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 In the event that the Company or the Pledgor, on the one hand, and one or more of the Holders, or the Trustee as pledgee on behalf of one or more of the Holders, on the other hand, are unable to resolve any dispute, claim or controversy between them (“Dispute”) related to this Agreement, such parties agree to submit any dispute hereunder that has an amount in controversy in excess of $250,000 the Dispute to binding arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules following terms: (i) Any party in its reasonable discretion may give written notice to the other applicable parties that the Dispute be submitted to arbitration for final resolution. Within fifteen (15) calendar days after receipt of such notice, the receiving parties shall submit a written response. If the Dispute remains following the exchange of the written notice and response, the parties involved in the Dispute shall mutually select one arbitrator within fifteen (15) calendar days of receipt of the response and shall submit the matter to that arbitrator to be settled in accordance with this Section 22(a). If these parties cannot mutually agree on a single arbitrator during such fifteen (15) day period, these parties shall no later than the expiration of that fifteen (15) day period jointly submit the matter to the American Arbitration Association (“AAA”) for expedited arbitration proceedings to be conducted at the AAA offices, or at another mutually agreeable location, in Phoenix, Arizona pursuant to the Association Commercial Arbitration Rules then pertaining in effect (the “Rules”). The AAA will follow the Rules to select a single arbitrator within fifteen (15) calendar days from the date the matter is jointly submitted to the AAA. The arbitrator (whether selected by the parties or by the AAA) shall hold a hearing within forty-five (45) calendar days following the date that the arbitrator is selected and shall provide a timeline for the decision parties to submit arguments and supporting materials with sufficient advance notice to enable the arbitrator to hold the hearing within that forty-five (45) day period. The arbitrator shall issue a tentative ruling with findings of fact and law within fifteen (15) calendar days after the date of the arbitrators with respect hearing. The arbitrator shall provide the parties an opportunity to such dispute shall be binding, final and conclusive comment on the parties. In tentative ruling within a timeframe established by the event any party hereto arbitrator, provided that 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 render 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 final ruling within thirty (30) calendar days after the appointment date of the second hearing. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding to resolve a disputed claim, including, without limitations, the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity. (ii) The Company, the Pledgor, Trustee and each of the Holders agree that 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 any 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, may be entered 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 courts of the second arbitrator, then such third arbitrator shall be appointed by State of Arizona or in the American Arbitration Association from its qualified panel United States District Courts located in Arizona. Such court may enforce the provisions 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 partiesthis Section 22(a)(ii), and the fees party seeking enforcement shall be entitled to an award of expert witnesses all costs and other witnesses called for by the partiesfees, shall including reasonable attorneys’ fees, to be paid by the respective party engaging such counsel or calling or engaging such witnessesagainst whom enforcement is ordered. The decision parties involved in a Dispute may terminate any arbitration proceeding by mutually resolving any Dispute prior to the issuance of a final arbitration ruling pursuant to this Section 22(a). (iii) For the avoidance of doubt, where a dispute arises related to this Pledge and Security Agreement between (x) the Trustee and the Company or the Pledgor, (y) the Trustee and one or more of the arbitrators shall be rendered within thirty Holders, or (30z) days after appointment of the Trustee and any third arbitrator. Such decision shall be party, then in writing and no event will the arbitration provisions set forth in duplicate, one counterpart thereof this Section 22 apply 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 obtainingsuch dispute.

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 ▇▇▇▇▇▇▇▇▇; 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 ▇▇▇▇. 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 A. As a condition precedent to submit any right of action hereunder, any irreconcilable dispute hereunder that has an amount or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in controversy in excess paragraph A of $250,000 to arbitration hereunder. Any such arbitration the Miscellaneous Provisions Article shall be conducted submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Bostonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Massachusetts the requesting party may choose two arbiters who shall in accordance with turn choose an umpire before entering upon arbitration. If the Commercial Arbitration Rules two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association then pertaining to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event any party that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by 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 law of the dispute. Notice , not including its choice of such appointment law provisos, except that the internal laws of the shall be sent in writing by each party apply to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment regulation 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 obtainingCompany.

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action hereunder, any irreconcilable dispute hereunder that has an amount or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in controversy in excess paragraph A of $250,000 to arbitration hereunder. Any such arbitration the Miscellaneous Provisions Article shall be conducted submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Bostonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Massachusetts the requesting party may choose two arbiters who shall in accordance with turn choose an umpire before entering upon arbitration. If the Commercial Arbitration Rules two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association then pertaining to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event any party that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by 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 law of the dispute. Notice District of such appointment Columbia, not including its choice of law provisos, except that the internal laws of the shall be sent in writing by each party apply to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment regulation 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 obtainingCompany.

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 and all Arbitrable Disputes must be resolved through the use of $250,000 to binding arbitration hereunder. Any such arbitration shall be conducted in Bostonusing three arbitrators, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and Association, as supplemented to the decision extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the arbitrators with respect United States Code, as amended from time to time). (a) Arbitration must be initiated within the time limits set forth in this Agreement, or if no such dispute shall limits apply, then within the time period allowed by the applicable statute of limitations. Arbitration may be binding, final and conclusive on the parties. In the event any initiated by either 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“Claimant”) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party delivering written notice to the otherother (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, and identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. 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. (b) The hearing will be conducted in Dallas, 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 Texas 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 commence within thirty (30) days after appointment the selection of the third arbitrator. Such decision The parties 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 will be binding on, and non-appealable by, the Claimant and Respondent. (c) The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. (d) All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Parties or any of their Affiliates and who have not provided consulting services (directly or indirectly) for at least three (3) years prior to their appointment and (ii) have at least seven (7) years’ experience in accordance the petroleum transportation industry. (e) The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. (f) The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the rules Claimant and statutes applicable thereto then obtainingRespondent to the extent that the issues raised in such disputes are related. Without the written consent of the Claimant and Respondent, no unrelated disputes (including those with Affiliates of either Claimant or Respondent) or Third Party disputes may be joined to an arbitration pursuant to this Agreement.

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action hereunder, any irreconcilable dispute hereunder that has an amount or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in controversy in excess paragraph A of $250,000 to arbitration hereunder. Any such arbitration the Miscellaneous Provisions Article shall be conducted submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Bostonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Massachusetts the requesting party may choose two arbiters who shall in accordance with turn choose an umpire before entering upon arbitration. If the Commercial Arbitration Rules two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association then pertaining to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event any party that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by 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 law of the dispute. Notice not including its choice of such appointment law provisos, except that the internal laws of the shall be sent in writing by each party apply to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment regulation 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 obtainingCompany.

Arbitration. Any party hereto may elect Arbitral Disputes not settled pursuant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the foregoing provisions shall be conducted in Boston, Massachusetts resolved through the use of binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining (“Arbitration Rules”), as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code) and in accordance with the following provisions: (i) If there is any inconsistency between this Section 11.8(d) and the decision Arbitration Rules or the Federal Arbitration Act, the terms of this Section 11.8(d) will control the rights and obligations of the arbitrators with respect to such dispute Parties. (ii) Arbitration shall be bindinginitiated by a Party serving written notice, final and conclusive via certified mail, on the partiesother Party that the first Party elects to refer the Arbitral Dispute to binding arbitration, along with the name of the arbitrator appointed by the Party demanding arbitration and a statement of the matter in controversy. In the event any party hereto shall elect to submit any Within thirty (30) days after receipt of such dispute to arbitration hereunderdemand for arbitration, the Seller and receiving Party shall name its arbitrator. If the Purchaser receiving Party fails or refuses to name its arbitrator within such thirty (30) day period, the second arbitrator 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 be appointed, upon request of the disputeParty demanding arbitration, by the Chief U.S. District Court Judge for the District of Colorado, or such other person designated by such judge. 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 selected shall within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint their designation select a third arbitrator; provided, however, that if the two arbitrators are not able to agree on a third arbitrator within such thirty (30) day period, either Party may request the Chief U.S. District Court Judge for the District of Colorado, or such other person designated by such judge to select the third arbitrator as soon as possible. If either the Seller or the Purchaser shall fail Judge declines to appoint an arbitrator, as aforesaidappointment shall be made, for a period upon application of ten either Party, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. If any arbitrator refuses or fails to fulfill his or her duties hereunder, such arbitrator shall be replaced by the Party which selected such arbitrator (10or if such arbitrator was selected by another Person, through the procedure which such arbitrator was selected) pursuant to the foregoing provisions. (iii) The hearing will be conducted in Denver, Colorado, no later than sixty (60) days following the selection of the arbitrators or thirty (30) days after written notice from all prehearing discovery has been completed, whichever is later, at which the other party to make Parties shall present such appointmentevidence and witnesses as they may choose, then with or without counsel. The Parties and the arbitrator appointed arbitrators should proceed diligently and in good faith in order that the award may be made as promptly as possible. (iv) Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the party having made Parties. Any such appointment decision may be filed in any court of competent jurisdiction and may be enforced by any Party as a final judgment in such court. (v) The arbitrators shall appoint a second arbitrator and have no right or authority to grant or award exemplary, punitive, remote, speculative, consequential, special or incidental damages. (vi) The Federal Rules of Civil Procedure, as modified or supplemented by the two (2) so appointed shalllocal rules of civil procedure for the U.S. District Court of Colorado, shall apply in the event of arbitration. The Parties shall make their witnesses available in a timely manner for discovery pursuant to such rules. If a Party fails to comply with this discovery agreement within the time established by the arbitrators, after resolving any discovery disputes, the arbitrators may take such failure to agree upon comply into consideration in reaching their decision. All discovery disputes shall be resolved by the arbitrators pursuant to the procedures set forth in the Federal Rules of Civil Procedure. (vii) Adherence to formal rules of evidence shall not be required. The arbitrators shall consider any evidence and testimony that they determine to be relevant. (viii) The Parties hereby request that the arbitrators render their decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five following conclusion of the hearing. (45ix) days The defenses of statute of limitations and laches shall be tolled from and after the appointment date a Party gives the other Party written notice of an Arbitral Dispute as provided in Section 11.8(b) above until such time as the second arbitratorArbitral Dispute has been resolved pursuant to Section 11.8(b), 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 or an arbitration award has been entered pursuant 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 obtainingthis Section 11.8(d).

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 address 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 party hereto may elect to submit any dispute hereunder that has If the chief executive officer of either Licensor or Licensee declares an amount impasse then within sixty (60) days after receipt of the Dispute Notice (or such longer period, if the parties so agree in controversy in excess writing), at the demand of $250,000 to arbitration hereunder. Any such arbitration either party, the Dispute shall be conducted in Bostonreferred to, Massachusetts and finally settled by, confidential and binding arbitration in accordance with the Commercial then-prevailing JAMS Streamlined Arbitration Rules and Procedures as modified as follows (the “Rules”): (i) There shall be three (3) neutral arbitrators of the American Arbitration Association then pertaining whom each party shall select one. The claimant shall select its arbitrator in its demand for arbitration and the decision of the arbitrators with respect to such dispute respondent 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 select its 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 receipt of the appointment demand for arbitration. The two (2) arbitrators so appointed shall select a third arbitrator to serve as chairperson within fourteen (14) days of the designation 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 arbitratorarbitrators. If any arbitrator is not timely appointed, at the request of any party 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 JAMS pursuant to the American Arbitration Association from its qualified panel of arbitratorslisting, striking and ranking procedure in the Rules. (ii) Each arbitrator appointed by a party shall be a person having either an attorney with substantial experience with the property and casualty reinsurance and insurance industry and at least ten (10) years’ recent years admission to the bar, or a property and casualty reinsurance and insurance industry professional of at least ten (10) years standing. The chair of the arbitral tribunal shall either be a practicing attorney with no less than ten (10) years of practice and experience as an arbitrator, with, if possible, experience relating to the subject matter in question. insurance or reinsurance disputes, or be a retired judge. (iii) The fees place of the third arbitrator and the expenses incident to the proceedings arbitration shall be borne equally between the Seller and the PurchaserBoston, Massachusetts, unless the arbitrators decide otherwise. The fees of respective counsel engaged some other place is mutually selected by the parties, and the fees of expert witnesses and other witnesses called for by the parties, . The arbitral tribunal shall be paid by required to follow the respective party engaging such counsel or calling or engaging such witnesseslaw of the Commonwealth of Massachusetts. The decision and award of the arbitrators arbitral tribunal shall be rendered within thirty (30) days after appointment of final and binding on the third arbitrator. Such decision parties and shall be in writing the sole and in duplicate, one counterpart thereof to be delivered exclusive remedy between the parties regarding the matter presented to the Seller and one arbitral tribunal, including any claims, counterclaims, issues or accounting presented to the Purchasertribunal. A judgment of a court of competent jurisdiction Judgment upon the decision and award may be entered upon in any court having jurisdiction. The arbitral tribunal is empowered to award any remedy provided for under applicable law and the terms of this License Agreement, including injunction, specific performance or other forms of equitable relief. The arbitral tribunal is not empowered to award damages in excess of compensatory damages. Each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. (iv) Any arbitration proceedings, decision or award rendered hereunder and the arbitrators in accordance with validity, effect and interpretation of this arbitration agreement shall be governed by the rules and statutes applicable thereto then obtainingFederal Arbitration Act, 9 U.S.C. Section 1 et seq.

