of AAA. The arbitration will be conducted by a single arbitrator if the arbitrators with respect parties are able to such dispute shall be bindingreach agreement upon a single arbitrator within 30 days after a party has sent a notice seeking arbitration. If the parties are unable to reach agreement on a single arbitrator, final and conclusive on the parties. In the event any each party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each will appoint and pay all fees of a fit and impartial person as one arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the two arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint thus appointed selecting a third arbitrator. If either the Seller or the Purchaser shall fail to The party requesting arbitration will appoint an arbitrator, as aforesaid, for a period of ten (10) one arbitrator and within 15 days after written notice from thereafter the other party to make such appointment, then will appoint the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) Within 15 days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to two arbitrators so chosen will mutually agree upon the subject matter in question. The fees selection of the third arbitrator third, impartial and neutral arbitrator. In the expenses incident to event the proceedings shall be borne equally between chosen arbitrators cannot agree upon the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment selection of the third arbitrator, the Rules for the selection of such an arbitrator will be followed. Such The arbitrators will (by decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court majority of competent jurisdiction may the arbitrators) make a decision and award resolving the dispute as soon as practical after the selection of the last arbitrator and within 30 days of the last hearing held concerning such dispute(s). Within 30 days after the arbitrators make their decision and award, the arbitrators will render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision and award rendered by them and deliver such documents to each party to this Agreement along with a signed copy of the award. Discovery will be entered upon allowed as contemplated by the United States Federal Rules of Civil Procedure. All arbitration proceedings, including all evidence and statements, will be confidential and will not be used or disclosed for any other purpose. Expenses of arbitration (other than attorney’s fees and expenses, which will constitute Damages if the party seeking indemnification will prevail, as determined by the arbitrators) will be equally divided between the parties, provided, however, the arbitrators will have the authority to assess any of the foregoing costs against any party acting in bad faith. The award of the arbitrators will be final and binding and is the sole and exclusive remedy of the parties regarding any Disputes hereunder. A judgment on the award may be entered in accordance any court having jurisdiction thereof. Should either party bring any legal action against the other with respect to any claim required to be arbitrated under this Agreement by any method other than arbitration, the rules other party will be entitled to recover from such party all damages, costs, expenses and statutes applicable thereto then obtainingattorneys’ fees incurred as a result of such action.

Arbitration. Any party hereto may elect to submit The sole and exclusive method for resolving any dispute hereunder that has an amount in controversy in excess arising out of $250,000 to arbitration hereunder. Any such arbitration this Agreement shall be conducted in Boston, Massachusetts arbitration in accordance with this paragraph. Except as provided otherwise in this paragraph, arbitration pursuant to this paragraph shall be governed by the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association. A party wishing to obtain arbitration of an issue shall deliver written notice to the other party, including a description of the issue to be arbitrated. Within 15 days after either party demands arbitration, the Corporation and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser Employee shall each appoint and pay all fees of a fit and impartial person as an arbitrator. Within 15 additional days, these two arbitrators shall appoint the third arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure mutual agreement; if they fail to agree within thirty (30) said 15-day period, then the third arbitrator shall be selected promptly pursuant to the rules of the American Arbitration Association for Commercial Arbitration. The arbitration panel shall hold a hearing in Kent Country, Michigan, within 90 days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either The fees and expenses of the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the partiesfees, shall be paid by the respective party engaging such Corporation. Both the Corporation and the Employee may be represented by counsel or calling or engaging such witnessesand may present testimony and other evidence at the hearing. Within 90 days after commencement of the hearing, the arbitration panel will issue a written decision; the majority vote of two of the three arbitrators shall control. The majority decision of the arbitrators shall be rendered within thirty (30) days after appointment of final and binding on the third arbitrator. Such decision parties, and shall be enforceable in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaseraccordance with law. A judgment of a court of competent jurisdiction Judgment may be entered upon on the arbitrators' award in any court having jurisdiction. The Employee shall be entitled to seek specific performances of his rights under this Agreement during the arbitrators pendency of any dispute or controversy arising under or in accordance connection with this Agreement. The Corporation will reimburse Employee for all reasonable attorney fees incurred by Employee as the rules and statutes applicable thereto then obtainingresult of any arbitration with regard to any issue under this Agreement (or any judicial proceeding to compel or to enforce such arbitration): (i) which is initiated by Employee if the Corporation is found in such proceeding to have violated this Agreement substantially as alleged by Employee; or (ii) which is initiated by the Corporation, unless Employee is found in such proceeding to have violated this Agreement substantially as alleged by the Corporation.

Arbitration. Any party hereto may elect to submit In the event that any dispute hereunder that has shall arise between the parties hereto with respect to this Lease, including, without limitation, a dispute concerning: (a) the amount of Gross Sales generated in any Fiscal Year, (b) Tenant's pro rata share of Real Estate Taxes, (c) Tenant s pro rata share of Landlord s Common Area Costs, (d) the occurrence of an amount Event of Default, or (e) the occurrence of a Landlord's Default, and such dispute is not resolved to the satisfaction of both parties hereto within twenty (20) days after either of the parties shall notify the other in controversy in excess writing of $250,000 its desire to arbitration hereunder. Any such arbitration arbitrate the dispute (the "Arbitration Notice"), then the dispute shall be conducted in Boston, Massachusetts resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the pertaining. The decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties, except that errors of law shall be subject to appeal. In Unless the event any parties otherwise agree, such arbitration proceedings shall be conducted in Houston, Texas. Within twenty-five (25) days after the service of the Arbitration Notice, each party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and an impartial person as an arbitrator with who shall have had at least ten (10) years’ ' recent professional experience in the general Greater Metropolitan Houston area in a calling connected with the subject matter of the dispute. Notice of such Such appointment shall be sent signed in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser party shall fail to appoint an arbitrator, arbitrator as aforesaid, aforesaid for a period of ten twenty-five (1025) days after written notice from service of the other party to make such appointmentArbitration Notice, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty forty-five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to in the State of Texas in a calling connected with the subject matter in questionof the dispute. The fees of the third arbitrator all arbitrators and the expenses incident to the proceedings shall be borne equally between by the Seller and the Purchaser, unless the arbitrators decide otherwiselosing party. The reasonable fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall also be paid by the respective party engaging such counsel or calling or engaging such witnesseslosing party. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such , and such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to each of the Seller and one to the Purchaserparties. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining. If a dispute shall be submitted to arbitration, notice of appointment of the arbitrators shall be given to the Tenant Mortgagee who prior thereto shall have given Landlord a notice specifying the name and address of the Tenant Mortgagee who shall then have the right to participate in the arbitration proceedings; provided, however, that in the case of the Tenant Mortgagee such participation shall be in association with Tenant and shall neither be deemed to entitle the Tenant Mortgagee to participate in the appointment of Tenant's arbitrator nor to appoint an additional arbitrator nor to enlarge Tenant's rights in such arbitration proceeding. If a dispute shall be submitted to arbitration, notice of appointment of the arbitrators shall be given to the Landlord s Mortgagee who prior thereto shall have given Tenant a notice specifying the name and address of the Landlord s Mortgagee who shall then have the right to participate in the arbitration proceedings; provided, however, that in the case of the Landlord s Mortgagee such participation shall be in association with Landlord and shall neither be deemed to entitle the Landlord's Mortgagee to participate in the appointment of Landlord's arbitrator nor to appoint an additional arbitrator nor to enlarge Landlord's rights in such arbitration proceeding. In the event that the City becomes the Landlord hereunder by reason of an exercise of any remedy under the Ground Lease following a default or breach by Landlord under the Ground Lease, or by reason of a voluntary or involuntary termination of the Ground Lease as a result of a default or breach by Landlord under the Ground Lease, the provisions of this Article XX shall not apply to any dispute that may arise under this Lease between the City, as landlord hereunder, and Tenant. In such event, all disputes to be resolved by arbitration will, instead, unless Tenant and the City otherwise mutually agree, be resolved by appropriate judicial proceedings, and any reference in this Lease to a decision or determination by arbitration or pursuant to this Article XX, will be thereafter deemed to be a reference to a final and non-appealable judgment by a court of final jurisdiction with respect to the matter.