Arbitration. (a) Any controversy, dispute or claim arising out of or relating in any way to this Agreement or the other agreements contemplated by this Agreement or the transactions arising hereunder (including the validity, interpretation or applicability of this Section 6.1) shall be settled exclusively by final and binding arbitration in Houston, Texas. Such arbitration will apply the laws of the State of Texas and the commercial arbitration rules of AAA to resolve the dispute, and will be administered by the AAA. (b) Written notice of arbitration must be given within one year after the notifying party hereto may elect has knowledge of accrual of the claim on which the notice is based. If the claiming party fails to submit any dispute hereunder give notice of arbitration within that has an amount in controversy in excess of $250,000 time, the claim shall be deemed to be waived and shall be barred from either arbitration hereunder. Any such or litigation. (c) Such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules by one independent and impartial arbitrator to be selected by mutual agreement of the American Arbitration Association then pertaining and parties, if possible. If the decision parties fail to reach agreement regarding appointment 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 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 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 following receipt by one party of the second other party’s notice of arbitration, the arbitrator upon shall be selected from a list or lists of proposed arbitrators submitted by AAA. Unless the matter so submittedparties agree otherwise, the arbitrator shall appoint be a third arbitratorlicensed attorney with at least ten years of experience in the practice of law. If either The selection process shall be that which is set forth in the Seller or AAA commercial arbitration rules then prevailing, except that (A) the Purchaser number of preemptory strikes shall not be limited and (B), if the parties fail to appoint select an arbitratorarbitrator from one or more lists, as aforesaid, for a period of ten (10) days after written notice from AAA shall not initially have the other party power to make an appointment but shall continue to submit additional lists until an arbitrator has been selected, but if no such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two is selected within sixty (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 (4560) days after the appointment receipt of the second arbitratorfirst notice of arbitration, then such third the AAA shall have the power to make an appointment and shall promptly do so. Initially, however, promptly following its receipt of a request to submit a list of proposed arbitrators, AAA shall convene the parties in person or by telephone and attempt to facilitate their selection of an arbitrator by agreement. If the arbitrator should die, withdraw or otherwise become incapable of serving, a replacement shall be selected and appointed in a like manner. (d) The arbitrator shall render an opinion setting forth findings of fact and conclusions of law with the reasons therefor stated. A transcript of the evidence adduced at the hearing shall be made and shall, upon request, be made available to either party. The fees and expenses of the arbitrator shall be appointed shared equally by the American Arbitration Association parties and advanced by them from its qualified panel of arbitrators, and shall be a person having time to time as required; provided that at least ten (10) years’ recent professional experience as to the subject matter in question. The fees conclusion of the third arbitration, the arbitrator may award costs and expenses (including the expenses incident to costs of 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, arbitration previously advanced and the fees and expenses of expert attorneys, accountants and other experts). No pre-arbitration discovery shall be permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by either party, to order pre-arbitration examination of the witnesses and documents that the other witnesses called for by party intends to introduce in its case-in-chief at the partiesarbitration hearing. The arbitrator shall render his or her opinion and/or award within ninety (90) days of the conclusion of the arbitration hearing. The arbitrator shall not be empowered to award to either party any punitive damages in connection with any dispute between them arising out of or relating in any way to this Agreement or the other agreements contemplated hereby or the transactions arising hereunder or thereunder, and each party hereby irrevocably waives any right to recover such damages. The arbitration hearings and award shall be paid by the respective party engaging such counsel or calling or engaging such witnessesmaintained in confidence. 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 Notwithstanding anything to the Seller contrary provided in this Section 6.1 and one without prejudice to the Purchaser. A judgment of a above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief. The award rendered by the arbitrator shall be final and not subject to judicial review and judgment thereon may be entered upon the award in any court of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcompetent jurisdiction.

Arbitration. Any If any question shall arise in regard to the interpretation of any provision of this Agreement or as to the rights or obligations of the parties hereunder, the question shall be referred to the respective Program Managers who shall deliberate such questions for not more than 15 days. If a resolution is not forthcoming within said period the matter will be referred to a senior executive designated by each party hereto who shall, within 30 days of the request of the party invoking these dispute resolution procedures, meet with each other to negotiate and attempt to resolve such question in good faith. Such senior executives may, if they so desire, consult outside experts for assistance in arriving at such a resolution. In the event that the resolution is not achieved within 30 days after such a request, then the question shall be finally resolved by the award of arbitrators (all of whom shall be arbitrators certified by the American Arbitration Association) named as follows: (i) the party sharing one side of the dispute shall name an arbitrator and give written notice thereof to the party sharing the other side of the dispute; (ii) the party sharing the other side of the dispute shall, within 14 days of receipt of such written notice, name an arbitrator; and (iii) the arbitrator so named shall within 15 days after the naming the latter of them, select an additional arbitrator. If such additional arbitrator is not selected within fifteen (15) days of the appointment of the latter of the arbitrators the party sharing either side of the dispute may elect seek to submit any dispute hereunder that has an amount appoint such third arbitrator by applying to the American Arbitration Association. The arbitrators shall proceed promptly to hear and determine the matter in controversy in excess of $250,000 to arbitration hereundercontroversy. Any such The 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 Association. 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 instructed that their decision must be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree made within thirty (30) 45 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 , subject to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party any reasonable delay due 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 obtainingunforeseen circumstances.

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 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. (a) Any party hereto may elect to submit any dispute dispute, claim or controversy arising under or in connection with this Agreement or the Executive’s employment hereunder that has an amount or the termination thereof, other than injunctive relief under Section 11 hereof, shall be settled exclusively by arbitration administered by the American Arbitration Association (the “AAA”) and carried out in controversy in excess the Commonwealth of $250,000 to arbitration hereunderMassachusetts. 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 arbitration, except as modified herein. There shall be one arbitrator, mutually selected by the Company and the decision Executive from a list of arbitrators provided by 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 AAA within thirty (30) days after the appointment of receipt by respondent of the second arbitrator upon the matter so submitted, shall appoint a third arbitratordemand for arbitration. If either the Seller or the Purchaser shall fail to appoint Company and Executive cannot mutually agree on 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, then the parties shall request that the AAA appoint the arbitrator and the arbitrator shall be appointed by the AAA within fifteen (15) days thereafter, appoint a third arbitrator. If of receiving such arbitrators fail to agree upon a third arbitrator request. (b) The arbitration shall commence within forty forty-five (45) days after the appointment of the second arbitrator, then such third arbitrator ; the arbitration shall be appointed by completed within sixty (60) days of commencement; and the American Arbitration Association from its qualified panel of arbitrators, and arbitrator’s award 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 made within thirty (30) days after appointment following such completion. The parties may agree to extend the time limits specified in the foregoing sentence. (c) The arbitrator may award any form of relief permitted under this Agreement and applicable law, including damages and temporary or permanent injunctive relief, except that the third arbitratorarbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any dispute. Such decision The arbitrator may award attorney’s fees. The award shall be in writing and shall state the reasons for the award. (d) The decision rendered by the arbitral tribunal shall be final and binding on the parties to this Agreement. Judgment may be entered 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 jurisdiction. The parties hereto waive, to the fullest extent permitted by law, any rights to appeal to, or to seek review of such award by, any court. The parties hereto further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration.

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action, hereunder, in the event of any dispute hereunder or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that has an amount in controversy in excess such dispute or difference of $250,000 to arbitration hereunder. Any such arbitration opinion shall be conducted submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterest executive officers of insurance or reinsurance companies. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in Bostonturn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, Massachusetts in accordance with each Arbiter shall nominate three candidates within 10 days thereafter, two of whom the Commercial Arbitration Rules other shall decline, and the decision shall be made by drawing lots. B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the American Arbitration Association then pertaining Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the Arbiters may be entered in any court of competent jurisdiction. C. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire of the arbitration. In the event any party that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. D. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by 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 law of the dispute. Notice State 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 obtainingOhio.

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 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 dispute or other matter in question relating to this Agreement that cannot be resolved by the Retrocedent and the Retrocessionaire arising out of, or relating to, the formation, interpretation, performance or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, will be subject to arbitration. Arbitration will be initiated by the delivery of a written notice of demand for arbitration by one party hereto to the other within a reasonable time after the dispute has arisen and cannot be otherwise settled by the parties. Within thirty (30) days of the non-initiating party’s receipt of notice of arbitration, each party will appoint a disinterested individual as arbitrator and the two so appointed will then appoint a third arbitrator who will serve as the umpire. If either party fails to appoint an arbitrator within thirty (30) days, the other party may elect appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within fifteen (15) days of the date on which the second arbitrator was appointed, the parties shall employ the ▇▇▇▇▇-U.S. Umpire Appointment Procedures to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunderappoint the third arbitrator. Any such arbitration If the ▇▇▇▇▇-U.S. Umpire Appointment Procedures have been terminated, the parties shall be conducted in Boston, Massachusetts in accordance with jointly petition the Commercial Arbitration Rules New York office of the American Arbitration Association then pertaining and to appoint 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 The arbitrators will be present or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for former officers of insurance or reinsurance companies or attorneys experienced in reinsurance matters who do not have 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, personal or financial interest 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 result of the second arbitratorarbitration and who are not past or current officers, then such third arbitrator shall be appointed by employees or directors of the American Arbitration Association from its qualified panel of arbitratorsRetrocedent, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionRetrocessionaire or their respective affiliates. The fees of arbitration hearings will be held in New York, New York, or such other place as the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwiseparties may mutually agree. 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 Within thirty (30) days after appointment of the third arbitrator, the panel shall meet and determine timely periods for briefs, discovery procedures and schedules for hearings. Such The decision of the panel shall be rendered within forty-five (45) days following the termination of the hearings. In making its decision, the panel shall consider the customs and practices of the reinsurance industry. The arbitrators will not be obliged to follow judicial formalities or the rules of evidence except to the extent required by the laws of the State of New York. Insofar as the arbitration panel looks to substantive law, it shall apply the laws of the State of New York without regard to its conflict of laws rules. The decision of any two arbitrators when rendered in writing shall be final and in duplicate, one counterpart thereof binding. The panel is empowered to be delivered to grant interim relief as it may deem appropriate. Judgment upon the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award may be entered upon the award in any court having jurisdiction thereof. The substantive laws of the State of New York, without regard to its conflict of laws rules, will govern any action or suit brought to compel any such arbitration or to enforce any award rendered pursuant to such arbitration. It is agreed that the arbitrators in accordance shall not have the jurisdiction to authorize any punitive, exemplary or consequential damage awards between the parties hereto. Each party shall bear the expense of its own arbitrator and shall jointly and equally bear with the rules other party the cost of the third arbitrator. The remaining costs of the arbitration shall be allocated by the panel. The panel may, at its discretion, award such further costs and statutes applicable thereto then obtainingexpenses as it considers appropriate, including but not limited to attorneys’ fees, to the extent permitted by law. Except as provided above, arbitration will be based, to the extent applicable, upon ▇▇▇▇▇-U.S. procedures. The procedures specified in this Section will be the sole and exclusive procedures for the resolution of irreconcilable disputes between the parties arising out of or relating to this Agreement. This Section shall survive the termination of this Agreement.

Arbitration. Any party hereto may elect a. The parties shall have fourteen (14) calendar days to submit mutually agree upon an arbitrator after the referral to arbitration. If no agreement is reached, then the parties shall request the Oregon State Conciliation Service for a list of seven (7) qualified arbitrators. The representatives from the Board and Association shall determine by lot the order of elimination and thereafter shall alternately strike one name from the list until only one name remains. The seventh and remaining name shall become the arbitrator. b. If any question arises as to whether a particular dispute hereunder involves the misinterpretation or violation or misapplication of any of the provisions of this Agreement, such questions will first be ruled upon by the arbitrator selected to hear the dispute. The arbitrator shall first hear the arbitrability question, then the merits of the case at the same hearing. If he/she decides that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the issue is not arbitrable, then no ruling on the merits shall be issued. Except as otherwise expressly provided in this Agreement, the arbitration will be conducted in Boston, Massachusetts in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association in effect at the time (hereinafter referred to as the “AAA Rules”). c. The arbitrator so selected will confer with the representatives of the District and the Association and hold hearings promptly and will issue his/her decision not later than thirty (30) calendar days from the date of the close of the hearings, or if oral hearings have been waived, then pertaining from the date the final statements and proofs are submitted to him/her. The arbitrator’s decision will be in writing and will set forth findings of fact, reasoning, and conclusion on the issues submitted. The arbitrator will be without power or authority to make any decision that is violative of the terms of this Agreement. The arbitrator shall have no authority to alter, modify, vacate or amend any term of this Agreement. The decision of the arbitrator will be submitted to the Board and the Association and will be final and binding upon the parties. The costs for the services of the arbitrator, including per diem expenses, if any, will be borne equally by the Board and the Association. All other costs will be borne by the party incurring them. The names of any witnesses who will be used in arbitration must be made known to the other party seventy-two (72) hours prior to the first arbitration session. d. Pending the processing of the grievance and the decision of the arbitrators with respect to such dispute arbitrator, there shall be bindingno strike, final work stoppage, slowdown, or other interference with work by the Association or by any of its employee members that will interfere with the work of the District, nor shall there be a lockout of employees by the Board or its agents during the term of this Agreement. e. The provisions of this section shall not be interpreted to require that the Association process any grievance through the grievance or arbitration procedure which it believes, in good faith, lacks merit. E. In instances where an alleged contract violation affects a clearly defined class of bargaining unit members in a single department, the Association will submit the grievance in writing to the appropriate Service Area director commencing at Step 2. If, in the mutual judgment of the Association and conclusive on the partiesDistrict, a grievance affects the Association or a clearly defined group or a class of bargaining unit members in more than one Service Area, the Association may submit such grievance, in writing, to the Superintendent directly and the processing of such grievance shall commence at Step 3. F. There shall be no reprisals by either of the parties against employees, supervisors, or Board members by reason of any participation in the grievance procedure. G. For purposes of processing a grievance break periods of 5 working days or more will be excluded from time lines for those employees who do not work during those breaks. In the event any party hereto shall elect to submit any a grievance is filed at such dispute to arbitration hereundertime as it cannot be processed through all the steps of this grievance procedure by the end of the employee’s school year, the Seller time limits set forth herein may, with the consent of the District, be reduced so that the grievance procedure may be exhausted prior to the end of the school year or as soon thereafter as it is practicable. H. All documents, communications, and records of a grievance will be filed separately from the personnel files. Any challenged document or record would remain in the grievant’s file pending the outcome of the grievance, and continue in the personnel file, if the grievance is decided in favor of the District. All charges resulting in disciplinary action shall be considered a permanent part of a employee’s personnel file and shall not be removed for any reason. I. Employee discipline 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 charges which resulted in the general subject matter of the dispute. Notice of such appointment discipline shall be sent in writing by each party to considered stale after 60 months, so long as no other discipline for the other, and the arbitrators so appointed, in the event same type 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 Purchaserconduct occurs. A judgment of a court of competent jurisdiction stale document may not be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingused for any purpose to support progressive discipline, non-extension, or dismissal.

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 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. 15.16.1 The LCIA Arbitration Rules, as amended from time to time (the “LCIA Rules”) are incorporated by reference into this Clause 15.16 and capitalised terms used in this Clause 15.16 which are not otherwise defined in this Agreement have the meaning given to them in the LCIA Rules. 15.16.2 Any party hereto may elect dispute, claim, difference or controversy arising out of or connected with this Agreement, including a dispute as to submit the validity, existence interpretation, performance, breach or termination or the consequences of its nullity and any dispute hereunder that has an amount relating to any non-contractual obligations arising out of or in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration connection with this Agreement or this Clause 15.16, shall be referred to and finally resolved by arbitration conducted with its seat or legal place in London and conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the English language by three 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 pursuant to the otherLCIA Rules, and save that, unless the arbitrators so appointed, in parties agree otherwise: (i) the event Claimant (or Claimants jointly) shall nominate an arbitrator for appointment by the LCIA Court. The Respondent (or Respondents jointly) shall nominate an arbitrator for appointment by the LCIA Court. If one party fails to appoint an arbitrator within 30 days of their failure to agree within thirty (30) days after receiving notice of the appointment of the second 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 period of ten (10) days after written notice from by 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 that arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitratorsLCIA Court; (ii) the third arbitrator, and who shall be a person having at least ten (10) years’ recent professional experience act as to the subject matter in question. The fees presiding arbitrator 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 partiestribunal, shall be paid nominated by the respective party engaging such counsel two arbitrators nominated by or calling or engaging such witnesses. The decision on behalf of the parties. If he is not so nominated within 30 days of the date of nomination of the later of the two party-nominated arbitrators to be nominated, he shall be rendered within thirty chosen by the LCIA Court; (30iii) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicateany party to an arbitration commenced pursuant to this Clause 15.16 may, one counterpart thereof to be delivered prior to the Seller and one constitution of an Arbitral Tribunal in respect of that arbitration, join any party to this Agreement or any Transaction Document to that arbitration by delivery of a notice to the Purchaser. A judgment party it seeks to join at the address given for the sending of a court notices under this Agreement or the relevant Transaction Document (as applicable); (iv) the parties agree to the consolidation of competent jurisdiction may be entered upon any two or more arbitrations commenced pursuant to this Clause 15.16 and/or the award of the arbitrators arbitration agreement contained in any Transaction Document, subject to and in accordance with the rules and statutes applicable thereto then obtainingLCIA Rules. For the avoidance of doubt, this Clause 15.16.2(iv) is an agreement in writing by all parties to any arbitrations to be consolidated for the purposes of Article 22.1(ix) of the LCIA Rules; and (v) to the extent permitted by law, each party waives any objection, on the basis that a dispute has been resolved in a manner contemplated by this Clause 15.16, to the validity and/or enforcement of any arbitral award.

Arbitration. Any party hereto 1. A grievance that is not resolved at Step Three may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 be submitted to arbitration hereunderby the Union, provided that written notice of intent to arbitrate is received by the Associate Vice President for Academic Personnel within 15 business days following receipt by the Union of the Step Three answer. Any such arbitration Such notice shall be conducted in Bostonidentify the grievance, Massachusetts in accordance with set forth the Commercial Arbitration Rules provisions of the Agreement involved and the remedy desired. 2. Following the written notice to the Associate Vice President for Academic Personnel, the Employer and the Union shall attempt to select an arbitrator. If an arbitrator is not selected within five business days of the written notice, the Union, within the next 10 business days only, may request the Federal Mediation and Conciliation Service or the American Arbitration Association then pertaining and (AAA) to administer the decision process of selecting an arbitrator. The arbitrator shall not be an employee of the arbitrators with respect Employer or of the Union, nor be a member of the American Federation of Teachers (AFT). 3. Either the Employer or the Union or both shall notify the Arbitrator of selection and upon acceptance shall forward to such dispute shall be binding, final and conclusive on the parties. In Arbitrator a copy of the event any party hereto shall elect to submit any such dispute to arbitration hereundergrievance, the Seller Employer's answer at Step Three, the Union notice of intent to arbitrate 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 copy of the disputeAgreement. Notice A copy of such appointment this communication (except the copy of the Agreement) shall be sent in writing by each party to either the Employer or the Union, as the case may be. If the Arbitrator does not accept selection, the selection process shall be repeated until an arbitrator has accepted selection. 4. Upon receipt of this communication, the Arbitrator shall fix the time and place for hearing the issue or issues submitted for decision. 5. At the time of the arbitration hearing, both the Employer and the Union shall have the right to examine and cross-examine witnesses. 6. Upon request of either the Employer or the Union or both, a transcript of the hearing shall be made and furnished to the otherArbitrator with the Employer and the Union having an opportunity to purchase their own copies. The party requesting the transcript shall bear the cost of the Arbitrator's copy, unless it is mutually requested. In such a case, the cost shall be sharedequally. 7. At the close of the hearing, the Arbitrator shall afford the Employer and the Union a reasonable opportunity to furnish briefs if either party requests the opportunity. 8. The jurisdictional authority of the Arbitrator is defined as, and limited to, the determination of any grievance as defined in Section A submitted to him/her consistent with this Agreement and considered by him/her in accordance with this Agreement. 9. The standard of evidence in misconduct cases shall be the civil standard of a preponderance of the evidence. 10. The Arbitrator shall not have any authority to add to, subtract from, or otherwise modify any of the terms, clauses, or provisions of this Agreement. 11. The fees and expenses of the Arbitrator shall be split between the Employer and the Union. The expenses of, and the arbitrators so appointedcompensation for, 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 each and every witness and representative for either the Seller Employer 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, Union shall be paid by the respective party engaging such counsel producing the witness or calling or engaging such witnesseshaving the representative. 12. The Arbitrator shall render 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 duplicatewithin 30 calendar days following the hearing. 13. The Arbitrator's decision, 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 when made in accordance with the rules Arbitrator's jurisdiction and statutes applicable thereto then obtainingauthority established by this Agreement, shall be final and binding upon the Employer, the Union, and the Employee or Employee involved. 14. The provisions of this Section do not prohibit the Employer and the Union from mutually agreeing to expedite arbitration of a given grievance or grievances.

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 After the procedure set forth in paragraph 36.2, if one of the Parties or one of the signatories considers there are conditions for an amicable solution to the dispute or controversy referred to in such paragraph, it may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 such issue to arbitration hereunder. Any such arbitration shall be conducted in Bostonad hoc, Massachusetts in accordance with using the Commercial Arbitration Rules of the American United Nations Commission on International Trade Law – UNCITRAL as a parameter, according to the following precepts: the arbitrators shall be appointed as determined by the Arbitration Association then pertaining Rules of UNCITRAL; three arbitrators shall be appointed. Each interested party shall choose an arbitrator. The two arbitrators so appointed shall designate the third arbitrator, who shall preside over the panel; upon agreement of the interested parties, a sole arbitrator may be appointed in the events the amounts involved are not high; the city of Rio de Janeiro, Brazil, shall be the seat of the arbitration and the decision place where the arbitration award is rendered; the language of the arbitrators with respect to such dispute arbitration proceeding shall be binding, final and conclusive on the partiesPortuguese. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderHowever, the Seller and interested parties may support the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator proceeding with at least ten (10) years’ recent professional experience testimonies or documents in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the otherany other language, and if the arbitrators so appointeddecide, with no need for a sworn translation; any and all expenses required for installation and development of the arbitration, such as costs and advance payment of arbitrator’s and expert’s fees, shall be exclusively borne by the Contractor. The Contracting Party shall reimburse such amounts only upon a final conviction, as decided by the arbitrators; on the merits, the arbitrators shall decide based on the Brazilian laws; the arbitration award shall be final and its content shall bind the interested parties. Any amounts possibly payable by the Contracting Party or ANP shall be paid off by a special judicial order, except in the event of their failure to agree administrative acknowledgement of the request; and if preliminary injunctions or urgent protective measures are required before arbitration, the interested Party may request them directly from the Judiciary Branch, based on the Applicable Laws and Regulations, and they shall be cancelled if arbitration is not filed within thirty (30) days after the appointment of the second arbitrator upon date of effectiveness of the matter so submitteddecision. The interested parties may, by mutual agreement, choose to file the arbitration with the International Court of Arbitration of the International Chamber of Commerce or with another notoriously recognized, reputable arbitration panel, according to the rules of the chamber chosen, provided that the provisions of sub-items “b” to “i” of paragraph Erro! Fonte de referência não encontrada. are observed. The interested parties 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 have thirty (30) days thereafterto choose the arbitration panel. Upon disagreement, appoint a third arbitratorthe arbitration panel shall be defined by the Contracting Party. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment dispute or controversy involves only entities forming part of the second arbitratorFederal Public Administration, then such third arbitrator shall the issue may 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 submitted to the subject matter in questionChamber of Conciliation and Arbitration of the Federal Administration – CCAF of the Office of the Attorney General of the Union. The fees of Parties hereby represent to be aware that the third arbitrator arbitration addressed by this Section refers exclusively to disputes arising from the Agreement or related thereto and the expenses incident is intended to settle only litigations related to the proceedings shall be borne equally between the Seller and the Purchaserequity rights available, unless the arbitrators decide otherwiseunder Law No. 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 obtaining9,307/1996.

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 5.1 If a grievance, as defined in Article 4, has not been satisfactorily resolved through the grievance procedure, the Union may elect request arbitration by writing to submit any dispute hereunder that has the County’s Director of Labor Relations no later than thirty (30) calendar days after the Fire Chief’s response is due in Step 3 of the grievance procedure, or, if the parties mutually agree to an amount extension of time for the Fire Chief to respond, no later than thirty (30) calendar days after the Fire Chief’s response is submitted to the Union. The County’s Director of Labor Relations shall begin implementation of the arbitration process within seven (7) calendar days after receiving such request to arbitrate. Upon ratification of this Agreement, the parties to this Agreement will attempt to mutually agree upon a permanent panel of eight (8) independent arbitrators. The panel of arbitrators shall be established from a panel of at least thirty (30) arbitrators as forwarded by the American Arbitration Association. The panel of eight (8) arbitrators shall be placed in controversy random order. An arbitrator, after selection, shall be placed in excess of $250,000 to arbitration hereunder. Any such the eighth (8th) position on the list and the arbitrator originally listed second will become the next arbitrator assigned. 5.2 The arbitration shall be conducted in Boston, Massachusetts in accordance with under the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining except where those rules differ from the procedures in this Agreement, in which case, the Agreement shall prevail. Subject to the limitations herein, the arbitrator shall have jurisdiction and authority to decide a grievance as defined in Article 4. Arbitration hearings shall be held at a neutral location mutually agreed to by the County and the decision Union. 5.3 The County and the Union shall attempt to agree to a written statement of the arbitrators with respect issue(s) to such dispute shall be binding, final and conclusive on arbitrated prior to the partiesarbitration hearing. In the event of failure of the parties to agree on a statement of issues to be submitted, each party shall present a written statement of the grievance and issues to be decided to the arbitrator. Wherever possible, such statements shall be forwarded to the arbitrator and exchanged between the parties two (2) weeks prior to the arbitration hearing date. Rights of the parties shall not be prejudiced by the inability or failure to comply with this subsection. 5.4 At the hearing, the arbitrator shall confine himself/herself exclusively to the question which is presented to him/her, which question must be actual and existing. 5.5 The arbitrator shall have no authority to consider or rule upon any party hereto shall elect matter which is stated in this Agreement not to submit any such dispute be subject to arbitration hereunderor which is not a grievance as defined in Article 4. Disciplinary matters are expressly excluded from arbitration, except as provided for under Article 4.8. 5.6 The arbitrator shall have no authority to change, amend, add to, subtract from, ignore, modify, or otherwise alter or supplement this Agreement or any part thereof or any amendment thereto. At the Seller and the Purchaser shall each appoint and pay all fees of arbitration hearing either party may request a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter certified court reporter. The loser of the dispute. Notice arbitration proceeding will pay the cost for both parties of such appointment shall be sent in writing by each party to the otherfiling for arbitration, and the arbitrators so appointed, in cost of the event arbitrator. Each party shall pay the expenses and fees of their failure to agree its own witnesses. 5.7 The arbitrator shall issue the award within thirty (30) days after the appointment of the second hearing. Such award shall be final and binding on both parties. The 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 furnish copies 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 award 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 both 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 the Agreement, or the breach thereof, or any failure to agree where agreement of the parties is necessary pursuant hereto, including the determination of the scope of this agreement to arbitrate, shall be resolved by the following procedures: (a) The parties agree to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to final and binding arbitration hereunder. Any such arbitration shall be conducted in Bostonadministered by the American Arbitration Association (the "AAA"), Massachusetts in accordance with pursuant to the Commercial Arbitration Rules of the American Arbitration Association then pertaining AAA as in effect at the time of submission. The arbitration shall be held in Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the decision "ARBITRATOR"). (b) Unless the parties have agreed upon the selection 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 hereunderArbitrator before then, the Seller and AAA shall appoint 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 Arbitrator within thirty (30) days after the appointment submission to AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the selection of the second arbitrator upon Arbitrator. Each party shall be limited to two pre-hearing depositions each lasting no longer than two (2) hours. The parties shall exchange documents to be used at 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 hearing no later than ten (10) days after written notice from prior to the other hearing date. Each party shall have no longer than three (3) hours to make such appointmentpresent its position, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the entire proceedings before the Arbitrator shall be on no more than two (2) so appointed shall, in the event of their failure to agree upon any decision hearing days within thirty (30) days thereafter, appoint a third arbitratortwo week period. 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 The award shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least made no more than ten (10) years’ recent professional experience days following the close of the proceeding. The Arbitrator's award shall not include consequential, exemplary, or punitive damages. The Arbitrator's award shall be a final and binding determination of the dispute and shall be fully enforceable in any court of competent jurisdiction. Except in a proceeding to enforce the results of the arbitration, neither party nor the Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. (c) In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement or protection of any or all of the Executive's rights under this Agreement, the Bank shall pay (or the Executive shall be entitled to recover from the Bank, as the case may be) the Executive's reasonable attorneys' fees and other reasonable costs and expenses in connection with the enforcement or protection of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and 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 extent the arbitrators shall determine that under the circumstances recovery by the Executive of all or a part of any such fees and costs and expenses would 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 obtainingunjust.

Arbitration. Any (a) The Buyer, on the one hand, or the Company, on the other hand, may submit any matter referred to in Section 11.2 hereof to arbitration by notifying the other parties hereto, in writing, of such dispute. Within 10 days after receipt of such notice, the Buyer and the Company shall designate in writing one arbitrator to resolve the dispute; provided, that if the parties hereto cannot agree on an arbitrator within such 10-day period, the arbitrator shall be selected by the American Arbitration Association's Boston office if the arbitration is initiated by the Company and selected by the American Arbitration Association's Atlanta office if initiated by the Buyer. The arbitrator so designated shall not be an employee, consultant, officer, director or stockholder of any party hereto may elect or any Affiliate of any party to submit any dispute hereunder that has an amount this Agreement. (b) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the Company shall meet, at which time the Buyer and the Company shall be required to set forth in controversy in excess writing all disputed issues and a proposed ruling on each such issue. (c) The arbitrator shall set a date for a hearing, which shall be no later than 30 days after the submission of $250,000 written proposals pursuant to arbitration hereunderparagraph (b) above, to discuss each of the issues identified by the Buyer and the Company. Any Each such party shall have the right to be represented by counsel. The arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining and Association; provided, that the decision arbitrator shall have sole discretion with regard to the admissibility of evidence. (d) The arbitrator shall use his best efforts to rule on each disputed issue within 30 days after the completion of the arbitrators with respect hearings described in paragraph (c) above. The determination of the arbitrator as to such the resolution of any dispute shall be binding, final binding and conclusive on the partiesupon all parties hereto. 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 All rulings 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 shall be delivered to the Seller parties hereto. (e) Any arbitration pursuant to this Section 11 shall be conducted in Boston if initiated by the Company and one to Atlanta if initiated by the PurchaserBuyer. A judgment of a court of competent jurisdiction Any arbitration award may be entered upon in and enforced by any court having jurisdiction thereover and the award parties hereby consent and commit themselves to the jurisdiction of the arbitrators in accordance with courts of the rules and statutes applicable thereto then obtainingState of Georgia for purposes of the enforcement of any arbitration award.

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 If the grievance is not settled on the basis of the foregoing procedures, and if the grievant and the Union have complied with the specific time limitations specified in Steps 1, 2, and 3, the Union may elect to submit any dispute hereunder that has an amount the issue in controversy in excess of $250,000 writing to arbitration hereunderwithin fourteen (14) calendar days following the receipt of the written reply from the Administrator or designee. If the Employer and the Union fail to agree on an arbitrator, a list of eleven (11) arbitrators will be requested from the Federal Mediation and Conciliation Service. The parties will thereupon alternate in striking a name from the panel until one name remains. The person whose name remains will be the arbitrator. Each party shall have the right to reject one (1) entire panel and request, at their expense, another panel. 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 arbitrator accepting an assignment under this Article will endeavor 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 issue an award within thirty (30) calendar days after the appointment of the second arbitrator upon close of the matter so submitted, shall appoint a third arbitrator. If either the Seller hearing or the Purchaser receipt of post-hearing briefs, whichever is later, unless the parties mutually agree to a later date. The Arbitrator’s decision will be final and binding on all parties. The Arbitrator shall fail have no authority to appoint an arbitratordecide staffing issues. The Arbitrator will have no authority to add to, subtract from, or otherwise change or modify the provisions of this Agreement, but will be authorized only to interpret existing provisions of this Agreement as aforesaidthey may apply to the specific facts of the issue in dispute. The Arbitrator will have no authority to award punitive damages, for a period of ten (10) days after written notice from nor will the other party Arbitrator be authorized to make such appointment, then a back pay award for any period earlier than the beginning of the pay period prior to the pay period in effect in which the grievance was first presented to the Employer at Step 1 of this grievance procedure. Each party will bear one-half (1/2) of the fee of the arbitrator appointed for an Award issued on a timely basis and any other expense jointly incurred incident to the arbitration hearing. All other expenses, including but not limited to legal fees, deposition costs, witness fees, and any and every other cost related to the presentation of a party’s case in this or any other 42 forum, will be borne by the party having made such appointment shall appoint a second arbitrator incurring them, and neither party will be responsible for the two (2) so appointed shall, in the event expenses 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 witnesses called 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 obtainingparty.

Arbitration. Any Section 1. In the event either party hereto may elect elects to submit any dispute hereunder that has an amount in controversy in excess of $250,000 a grievance to arbitration hereunder. Any such arbitration arbitration, the arbitrator shall be conducted in Bostonselected according to and shall be governed by the following procedures: Either party may, Massachusetts in accordance within twelve (12) school days following a decision by the School Committee at Level 3, file a demand for arbitration with the Commercial Arbitration Rules of the American Arbitration Association then pertaining to provide a list of arbitrators from whom the parties will select an arbitrator under the provisions of the Voluntary Labor Arbitration rules. The party filing a demand for arbitration shall copy the other party in writing at the time that it files its demand with the American Arbitration Association. Section 2. Each party shall bear the expense of its representatives, participants, witnesses and for the preparation and representation of its own case. The fees and expenses (if any) of the arbitrator and the decision of the arbitrators with respect to such dispute American Arbitration Association shall be binding, final and conclusive on shared equally by the parties. In the no event shall 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 present or future member of the disputeCommittee have any personal obligation for any payment under any provision of this Agreement. Section 3. Notice of such appointment The arbitrator shall hold hearings promptly and, unless the time shall be sent in writing extended by each party to the othermutual agreement, and the arbitrators so appointed, in the event of their failure to agree within shall issue his award not later than thirty (30) days after from the appointment date of the second arbitrator upon closing of the matter so submittedhearings or, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitratorif oral hearings have been waived, as aforesaid, for a period of ten (10) days after written notice from the other party date of submission 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 him of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final statement and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionBriefs. 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 's award shall be in writing and in duplicateshall set forth his findings of fact, one counterpart thereof reasoning, and conclusions. The arbitrator shall be without power or authority to be delivered to make an award which requires the Seller commission of an act prohibited by law or which is inconsistent with any provision of this contract or with the Rules and one to Regulations of the PurchaserGroton-Dunstable Regional School Committee. A judgment of a court of competent jurisdiction may be entered upon the The award of the arbitrators arbitrator shall be submitted to the School Committee and the Association and, subject to law, shall be final and binding upon the School Committee, the Association and the aggrieved teacher. Section 4. The Arbitrator shall be bound by the procedure set forth in the Voluntary Labor Arbitration Rules as now in effect or thereafter established by the American Arbitration Association. He shall arrive at his decision solely upon the facts, evidence and contentions as presented by the parties through the arbitration proceedings. The Arbitrator shall have no power to add to, subtract from or modify, any of the terms of this Agreement, and in reaching his decision shall interpret this Agreement in accordance with the rules commonly accepted meaning of the words used herein and statutes applicable thereto then obtainingthe principle that there are no restrictions intended upon the rights and authority of the Committee other than those expressly set forth herein. Subject to the foregoing, the decision of the arbitrator shall be final and binding upon the parties. Section 5. Notwithstanding anything to the contrary, no dispute or controversy shall be the subject for arbitration unless it involves the interpretation or application of a specific provision of this Agreement. The parties may, by mutual agreement, submit more than one pending grievance to the same arbitrator.

Arbitration. Any party hereto If no settlement is reached in Step 3, the Union may elect request that the matter be submitted to submit any dispute hereunder that has an amount in controversy in excess arbitrator as hereinafter provided: a. Written notice of $250,000 to arbitration hereunder. Any such a request for arbitration shall be conducted in Boston, Massachusetts in accordance with made to 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 Superintendent within ten (10) years’ recent professional experience in the general subject matter days of receipt of the dispute. Notice of such appointment disposition letter at Step 3. b. Arbitration shall be sent in writing by each party limited to issue(s) involving the otherinterpretation or application of specific terms of this Agreement. c. When a timely request has been made for arbitration, the parties shall attempt to select an impartial arbiter to hear and decide the arbitrators so appointed, in particular case. If the event of their failure parties are unable to agree to an arbiter 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 submission of the written notice request for arbitration, the provisions of paragraph d, below, shall apply to the selection of an arbiter. d. In the event an arbiter is not agreed upon as provided in paragraph c, above, the parties shall jointly request the American Arbitration Association to submit a panel of nine (9) arbiters. Such request shall state the issue of the case and ask that the nominee be qualified to handle the type of case involved. When notification of the names of the nine (9) arbiters is received, the parties shall each independently strike from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment list those unacceptable arbiters and shall appoint a second arbitrator and the two (2) so appointed shallrank, in order of preference, acceptable arbiters. The parties shall then meet and compare their lists. From among the mutually acceptable arbiters, the one with the lowest combined preference number shall be the arbiter. In the event of their failure a tie between two or more arbiters, a single arbiter shall be chosen by lot. In the event there are no mutually acceptable arbiters on the panel, the parties, in turn, shall have the right to agree upon any strike a name from the panel until one (1) name remains. The remaining person shall be the arbiter. The right to strike the first name from the panel shall be determined by lot. In the event either party is dissatisfied with the credentials of the arbiters whose names are on the first panel offered by the American Arbitration Association, such party can summarily reject that panel and insist on a second panel. Selection must be made from the second panel. e. Arbitration proceedings shall be in accordance with the following: 1. The arbiter, once appointed, will inform the parties as to the procedures which will be followed. 2. The arbiter shall hear and accept pertinent evidence submitted by both parties and shall be empowered to request, through subpoena if necessary, such data and testimony as the arbiter deems pertinent to the grievance and shall render a decision in writing to both parties within thirty (30) days thereafterdays, appoint unless mutually extended, of the closing of the record. 3. The arbiter shall be authorized to rule and issue a third arbitratordecision in writing on the issue(s) presented for arbitration said decision shall be final and binding on both parties. 4. If such arbitrators fail The arbiter shall rule only on the basis of information presented in the hearing and shall refuse to agree upon a third arbitrator within forty five (45) days receive any information after the appointment of the second arbitrator, then such third arbitrator shall be appointed hearing except 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 questionmutual agreement. 5. The fees of the third arbitrator and the expenses incident Each party to the proceedings may call such witnesses as may be necessary in the order in which their testimony is to be heard. Such testimony shall be limited to the matters set forth in the written statement of grievance. The arguments of the parties may be supported by oral comment and rebuttal. Either or both parties may submit written briefs within a time period mutually agreed upon. Such arguments of the parties, whether oral or written, shall be confined to and directed at the matters set forth in the grievance. 6. Each party shall pay any compensation and expenses relating to its own witnesses or representatives. 7. Compensation including necessary expenses shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties. 8. The total cost of the stenographic record, and the fees of expert witnesses and other witnesses called for by the partiesif requested, shall will be paid by the respective party engaging such counsel or calling or engaging such witnessesrequesting it. The decision If the other party also requests a copy, that party will pay one-half (1/2) 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 obtainingstenographic cost.

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 If any dispute hereunder that has an amount arises out of or in controversy connection with this Agreement (except for any dispute arising out of or in excess connection with the confidentiality provisions set forth on Exhibit A hereto), the obligations arising under this Agreement (except for any obligations arising under the confidentiality provisions set forth on Exhibit A hereto) or the interpretation of $250,000 this Agreement's terms (except for the interpretation of the terms of the confidentiality provisions set forth on Exhibit A hereto), the matter shall be referred to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with pursuant to the Commercial Arbitration Rules commercial rules of the American Arbitration Association and according to the following terms: (A) Either party may initiate arbitration by giving written notice requested arbitration to the other party. (B) The parties shall select a single arbitrator by mutual agreement, but if they fail to select an arbitrator within 10 calendar days of the receipt of notice of arbitration, then pertaining each party shall within seven business days thereafter, appoint their respective arbitrator and the decision two arbitrators thus chosen shall together, within seven business days of their appointment, select a third arbitrator and that three member panel shall arbitrate the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesdispute. In the event any party hereto that the two arbitrators 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 fail within seven business days of their failure appointment to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint select 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 upon written request of either party, 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 Association. If a party shall fail to appoint an arbitrator as required the arbitrator appointed by the other party shall be the sole arbitrator. The arbitration shall be conducted in Minneapolis, Minnesota. (C) Within 15 business days of the appointment of the arbitrator or panel, as the case may be, each party shall state in writing its qualified panel of arbitratorsposition concerning the dispute, supported by the reasons therefore, and deliver its position to the arbitrator(s) and the other party. If either party fails to submit its position in a timely manner, the position submitted by the other party 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 partiesdeemed correct, 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 witnessesdeemed concluded. The decision parties shall then have 10 calendar days to respond to the position of the arbitrators shall be rendered other party and deliver that response to the arbitrator(s). The arbitrator(s) shall, within thirty (30) 30 calendar days after appointment thereafter, meet to consider the documents presented in order to make a determination by majority on the issues in dispute. Within 15 business days of the third arbitratorend of their meeting the arbitrator(s) shall present their award. Such decision shall be in writing and in duplicate, one counterpart thereof The arbitrator(s) may award a party the right to be delivered to terminate this Agreement if termination is a remedy specified herein for the Seller and one to claim which is the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award subject of the arbitrators arbitration. (D) Each party in accordance with such arbitration shall bear one-half each of the rules expenses of the arbitrator(s), including their fees and statutes applicable thereto then obtainingcosts, but each party shall bear their own expenses, including attorney's fees.

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 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 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 33.01. The parties hereto may elect shall not be deemed to submit have agreed to determination of any dispute hereunder arising out of this Lease by arbitration unless determination in such manner shall have been specifically provided for in this Lease. 33.02. The party desiring arbitration shall give notice to that has an amount effect to the other party and shall in controversy such notice appoint a person as arbitrator on its behalf. Within ten (10) days, the other party by notice to the original party shall appoint a second person as arbitrator on its behalf. The arbitrators thus appointed shall appoint a third person, and such three arbitrators shall as promptly as possible determine such matter, provided, however that: (a) If the second arbitrator shall not have been appointed as aforesaid, the first arbitrator shall proceed to determine such matter; and (b) If the two arbitrators appointed by the parties shall be unable to agree, within ten (10) days after the appointment of the second arbitrator, upon the appointment of a third arbitrator, they shall give written notice to the parties of such failure to agree, and, if the parties fail to agree upon the selection of such third arbitrator within ten (10) days after the arbitrators appointed by the parties give notice as aforesaid, then within five (5) days thereafter either of the parties upon notice to the other party may request such appointment by the American Arbitration Association (or any organization successor thereto), or in excess it absence, refusal, failure, or inability to act, may apply for a court appointment of $250,000 to arbitration hereundersuch arbitrator. 33.03. Any such Each arbitrator shall be a fit and impartial person who shall have had at least five years' experience in a calling connected with the matter of dispute. 33.04. The arbitration shall be conducted in Bostonconducted, Massachusetts to the extent consistent with this Article, in accordance with the Commercial Arbitration Rules then prevailing rules of the American Arbitration Association then pertaining (or any organization successor thereto). The arbitrators shall render their decision and award, upon the decision concurrence 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 two of their failure to agree number, 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 Such decision 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 award shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, in writing and shall be a person having at least ten (10final and conclusive on the parties, and counterpart copies thereof shall be delivered to each of the parties. In rendering such decision and award, the arbitrators shall not add to, subtract from, or otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of the arbitrator(s) years’ recent professional experience as to so rendered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties hereto agree that such judgment of the arbitrator shall not be binding and may be the subject matter of litigation in questionthe Superior Court of New Jersey if it is alleged that the arbitrator made a mistake of fact or law. 33.05. The Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party and the fees and expenses of the third arbitrator and all other expenses of the expenses incident to arbitration (other than the proceedings fees and disbursement of attorneys or witnesses for each party) shall be borne equally between by the Seller parties equally. 33.06. Notwithstanding the provisions of this Article, if any delay in complying with any requirements of this Lease by Tenant might subject Landlord to any fine or penalty, or to prosecution for a crime, or if it would constitute a default by Landlord under any mortgage, Landlord may exercise its right under Article 29, to remedy such default and in such event the Purchaser, unless sole question to be determined by 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 partiesunder this Article, shall be paid by the respective party engaging whether Tenant is liable for Landlord's cost and expenses of curing 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 obtainingdefault.

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 arbitratorsthird parties brought against such party. 17.1.2 The obligation to arbitrate shall not be binding upon either party with respect to requests for preliminary injunctions, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter temporary restraining orders, specific performance or other procedures 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 to obtain interim relief when deemed necessary by such court to preserve the award status quo or prevent irreparable injury pending resolution by arbitration of the arbitrators in accordance actual dispute. 17.1.3 Any arbitrator appointed to act under this Section 17.1 must agree to be bound to the provisions of this Agreement, including Sections 9 and 12 with respect to the rules terms of this Agreement and statutes applicable thereto then obtainingany information obtained during the course of the arbitration proceedings.

Arbitration. Any party hereto may elect to submit If any dispute hereunder that has an amount arises out of or in controversy connection with this Agreement (except for any dispute arising out of or in excess connection with the confidentiality provisions set forth on Exhibit A hereto), the obligations arising under this Agreement (except for any obligations arising under the confidentiality provisions set forth on Exhibit A hereto) or the interpretation of $250,000 this Agreement's terms (except for the interpretation of the terms of the confidentiality provisions set forth on Exhibit A hereto), the matter shall be referred to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with pursuant to the Commercial Arbitration Rules commercial rules of the American Arbitration Association and according to the following terms: (A) Either party may initiate arbitration by giving written notice requesting arbitration to the other party. (B) The parties shall select a single arbitrator by mutual agreement, but if they fail to select an arbitrator within 10 calendar days of the receipt of notice of arbitration, then pertaining each party shall within seven business days thereafter, appoint their respective arbitrator and the decision two arbitrators thus chosen shall together, within seven business days of their appointment, select a third arbitrator and that three member panel shall arbitrate the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesdispute. In the event any party hereto that the two arbitrators 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 fail within seven business days of their failure appointment to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint select 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 upon written request of either party, 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 Association. If a party shall fail to appoint an arbitrator as required the arbitrator appointed by the other party shall be the sole arbitrator. The arbitration shall be conducted in Omaha, Nebraska. (C) Within 15 business days of the appointment of the arbitrator or panel, as the case may be, each party shall state in writing its qualified panel of arbitratorsposition concerning the dispute, supported by the reasons therefore, and deliver its position to the arbitrator(s) and the other party. If either party fails to submit its position in a timely manner, the position submitted by the other party 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 partiesdeemed correct, 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 witnessesdeemed concluded. The decision parties shall then have 10 calendar days to respond to the position of the arbitrators shall be rendered other party and deliver that response to the arbitrator(s). The arbitrator(s) shall, within thirty (30) 30 calendar days after appointment thereafter, meet to consider the documents presented in order to make a determination by majority on the issues in dispute. Within 15 business days of the third arbitratorend of their meeting the arbitrator(s) shall present their award. Such decision shall be in writing and in duplicate, one counterpart thereof The arbitrator(s) may award a party the right to be delivered to terminate this Agreement if termination is a remedy specified herein for the Seller and one to claim which is the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award subject of the arbitrators arbitration. (D) Each party in accordance with such arbitration shall bear one-half each of the rules expenses of the arbitrator(s), including their fees and statutes applicable thereto then obtainingcosts, but each party shall bear their own expenses, including attorney's fees.

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 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 to submit any A matter in dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such submitted for resolution by arbitration shall be conducted in Boston, Massachusetts arbitrated in accordance with the Commercial Arbitration Rules then existing commercial arbitration rules of the American Arbitration Association then pertaining and judgment upon the decision award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, subject to (a) through (h) below. (a) Upon the request of either party hereto, the arbitration shall be conducted under the expedited rules of the American Arbitration Association for commercial arbitrations. (b) In the case the disputing party determines, in good faith, that the amount of any matter in dispute is less than or equal to $100,000, the number of arbitrators with respect to such dispute shall be binding, final and conclusive on one (1) independent arbitrator appointed by the partiesAmerican Arbitration Association. In the event case the disputing party determines, in good faith, that the amount of any party hereto shall elect to submit any such matter in dispute to arbitration hereunderis greater than $100,000, the Seller and the Purchaser shall each appoint and pay all fees number 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 arbitrators shall be sent in writing three (3) independent arbitrators, with one appointed by each party to the otherhereto, and the arbitrators so appointed, two appointees selecting the third arbitrator in accordance with 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 arbitratorsaid Rules. If either the Seller or the Purchaser shall fail party hereto fails to appoint select an arbitrator, as aforesaid, for a period of arbitrator within ten (10) days after written notice of such failure from the other party to make such appointmentor the American Arbitration Association, then the arbitrator appointed by the party having made such appointment American Arbitration Association 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 such arbitrator. If such arbitrators fail the two appointees are unable to agree upon on the third arbitrator, then the American Arbitration Association shall select the same using the foregoing qualification. (c) The arbitration hearing shall be held in San ▇▇▇▇, Puerto Rico, at such date, time and place as established by the arbitrators and the proceedings shall be conducted in English. Witnesses whose native language is not English may give oral or written testimony in their native language, with appropriate translation into English. Documentary evidence in Spanish may be submitted, with appropriate translation into English. (d) The arbitrators shall have power to rule on their own competency and on the validity of this Agreement to make reference to arbitration. (e) Not later than fifteen (15) days after the conclusion of the arbitration hearing, but prior to the rendering of any arbitral decision and award, each party hereto may submit to the arbitrators a third arbitrator within forty written statement of such party's (i) understanding and view of the parties' respective positions on the dispute, and (ii) recommendation as to an appropriate resolution of the dispute and the reasons why it believes such resolution is appropriate. In reaching a decision on any dispute hereunder, the arbitrators may take into account such statement. (f) The arbitrators must render their arbitral decision and award and give a written opinion setting forth the basis of their decision, all not later than forty-five (45) days after the appointment conclusion of the second arbitrator, then such third arbitrator arbitration. (g) Each party hereto shall take or cause to be appointed by taken all reasonable action to facilitate 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 conduct of the third arbitrator arbitration and the expenses incident to rendering of the proceedings arbitral award at the earliest possible date. (h) The costs of the arbitration shall be borne and paid equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesparties hereto. (i) Any arbitration hereunder shall be confidential, and the fees of expert witnesses parties hereto, 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 their agents and the arbitrators shall be rendered within thirty (30) days after appointment not disclose to any non-party the subject of the third arbitrator. Such decision shall be in writing and in duplicatearbitration, one counterpart thereof to be delivered to any information about the Seller and one to arbitration or the Purchaser. A judgment substance of a court of competent jurisdiction the proceedings thereunder except as may be entered upon required by applicable Law, for insurance purposes, or as necessary to enforce this agreement to arbitrate or any award hereunder or in connection with a request for injunctive relief. Notwithstanding the award of foregoing, this Section 9.5(i) shall not prevent the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties hereto from disclosing to their Affiliates any information relating to an arbitration.

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 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. 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 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 obtainingeither 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: /▇▇▇.▇▇▇.▇▇▇/ http: /▇▇▇.▇▇▇▇▇▇▇.▇▇▇/

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 (a) All disputes arising under this Agreement shall be conducted settled by arbitration in Boston, Massachusetts in accordance with Massachusetts, before a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association then pertaining and provided, however, that notwithstanding such rules, the decision of the arbitrators with respect parties to such dispute shall arbitration may conduct discovery as to relevant books, records and other documents in connection therewith. Arbitration may be binding, final and conclusive on the parties. In the event commenced at any time by 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 giving written notice from the to each other party to make a dispute that such appointmentdispute has been referred to arbitration under this Section 23. (b) Within 10 business days after receipt of such notice, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator Lender and the two (2) so appointed shallBorrower shall designate in writing one arbitrator to resolve the dispute; provided, in that if the event of their failure to parties cannot agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third on an arbitrator within forty five (45) days after such 10-day period, the appointment of the second arbitrator, then such third arbitrator shall be appointed selected by the American Arbitration Association from its qualified panel Association. The arbitrator so designated shall not be an employee, consultant, officer, director, stockholder or an affiliate of arbitratorsany party hereto. (i) Within 15 business days after the designation of the arbitrator, the arbitrator, the Lender and the Borrower shall meet, at which time the Lender and the Borrower shall submit in writing all disputed issues and a proposed ruling on each such issue. (ii) The arbitrator shall set a date for a hearing, which shall be no later than 20 business days after the submission of written proposals pursuant to clause (ii), to discuss each of the issues identified by the Lender and the Borrower. Each such party shall have the right to be represented by counsel. The arbitration shall be governed by the rules of the American Arbitration Association; provided, that the arbitrator shall have sole discretion with regard to the admissibility of evidence. (iii) The arbitrator shall use his best efforts to rule on each disputed issue within 20 business days after the completion of the hearings described in clause (iii). The arbitrator shall rule in favor of the position of one party or the other in the matter, and shall be a person having at least ten (10) years’ recent professional experience as not "split" or compromise the position of the parties. The determination of the arbitrator to the subject matter in questionresolution of any dispute shall be binding and conclusive upon all parties hereto. The fees All rulings 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 parties hereto. (iv) The prevailing party in any arbitration shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration. The non-prevailing party shall pay such fees, together with the fees of the arbitrator and one to the Purchaser. A judgment costs and expenses of the arbitration. (v) Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding upon the parties. (c) To the extent that arbitration is not legally permitted, any party may commence a civil action in a court of competent appropriate jurisdiction may be entered upon to solve disputes hereunder. Nothing contained in this Section 24 shall prevent the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties from settling any dispute by mutual agreement at any time.

Arbitration. Any party hereto may elect The following provisions shall govern any arbitration pursuant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration this Agreement. (a) 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 partiesAssociation. In the event of any party hereto shall elect to submit any such dispute to arbitration hereunderconflict between the Rules and this Section, the Seller provisions of this Section shall govern. The Arbitration shall be conducted in [BUKWANG REDACTED]. (b) The Arbitration shall be heard by a panel of three arbitrators (each an “Arbitrator”). Triangle and the Purchaser Bukwang shall each appoint select one Arbitrator. Such Arbitrators shall be attorneys, licensed to practice law in the State of Georgia, actively engaged in the full-time practice of law for a period of no less than seven (7) years. Such Arbitrators shall not be affiliated, directly or indirectly, with the parties or the attorneys representing the parties in the Arbitration and pay all fees shall not have any prior involvement in the matter. In the event that either party fails within fifteen (15) days after the Dispute Date (i) to select an Arbitrator who, to its knowledge, meets the requirements set forth in this subsection (b) and (ii) to notify the other party of the selection, the other party will then have the right to select such Arbitrator. The third Arbitrator shall be selected by mutual agreement of the parties from a fit and impartial person as arbitrator with at least list of neutral arbitrators compiled by the American Arbitration Association for the parties. Such Arbitrator shall be an attorney, licensed to practice law in the State of Georgia, actively engaged in the full time practice of law for a period of no less than ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment The third Arbitrator shall be sent in writing by each not have any prior or current relationship, direct or indirect, with any party to this Agreement. If the other, and parties to the arbitrators so appointed, in the event of their failure Arbitration are unable to agree upon the third Arbitrator within thirty fifteen (3015) days after from the Dispute Date, the appointment of the second arbitrator upon third Arbitrator shall be made as expeditiously as possible and in compliance with this Section 19.2 by the matter so submitted, shall appoint a third arbitratortwo Arbitrators selected by the parties. If either those Arbitrators cannot agree on the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of third Arbitrator within ten (10) days after written notice from the other party to make such appointmentdays, 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 Arbitrator shall be appointed designated by the American Arbitration Association from its qualified or the appropriate designated representative thereof upon the written request of any party with simultaneous notice of such request to the other party to the Arbitration. The third Arbitrator shall preside over the panel of arbitratorsArbitrators and the Arbitration. (c) The Arbitrators shall apply the substantive laws of the [BUKWANG REDACTED] to the validity, construction and interpretation of this Agreement as is applicable to contracts made wholly performable within the state. (d) The Arbitration shall be a person having at least ten resolved no later than sixty (1060) years’ recent professional experience as days from the date of acceptance by the third Arbitrator of his or her appointment unless otherwise agreed to by the parties to the subject matter in questionArbitration. (e) Each party shall bear the expenses and costs of the Arbitrator selected by the party. The fees third Arbitrator shall be compensated for services rendered at the prevailing hourly rate of compensation and reimbursed for any expenses incurred in connection with rendering such services. The non-prevailing party shall bear the costs and expenses of compensation and reimbursement for 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. Arbitrator. (f) The decision of the arbitrators Arbitrators shall be rendered within thirty (30) days after appointment in writing and shall be final and binding and may be enforced at the request of either party to the Arbitration in the United States District Court for the Northern District of Georgia or any court of the third arbitratorState Georgia having competent jurisdiction. Such decision may not be appealed except upon a claim of bad faith or fraud by the Arbitrators. (g) This Article 19 shall not apply to issues relating to the validity, construction or effect of the Bukwang Patents. In the event that, in any Arbitration, any issue arises concerning the validity, construction or effect of any of the Bukwang Patents, the Arbitrators shall assume the validity of all claims as set forth in such Bukwang Patents. Matters, controversies or disputes concerning the Licensed Patents shall be resolved in writing and any court having jurisdiction thereof or in duplicate, one counterpart thereof any other manner mutually agreed to be delivered to 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 obtainingparties.

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 ▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇▇▇▇ 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 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. A. Any controversy or claim arising out of or relating to this Agreement or the breach or enforcement thereof shall be submitted to the decision of a board of arbitration ("Board") composed of two arbitrators and an umpire, who, unless the parties otherwise agree, shall meet in New York City, New York. The laws of the State of New York shall govern the interpretation and application of this Agreement and the enforcement of the arbitration award. B. The members of the Board shall be active or retired disinterested officials of insurance or insurance management companies or Underwriters at Lloyd's, London, other than the parties of their affiliates. Each party hereto may elect to submit any dispute hereunder that has shall appoint its arbitrator, and the two arbitrators shall choose an amount in controversy in excess of $250,000 to arbitration hereunderumpire before instituting the hearing. Any such The arbitration shall be conducted in Bostoninstituted by the claimant serving a notice upon the respondent setting forth the nature of the dispute and the name, Massachusetts address and current (or last, if retired) employment position of the arbitrator appointed by the claimant. The respondent shall appoint its arbitrator within twenty (20) days after service of claimant's notice and shall, within such time, similarly notify claimant of the name, address and current (or last, if retired) employment position of the respondent's arbitrator. If the respondent fails to appoint its arbitrator within such twenty (20) day period, the claimant shall also appoint the second arbitrator within ten (10) days after the expiration of the twenty (20) days for respondent to appoint its arbitrator. If the two arbitrators fail to agree upon the appointment of an umpire at the end of twenty (20) days following the last date of the appointment of the arbitrators, then the umpire shall be appointed by the American Arbitration Association (or its successor). C. The claimant shall submit its initial statement within twenty (20) days from appointment of the umpire. The respondent shall submit its responsive statement within twenty (20) days after receipt of the claims statement, and the claimant may submit a reply statement within ten (10) days after receipt of the responsive statement. No other statement shall be submitted by either party. Copies of all statements shall be sent to the parties, the arbitrators and the umpire. D. The Board shall consider this Agreement an honorable engagement rather than merely a legal obligation and shall make its decision with regard to the custom and usage of the insurance and reinsurance business and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining (or its successor). The Board shall issue its decision in writing upon evidence introduced at a hearing or by other means of submitting evidence in which strict rules of evidence need not be followed, but in which cross examination and the decision of the arbitrators with respect to such dispute rebuttal shall be binding, final and conclusive on the partiesallowed if requested. In the event any party hereto Any hearing 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 commence within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedclaimant's reply statement, or of respondent's statement if claimant does not submit a reply statement. The Board 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 its 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 following the appointment termination of the second arbitrator, then such third arbitrator shall be appointed by hearings unless 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 parties consent to the subject matter in questionan extension. 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 majority decision of the arbitrators Board 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 binding upon all parties to the Seller and one to the Purchaserproceeding. A judgment of a court of competent jurisdiction Judgment may be entered upon confirming the award of the arbitrators Board in accordance with any court having jurisdiction thereof. E. Each party shall bear the rules expense of its own arbitrator and statutes applicable thereto then obtainingshall jointly and equally bear the expense of the umpire. The remaining costs of the arbitration proceedings shall be allocated by the Board. F. In the event of subsequent actions or proceedings to confirm the award or to enforce the judgment thereon or any other rights flowing therefrom, the prevailing party shall be entitled to recover its reasonable attorney's fees. G. Any suit, action, or other proceeding by or against either party to this Agreement, including any proceeding to compel arbitration, to confirm the arbitration award, or to enforce any remedy available to either party may be brought in the Supreme Court of the State of New York, County of New York, or in the United States District Court for the Southern District of New York, and each of the parties hereto submits and consents to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action or proceeding. The parties consent that process in any action or proceeding may be served by registered or certified mail, which service shall be sufficient to confer in personam jurisdiction over the party served.

Arbitration. Any party hereto may elect A. In the event of a dispute between Owner and Operator with respect to submit any issue of fact specifically mentioned herein as a matter to be decided by arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted determined by arbitration as provided in Boston, Massachusetts this Section 19.11. B. Disputes shall be 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. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller . C. Owner and the Purchaser Operator 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 Days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Owner or the Purchaser Operator shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days 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 Days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days 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 Owner and the PurchaserOperator, 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. . D. The decision of the arbitrators shall be rendered within thirty (30) days 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 Owner and one to the PurchaserOperator. 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) All disputes between the parties with respect to submit any dispute hereunder that has an amount in controversy in excess the terms or conditions of $250,000 to arbitration hereunder. Any such arbitration this Agreement shall be exclusively resolved by and through an arbitration proceeding to be conducted in Boston, Massachusetts in accordance with under the Commercial Arbitration Rules auspices of the American Arbitration Association then pertaining and (the decision of "AAA") in Chicago, Illinois pursuant to the arbitrators with respect to such dispute AAA's Commercial Arbitration Rules (the "Arbitration"). Such Arbitration shall be binding, final and conclusive on the partiesconducted in as expedited a manner as is then permitted by such rules. In the event any party hereto shall elect to submit The Arbitrators in any such dispute to arbitration hereunder, the Seller and the Purchaser Arbitration shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience be persons who are expert in the general subject matter of the dispute. Notice Both the foregoing agreement of the parties to arbitrate any and all such appointment shall be sent in writing by each party to the otherclaims, and the arbitrators so appointedresults, in determination, finding, judgment and/or award rendered through such Arbitration shall be final and binding on the event parties thereto and may be specifically enforced by legal proceedings. (b) The Corporation shall appoint one (1) Arbitrator and Indemnitee shall appoint one (1) Arbitrator within the period of their failure to agree within thirty (30) calendar days after commencing on the appointment date of any claim hereunder, and the second arbitrator upon the matter two Arbitrators so submitted, appointed shall appoint a third arbitratorArbitrator within the period thirty (30) calendar days commencing on the date on which the last of the two Arbitrators has been selected. If either the Seller Corporation or Indemnitee fails to select its respective Arbitrator, or in the event that the two Arbitrators chosen by the Corporation and the Indemnitee are unable or unwilling to select a third Arbitrator within fourteen (14) calendar days following the selection of the last of them, then the AAA shall select the Arbitrator that was not selected by the Corporation, Indemnitee or the Purchaser shall fail to appoint an arbitratorfirst two Arbitrators, as aforesaidthe case may be, and the three Arbitrators shall constitute the arbitration panel for a period purposes of the dispute. (c) The Corporation shall bear all costs in connection with such Arbitration including, without limitation, costs of the attorneys, witnesses and experts; provided, however, that, with respect to any claim subject to this -------- ------- Section 11 which is brought by Indemnitee, Indemnitee shall be required to repay to the Corporation his/her respective share of such costs if the arbitration panel shall have concluded that such claim is frivolous in nature. The parties hereto acknowledge and agree that time is of the essence in this Arbitration proceeding, and the Arbitrators shall be instructed and required to render their decision within ten (10) calendar 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 following completion of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, Arbitration. (d) Any and shall be a person having at least ten legal proceedings to enforce this Agreement (10) years’ recent professional experience as except for any action to the subject matter in question. The fees of the third arbitrator and the expenses incident compel arbitration hereunder or any action 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 partiesenforce any award or judgment rendered thereby), 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 governed in accordance with this Section 11. (e) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 11 that the rules procedures and statutes applicable thereto then obtainingpresumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement.

Arbitration. 11.1 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 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) from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesCompany within fifteen (15) days after delivery of the Request for Arbitration. The Stockholder(s) will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event any party hereto the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Stockholder within such fifteen-day time period, then the Stockholder shall elect appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Stockholder fails 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 Company, the Seller and Company 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 private equity and securities law matters. 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 thereafterfollowing such completion. The parties may agree to extend the time limits specified in the foregoing sentence. 11.2 The arbitrator will apply the substantive law (and the law of remedies, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45if applicable) days after the appointment of the second State of Delaware without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator, then such third arbitrator ’s award by any court. The arbitrator’s award shall be appointed by the American Arbitration Association from its qualified panel of arbitratorsfinal and binding, and shall judgment on the award may be a person having at least ten (10) years’ recent professional experience as to the subject matter entered 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 any court of competent jurisdiction, including the courts of ▇▇▇▇ County, Illinois. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 11.1 OF THIS AGREEMENT. 11.3 The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be entered upon required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, however, that nothing herein shall prevent a party from disclosing information regarding the award arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration.

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 may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration arising between the Member or between the Company and a Member shall be resolved through a binding arbitration proceeding (an “Arbitration Proceeding”) conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and with expedited procedures in effect on the decision of date thereof. The arbitrator shall have authority to award reasonable attorney’s fees for costs for any party to the arbitrators with respect to such dispute arbitration. The arbitration hearing shall be bindingconducted in Chicago, final IL. 24.1.1 The Member desiring arbitration shall provide written notice to the other Member (the “Arbitration Notice”) indicating (i) the matter in controversy and conclusive on (ii) the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereundername, the Seller contact information and the Purchaser shall each appoint and pay all fees professional resume of a fit and impartial person as arbitrator with at least Qualified Arbitrator (“Initial Arbitrator”) to arbitrate such matter in controversy. The Member receiving the Arbitration Notice shall deliver to the other Member, within ten (10) years’ recent days of the receipt of the Arbitration Notice, written notice (“Second Arbitrator Notice”) of the name, contact information and professional experience resume of a second Qualified Arbitrator (“Second Arbitrator”) to arbitrate the matter in controversy set forth in the general subject matter of the disputeArbitration Notice. Notice of such appointment shall be sent in writing by each party to the other, The Initial Arbitrator and the arbitrators so appointedSecond Arbitrator shall, 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 delivery of the Second Arbitrator Notice, agree, upon a Qualified Arbitrator (“Third Arbitrator”) and shall deliver written notice from of the name, contact information and professional resume of the Third Arbitrator to each Member simultaneously. 24.1.2 In the event the Initial Arbitrator and the Second Arbitrator cannot agree on the Third Arbitrator or if such Arbitrator is unwilling to act as the Third Arbitrator, then any Member may petition the AAA (or any successor body of similar function agreed upon by the Members) to appoint a Qualified Arbitrator to act as the Third Arbitrator within five (5) days of such petition. 24.1.3 The Arbitration Proceedings shall commence ten (10) Business Days after the engagement or appointment of the third Arbitrator pursuant to this Section 24. Such Arbitration Proceedings shall be conducted in one (1) day until completion, each party shall have no more than a total of four (4) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party and the arbitrators shall make a determination within ten (10) Business Days after conclusion of the Arbitration Proceeding. 24.1.4 Each Member shall sign all documents and do all other things necessary to make submit any such appointmentmatter to arbitration and agree to, then the arbitrator appointed and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the party having made such appointment shall appoint a second arbitrator decision rendered thereunder. 24.1.5 The costs and expenses of an Arbitration Proceeding and the arbitrators shall be shared equally by the Members, provided, however, each Member shall pay its own counsel and other professional fees and expenses with respect to such Arbitration Proceeding. 24.1.6 The final decision and award in which any 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 arbitrators agree shall be appointed by in writing, shall be binding on the American Arbitration Association from its qualified panel of arbitrators, Members and shall be nonappealable, and counterpart copies thereof shall be delivered to the Members. A judgment or order based upon such award may be entered in any court of competent jurisdiction. All actions necessary to implement the decision of the arbitrators shall be undertaken as soon as possible, but in no event later than five (5) Business Days after the rendering of such decision. 24.1.7 For purposes of this Section 24, a person “Qualified Arbitrator” shall mean an individual (i) having at least ten (10) years’ recent years of professional experience as to the with matters like that which is subject matter in question. The fees of the third arbitrator and the expenses incident dispute being submitted 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, and (ii) is neutral and shall have had no prior notice, information or discussions concerning the fees of expert witnesses and other witnesses called dispute and, at such time or for by the partiesprevious ten (10) years, shall be paid not have been employed by the respective party engaging such counsel or calling associated with or engaging such witnesses. The decision agent of the arbitrators shall be rendered within thirty (30) days after appointment any Member or any Affiliate 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 either 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 obtainingthem.

Arbitration. Any party hereto may elect A. In the event of a dispute between Lessee and Manager with respect to submit any issue which is specifically described in this Agreement as a matter to be decided by arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted determined by arbitration as provided in Boston, Massachusetts this Section 11.21. B. Disputes shall be 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. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller . C. Lessee and the Purchaser Manager shall each appoint and pay all fees of a fit and impartial person as arbitrator with who shall have had 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 upon the resolution of the dispute within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedarbitrator, shall appoint a third arbitrator. If either the Seller Lessee or the Purchaser Manager 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 arbitrator. The two (2) arbitrators so appointed shall, in the event of their failure to agree upon any decision resolution of the dispute 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 Lessee and the PurchaserManager, 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. . D. 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 Lessee and one to the PurchaserManager. 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 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 1. A grievance that is not resolved at Step Three may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 be submitted to arbitration hereunderby the Union, provided that written notice of intent to arbitrate is received by the Associate Vice President for Academic Personnel within 15 business days following receipt by the Union of the Step Three answer. Any such arbitration Such notice shall be conducted in Bostonidentify the grievance, Massachusetts in accordance with set forth the Commercial Arbitration Rules provisions of the Agreement involved and the remedy desired. 2. Following the written notice to the Associate Vice President for Academic Personnel, the Employer and the Union shall attempt to select an arbitrator. If an arbitrator is not selected within five business days of the written notice, the Union, within the next 10 business days only, may request the Federal Mediation and Conciliation Service or the American Arbitration Association then pertaining and (AAA) to administer the decision process of selecting an arbitrator. The arbitrator shall not be an employee of the arbitrators with respect Employer or of the Union, nor be a member of the American Federation of Teachers (AFT). 3. Either the Employer or the Union or both shall notify the Arbitrator of selection and upon acceptance shall forward to such dispute shall be binding, final and conclusive on the parties. In Arbitrator a copy of the event any party hereto shall elect to submit any such dispute to arbitration hereundergrievance, the Seller Employer's answer at Step Three, the Union notice of intent to arbitrate 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 copy of the disputeAgreement. Notice A copy of such appointment this communication (except the copy of the Agreement) shall be sent in writing by each party to either the Employer or the Union, as the case may be. If the Arbitrator does not accept selection, the selection process shall be repeated until an arbitrator has accepted selection. 4. Upon receipt of this communication, the Arbitrator shall fix the time and place for hearing the issue or issues submitted for decision. 5. At the time of the arbitration hearing, both the Employer and the Union shall have the right to examine and cross-examine witnesses. 6. Upon request of either the Employer or the Union or both, a transcript of the hearing shall be made and furnished to the otherArbitrator with the Employer and the Union having an opportunity to purchase their own copies. The party requesting the transcript shall bear the cost of the Arbitrator's copy, unless it is mutually requested. In such a case, the cost shall be shared equally. 7. At the close of the hearing, the Arbitrator shall afford the Employer and the Union a reasonable opportunity to furnish briefs if either party requests the opportunity. 8. The jurisdictional authority of the Arbitrator is defined as, and limited to, the determination of any grievance as defined in Section A submitted to him/her consistent with this Agreement and considered by him/her in accordance with this Agreement. 9. The standard of evidence in misconduct cases shall be the civil standard of a preponderance of the evidence. 10. The Arbitrator shall not have any authority to add to, subtract from, or otherwise modify any of the terms, clauses, or provisions of this Agreement. 11. The fees and expenses of the Arbitrator shall be split between the Employer and the Union. The expenses of, and the arbitrators so appointedcompensation for, 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 each and every witness and representative for either the Seller Employer 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, Union shall be paid by the respective party engaging such counsel producing the witness or calling or engaging such witnesseshaving the representative. 12. The Arbitrator shall render 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 duplicatewithin 30 calendar days following the hearing. 13. The Arbitrator's decision, 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 when made in accordance with the rules Arbitrator's jurisdiction and statutes applicable thereto then obtainingauthority established by this Agreement, shall be final and binding upon the Employer, the Union, and the Employee or Employees involved. 14. The provisions of this Section do not prohibit the Employer and the Union from mutually agreeing to expedite arbitration of a given grievance or grievances.

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 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. 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 may elect a. The parties shall have fourteen (14) calendar days to submit mutually agree upon an arbitrator after the referral to arbitration. If no agreement is reached, then the parties shall request the Oregon State Conciliation Service for a list of seven (7) qualified arbitrators. The representatives from the Board and Association shall determine by lot the order of elimination and thereafter shall alternately strike one name from the list until only one name remains. The seventh and remaining name shall become the arbitrator. b. If any question arises as to whether a particular dispute hereunder involves the misinterpretation or violation or misapplication of any of the provisions of this Agreement, such questions will first be ruled upon by the arbitrator selected to hear the dispute. The arbitrator shall first hear the arbitrability question, then the merits of the case at the same hearing. If they decide that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the issue is not arbitrable, then no ruling on the merits shall be issued. Except as otherwise expressly provided in this Agreement, the arbitration will be conducted in Boston, Massachusetts in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association in effect at the time (hereinafter referred to as the “AAA Rules”). c. The arbitrator so selected will confer with the representatives of the District and the Association and hold hearings promptly and will issue their decision not later than thirty (30) calendar days from the date of the close of the hearings, or if oral hearings have been waived, then pertaining from the date the final statements and proofs are submitted to them. The arbitrator’s decision will be in writing and will set forth findings of fact, reasoning, and conclusion on the issues submitted. The arbitrator will be without power or authority to make any decision that is violative of the terms of this Agreement. The arbitrator shall have no authority to alter, modify, vacate or amend any term of this Agreement. The decision of the arbitrator will be submitted to the Board and the Association and will be final and binding upon the parties. The costs for the services of the arbitrator, including per diem expenses, if any, will be borne equally by the Board and the Association. All other costs will be borne by the party incurring them. The names of any witnesses who will be used in arbitration must be made known to the other party seventy-two (72) hours prior to the first arbitration session. d. Pending the processing of the grievance and the decision of the arbitrators with respect to such dispute arbitrator, there shall be bindingno strike, final and conclusive on work stoppage, slowdown, or other interference with work by the partiesAssociation or by any of its employee members that will interfere with the work of the District, nor shall there be a lockout of employees by the Board or its agents during the term of this Agreement. e. The provisions of this section shall not be interpreted to require that the Association process any grievance through the grievance or arbitration procedure which it believes, in good faith, lacks merit. E. In instances where an alleged contract violation affects a clearly defined class of bargaining unit members in a single department, the Association will submit the grievance in writing to the appropriate Service Area director commencing at Step 2. If, in the mutual judgment of F. There shall be no reprisals by either of the parties against employees, supervisors, or Board members by reason of any participation in the grievance procedure. G. For purposes of processing a grievance, break periods of 5 working days or more will be excluded from timelines for those employees who do not work during those breaks. H. In the event any party hereto shall elect to submit any a grievance is filed at such dispute to arbitration hereundertime as it cannot be processed through all the steps of this grievance procedure by the end of the employee’s school year, the Seller time limits set forth herein may, with the consent of the District, be reduced so that the grievance procedure may be exhausted prior to the end of the school year or as soon thereafter as it is practicable. I. All documents, communications, and records of a grievance will be filed separately from J. Employee discipline 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 charges which resulted in the general subject matter of the dispute. Notice of such appointment discipline shall be sent in writing by each party to considered stale after 60 months, so long as no other discipline for the other, and the arbitrators so appointed, in the event same type 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 Purchaserconduct occurs. A judgment of a court of competent jurisdiction stale document may not be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingused for any purpose to support progressive discipline, non-extension, or dismissal.

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 (a) With the exception only of any proceeding seeking interim or provisional relief in order to protect the rights or property of a Party which a Party may elect to submit any dispute hereunder that has an amount pursue in controversy court, all claims or disputes arising out of or relating to this Agreement, not amicably resolved between the Parties shall be determined by binding arbitration upon demand by a Party. Such arbitration shall be administered by the American Arbitration Association (“AAA”) utilizing its Commercial Arbitration Rules in excess effect as of $250,000 to the date the arbitration hereunderis commenced. Any such The arbitration shall be conducted in Bostonbefore a single arbitrator, Massachusetts in accordance if the Parties can agree on the one arbitrator. If the Parties cannot agree on a single arbitrator, there shall be a panel of three arbitrators with the Commercial Arbitration Rules of the American Arbitration Association then pertaining one chosen by each Member and the decision of third arbitrator selected by the arbitrators with respect two Members-appointed arbitrators. If a Party fails 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 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 by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after following a written request by another Party to do so or if the appointment of the second arbitrator two party-appointed arbitrators fail to agree upon the matter so submitted, shall appoint selection of a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaidapplicable, 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 thereafterfollowing their appointment, 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 additional arbitrator shall be appointed selected by the American Arbitration Association from AAA pursuant to its qualified panel applicable procedures. Each arbitrator shall be disinterested and have at least twenty (20) years of arbitratorsexperience with commercial matters. The arbitrator(s) shall have the power to award any appropriate remedy consistent with the objectives of the arbitration and subject to, and shall be a person having at least ten (10) years’ recent professional experience as consistent with, all Laws applicable to the subject matter in question. The fees Company, its Subsidiaries and any Joint Venture (including, for the avoidance of doubt, the third arbitrator and necessity of obtaining any requisite authorization, approval or consent of any Governmental Body necessary to implement 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 witnessesappropriate remedy). The decision of the one arbitrator or, if applicable, the majority of the three arbitrators shall be rendered within thirty final and binding upon the Parties (30) days after appointment of the third arbitratorsubject only to limited review as required by applicable Law). 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 Judgment upon the award of the arbitrators arbitrator(s) may be entered in accordance any court of competent jurisdiction or otherwise enforced in any jurisdiction in any manner provided by applicable Law. The losing Party shall pay the prevailing Party’s attorney’s fees and costs and the costs associated with the arbitration, including expert fees and costs and the arbitrators’ fees and costs; (b) All discussions, negotiations and proceedings under this Section 13.13, and all evidence given or discovered pursuant hereto, will be maintained in strict confidence by all Parties, except where disclosure is required by applicable Law, necessary to comply with any legal requirements of such Party or necessary or advisable in order for a Party to assert any legal rights or remedies, including the filing of a complaint with a court or, based on the advice of counsel, such disclosure is determined to be necessary or advisable under applicable securities Laws or the rules of any stock exchange on which any of such Party’s securities are traded. Disclosure of the existence of any arbitration or of any award rendered therein may be made as part of any action in court for interim or provisional relief or to confirm or enforce such award. (c) Any settlement discussions occurring and statutes applicable thereto then obtainingnegotiating positions taken by any Party in connection with the procedures under this Section 13.13 will be subject to Rule 408 of the Federal Rules of Civil Procedure and shall not be admissible as evidence in any proceeding relating to the subject matter of this Agreement. (d) The fact that the dispute resolution procedure specified in this Section 13.13 has been or may be invoked will not excuse any Party from performing its obligations under this Agreement, and during the pendency of any such procedure, all Parties must continue to perform their respective obligations in good faith.

Arbitration. (a) Any party hereto may elect disputes or differences between the parties arising out of this Agreement which the parties are unable to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration resolve themselves shall be conducted in Boston, Massachusetts submitted to and resolved by arbitration as herein provided. Within ten (10) Business Days after commencement of arbitration in accordance with the Commercial Arbitration Rules rules then obtaining of the American Arbitration Association then pertaining and the decision Association, any of the arbitrators parties hereto in dispute may request the American Arbitration Association to designate one arbitrator, who shall be a retired or former judge of any appellate court of the State of California, any United States appellate court or the United States District Court for any California District who is, in any such case, not affiliated with respect any party in interest to such dispute shall be binding, final arbitration 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 who has substantial professional experience in with regard to corporate legal matters. (b) The arbitrator shall consider the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the otherdispute at issue at Los Angeles, and the arbitrators so appointed, in the event of their failure to agree California at a mutually agreed upon time within thirty (30) days after (or such longer period as may be acceptable to the appointment parties hereto in dispute) of the second arbitrator upon designation of 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 The arbitration proceeding 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 held in accordance with the rules for commercial arbitration of the American Arbitration Association in effect on the date of commencement of such arbitration and statutes applicable shall include an opportunity for the parties to conduct discovery in advance of the proceeding. Notwithstanding the foregoing, the parties hereto agree that they will attempt, and they intend that they and the arbitrator should use their best efforts in that attempt, to conclude the arbitration proceeding and have a final decision from the arbitrator within ninety (90) days from the date of selection of the arbitrator; provided, however, that the arbitrator shall be entitled to extend such ninety (90) day period one or more times to the extent necessary for such arbitrator to place a dollar value on any claim that may be unliquidated. The arbitrator shall promptly deliver a decision with respect to the dispute to each of the parties, who shall promptly act in accordance therewith. Each party to such arbitration agrees that any decision of the arbitrator shall be final, conclusive and binding and that they will not contest any action by any other party thereto then obtainingin accordance with a decision of the arbitrator. It is specifically understood and agreed that any party may enforce any award rendered pursuant to the arbitration provisions of this Section 13.13 by bringing suit in any court of competent jurisdiction. The parties hereto agree that the arbitrator shall have authority to grant injunctive or other forms of equitable relief to any party that prevails in any such arbitration. (c) All costs and expenses attributable to the arbitrator shall be allocated among the parties to the arbitration in such manner as the arbitrator shall determine to be appropriate under the circumstances.

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 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 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 Dispute that has not be resolved within the time period provided for in Section 11.12(b) shall be resolved by a panel of three Arbitrators. The Dispute Notice shall automatically serve as a written notice of a request to submit any dispute hereunder that the Dispute for arbitration if there has an amount in controversy in excess not been a resolution of $250,000 the Dispute by the Action Date, and the Parties agree to arbitration hereunder. Any such arbitration submit the Dispute to a panel of three Arbitrators who shall be conducted in Bostonappointed within 30 days of the Action Date (the "Submission Period"). During the Submission Period, Massachusetts the Parties shall appoint the Arbitrators in accordance with the Commercial Arbitration Rules (then in effect) of the American Arbitration Association then pertaining and Authority ("AAA"), as modified below. No punitive damages (or any other amount awarded for the decision purpose of imposing a penalty) will be awarded for a breach of this Agreement. (i) During the Submission Period, the Parties may submit a request for discovery to the Arbitrators, who shall determine whether the scope of the arbitrators requested discovery is appropriate or useful for the resolution of the Dispute and order the discovery in their discretion; provided that such discovery process shall be concluded not later than 30 days following the submission date (the "Discovery Close Date"). (ii) The arbitration hearing shall be fixed by the Arbitrators to be not sooner than 20 days nor later than 45 days after the Discovery Close Date (the "Hearing Date"). The hearing shall be located at a neutral site as mutually agreed by the Parties, or if the Parties cannot so agree, then the location of the arbitration shall be Boston, Massachusetts, if NACEPF is a party, or Denver, Colorado if NACEPF is not a party. The Federal Rules of Evidence shall apply to the arbitration hearing. The party bringing a particular claim or asserting an affirmative defense will have the burden of proof with respect thereto. Each party shall bear the burden of persuasion with respect to such dispute its proposal for resolution of the matter. The arbitration proceedings and all testimony, filings, documents and information relating to or presented during the arbitration proceedings shall be bindingdeemed to be information subject to the confidentiality provisions of this Agreement. The Arbitrators will have no power or authority, final and conclusive on pursuant to the parties. In rules of the event AAA or otherwise, to relieve the Parties from their agreement hereunder to arbitrate or otherwise to amend or disregard any provision of this Agreement, including without limitation the provisions of this Section. (iii) Each party hereto shall elect be permitted to submit any a pre-hearing brief not to exceed 25 pages and such dispute technical supporting material as is necessary or useful, to be submitted to the Arbitrators and the other party not later than 5 days before the Hearing Date, and each party may issue a response thereto not later than 2 days before the Hearing Date. Following the arbitration hereunderhearing, each party shall be permitted to submit a post-hearing brief not to exceed 25 pages within 5 days following the Hearing Date and a reply brief within 2 days thereafter (the "Pleading Close Date"). Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section, the Seller Arbitrator shall be replaced pursuant to the rules of the AAA. If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with this Section 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 rules 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 AAA. (30iv) Within fifteen (15) days after the appointment Pleading Close Date, the Arbitrators will prepare and distribute to the Parties a writing setting forth the Arbitration Panel's reasons for the its determination. The findings and conclusions and the award, if any, shall be deemed to be confidential information of the second arbitrator Parties. Neither party may disclose such information to any third party other than their professional advisors or as required by law or regulations, except in connection with an action to enforce the award. (v) The Arbitrators are instructed to schedule promptly all discovery and other procedural steps and otherwise to assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. The Arbitrators are authorized to issue monetary sanctions against either party if, upon a showing of good cause, such party is unreasonably delaying the proceeding. (vi) Any award rendered by the Arbitrators will be final, conclusive, and binding upon the matter so submittedParties and any judgment thereon may be entered and enforced in any court of competent jurisdiction. (vii) The non-prevailing party to an arbitration shall pay its own expenses, shall appoint a third arbitrator. If either the Seller or fees of each Arbitrator, the Purchaser shall fail to appoint an arbitratoradministrative fee of the AAA, as aforesaidand the expenses, for a period of ten (10) days after written notice from including without limitation, reasonable attorneys' fees and costs, and expert and witness fees and costs, incurred by the other party to make such appointmentthe arbitration. In the case of a decision which partially favors each party, 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 as determined by the respective Arbitrators. In connection with any judicial proceeding to compel arbitration pursuant to this Agreement or to confirm, vacate or enforce any award rendered by the Arbitrators, the prevailing party engaging in such counsel or calling or engaging such witnesses. The decision of the arbitrators a proceeding shall be rendered within thirty entitled to recover reasonable attorney's fees and expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled. (30viii) days after appointment Notwithstanding anything to the contrary, neither party shall have any obligation to arbitrate claims for injunctive relief, specific performance, or other equitable relief or for the use or unauthorized disclosure of the third arbitrator. Such decision confidential information, as to which either party shall be entitled to seek and obtain relief exclusively from the state or federal courts sitting in writing Boston, Massachusetts, where NACEPF is a party, and otherwise in duplicateDenver, one counterpart thereof to be delivered Colorado, and each party hereby irrevocably submits to the Seller jurisdiction of any such court; provided that, any and one all claims for damages shall remain subject 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.

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 to submit dispute that cannot be resolved by management negotiations as set forth in Section 13.2 above shall be resolved through binding arbitration (i) in the case of a dispute regarding any dispute hereunder that has engineering or non-legal technical matter, by an amount arbitrator who is a currently employed or retired executive in controversy the electric industry with at least five years’ experience in excess of $250,000 to arbitration hereunder. Any high voltage transmission and preferably with experience in such transmission in the California market and (ii) otherwise by an arbitrator who is a retired judge or justice, in each case from an American Arbitration Association panel, with such arbitration shall be conducted in Boston, Massachusetts administered by and in accordance with American Arbitration Association Commercial Arbitration Rules. (a) The Parties shall cooperate in good faith with one another in selecting the arbitrator within sixty (60) calendar days after Notice of the demand for arbitration. Absent mutual agreement on a different method of selecting an arbitrator within fifteen (15) calendar days after a demand for arbitration, the Parties shall request a list of potential arbitrators having the minimum qualifications set forth in this Section 13.3 from the Commercial Arbitration Rules Roster of the American Arbitration Association Association. Each Party shall then pertaining strike the potential arbitrators unacceptable to it, and the decision Parties shall exchange lists of the strikes until either (i) they have selected a single eligible and available arbitrator by mutual agreement, or (ii) they have selected a list of not more than five arbitrators with respect acceptable to such dispute shall be binding, final and conclusive on the partieseach Party. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderlatter case, the Seller Parties (if unable to agree on a single arbitrator) shall provide the list of five arbitrators to the American Arbitration Association and request the Purchaser American Arbitration