Arbitration. Any Notwithstanding anything to the contrary set forth herein, in the event of a dispute regarding the existence of a default or other violation of the terms hereof, such dispute shall be resolved by binding arbitration and until the issuance of a final arbitration award confirming the existence of a default or other violation, as applicable, no party hereto may elect shall be entitled to submit exercise any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration its rights or remedies hereunder. Any such Such arbitration shall be conducted in Boston, Massachusetts in accordance with the Rules of Commercial Arbitration Rules of the American Arbitration Association then pertaining and by a single arbitrator appointed pursuant to those rules. The arbitration shall take place in the decision City of Hartford, Connecticut. The scope of the arbitrators with respect to such dispute arbitrator's award shall be bindingsolely limited to a determination of whether a default or other violation, final and conclusive on as applicable, has occurred. If the parties. In the event arbitrator determines that a default or other violation, as applicable, has occurred, then if requested by any party hereto shall elect to submit any such dispute to arbitration hereunderwithin twenty (20) days following receipt of the award, the Seller arbitrator shall provide the parties with a written explanation of the facts underlying the determination, which shall become part of the award. The prevailing party shall be awarded the costs of such arbitration, provided, however, that each party shall bear the costs of its own attorneys and witnesses. WITNESS the Purchaser shall each appoint execution hereof under seal as of the date first written above. ORIGINAL (WITHDRAWING) GENERAL PARTNERS: LIMITED PARTNER: D & B VENTURESD II, LLC, a Connecticut limited liability company /s/Edward A. Demko Edward X. Xxxxx By: /s/Edward A. Demko Edward A. Demko, Member HIGH NOON ASSOCIATES LLC, a Connecticut limited liability company By: /s/Stuart A. Epstein Stuart A. Epstein, Membxx SPECIAL LIMITED PARTNER: BCTC 94, INC.,a Delaware corporation By: /s/Bonnie Kate Fox Bonnie Kate Fox, as Attorney-in-Fact for John X. Xxxxxxx, Xxxxxxxxx INVESTMENT LIMITED PARTNER: BOSTON CAPITAL TAX CREDIT FUND IV L.P., a Delaware limited partnership, by its general partner, Boston Capital Associates IV L.P., a Delaware limited partnership, by its general partner, C&M Associates d/b/a Boston Capital Associates, a Massachusetts general partnership By: /s/Bonnie Kate Fox Bonnie Kate Fox, as Attorney-in-Fact for John X. Xxxxxxx, x Xxxxxxx CONSENTS AND AGREEMENTS The undersigned hereby executes this Agreement for the sole purpose of agreeing to the provisions of Article XI of the foregoing Agreement of Limited Partnership notwithstanding any provision of the Management Agreement to the contrary. CASE MANAGEMENT, INC., a Connecticut corporation By: /s/ The undersigned hereby executes this Agreement for the sole purpose of agreeing to the provisions of Sections 6.11 and pay all fees 6.12(a) of the foregoing Agreement of Limited Partnership. D & B VENTURES II, LLC, a fit Connecticut limited liability company By: /s/Edward A. Demko Edward A. Demko, Member HIGH NOON ASSOCIATES LLC, a Connecticut limited liability company By: /s/Stuart A. Epstein Stuart A. Epstein, Membxx SUMNER HOUSE LIMITED PAXXXXXXHIP SCHEDULE A As of January 14, 1998 General Partners Capital Percentage Interests Contribution of Operating Percentage Interests Profits and impartial person Losses of Tax Credits D & B Ventures II, $100 0.334% 0% Inc. 9 Woodhaven Drive Simsbxxx, XX 00000 Xxxx Xxxx Xxxxxxxxxx $100 0.666% 0% LLC 88 Field Point Road Grexxxxxx, XX 00000 Xxxxxxx Xxxxxxx Capital Percentage Interests Percentage Interests Partner Contribution of Operating Profits of Tax Credits and Losses and Tax Credits BCTC 94, Inc. $10 0% 0% c/o Boston Capital Partners, Inc. One Boston Place, 21st Xxxxx Xxxxxx, XX 00000 Xxxxxxxxxx Xxxal Agreed-to Paid-In Capital Percentage Percentage Limited Partner Capital Contribution* Interests of Interests of Contriubtion Operating Credits Profits and Losses Boston Capital Corporate Tax Credit Fund X, A Limited Partnership One Boston Place, 21st Xxxxx Xxxxxx, XX 00000 $0,000,000 $0,008,361 99% 100% *Paid-in Capital Contribution as arbitrator with of the date of this Schedule A. Future Installments of Capital Contribution are subject to adjustment and are due at least ten (10) years’ recent professional experience the times and subject to the conditions set forth in the general subject matter Agreement to which this Schedule is attached. EXHIBIT A LEGAL DESCRIPTION EXHIBIT B PROJECTED RENTS EXHIBIT C DUE DILIGENCE RECOMMENDATIONS EXHIBIT D INSURANCE REQUIREMENTS The General Partner shall cause the Partnership to maintain insurance for the term of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators Partnership in accordance with the rules and statutes applicable thereto then obtaining.following:

Arbitration. Any party hereto The parties shall use their respective best efforts to settle amicably any disputes, differences or controversies arising among the parties out of or in connection with this Agreement. However, if not so settled, any controversy or claim arising out of or in connection with this Agreement, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association (the "AAA"), and judgment rendered by the arbitrator may elect be entered in any court having jurisdiction thereover; provided, however, that nothing in this Section 7.14 shall be construed as to submit deny the Employer the right and power to seek and obtain injunctive relief in a court of competent jurisdiction for any dispute hereunder that has an amount breach or threatened breach by Executive of the covenants in controversy in excess Sections 5 and 6 of $250,000 to arbitration hereunderthis Agreement. Any such The arbitration shall be conducted in BostonHouston, Massachusetts Texas unless otherwise agreed by the parties thereto and shall be conducted before a panel of three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining AAA. A party hereto shall initiate arbitration by sending written notice of its intention to arbitrate to the other parties and to the AAA office located in Houston, Texas. Such written notice will contain a description of the dispute and the decision of the arbitrators with respect to such dispute shall be bindingremedy sought. The Executive, final and conclusive on the partiesone side, and the Employer, on the other, shall appoint one arbitrator of such party's choosing, and the parties shall mutually agree on the third arbitrator. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, that the Seller and parties have not mutually agreed on the Purchaser shall each appoint and pay all fees of a fit and impartial person as third arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of demand for arbitration is filed, the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed in the manner provided by the American Commercial Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees Rules of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesAAA. The decision of the arbitrators will be final and binding on the parties hereto and their successors and assignees. Where consistent with applicable law, the arbitrators shall be rendered within thirty have the authority to order the non-prevailing party to pay the prevailing party's attorney's fees and all costs of the arbitration. The parties will participate in good faith in a non-binding mediation of their dispute at least sixty (3060) days after appointment prior to the date of the third arbitratorarbitration hearing. Such decision The parties shall be in writing and in duplicatejointly select the mediator but if they are unable to agree on a mediator, one counterpart thereof to be delivered to then the Seller and one to arbitrators shall appoint the Purchasermediator. A judgment of a court of competent jurisdiction Judgment upon the award rendered by the arbitrators may be entered upon in any court having jurisdiction, or application may be made to such court for a judicial acceptable of the award and any order of enforcement as the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcase may be. The parties intend this agreement to arbitrate to be irrevocable.

Arbitration. Any party hereto may elect (a) Whenever in this Agreement it is provided that a dispute is to submit any be resolved by an Arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts finally resolved pursuant to an arbitration before a panel of three (3) arbitrators who will conduct the arbitration proceeding in accordance with the Commercial Arbitration Rules provisions of this Agreement and the rules of the American Arbitration Association then pertaining Association. Unless otherwise mutually agreed by Owner and Manager, the arbitration proceedings will be conducted in New York, New York. All arbitrators appointed by or on behalf of either party shall be independent persons with recognized expertise in the operation of hotels of similar size and class as the Hotels with not less than five (5) years’ experience in the hotel industry. The party desiring arbitration will give written notice to that effect to the other party, specifying in such notice the name, address and professional qualifications of the person designated as arbitrator on its behalf. Within fifteen (15) days after service of such notice, the other party will give written notice to the party desiring such arbitration specifying the name, address and professional qualifications of the person designated to act as arbitrator on its behalf. The two arbitrators will, within fifteen (15) days thereafter, select a third, neutral arbitrator. As soon as possible after the selection of the third arbitrator, and no later than fifteen (15) days thereafter, the parties will submit their positions on each disputed item in writing to the three arbitrators. The decision of the arbitrators with respect to such dispute so chosen shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees given within a period of a fit and impartial person as arbitrator with at least ten twenty (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (3020) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a such third arbitrator. If The arbitrators must, by majority vote, agree upon and approve the substantive position of either Owner or Manager with respect to each disputed item, and are not authorized to agree upon or impose any other substantive position which has not been presented to the Seller arbitrators by Manager or Owner. It is the Purchaser shall fail intention of the parties that the Arbitrator’s rule only on the substantive positions submitted to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed them by the party having made such appointment shall appoint a second arbitrator parties and the Arbitrators are not authorized to render rulings which are a compromise as to any such substantive position. A decision in which any two (2) arbitrators so appointed shall, and acting hereunder concur in the event writing with respect to each disputed item shall in all cases be binding and conclusive upon Owner and Manager and a copy of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such said decision shall be in writing and in duplicate, one counterpart thereof to be delivered forwarded to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties.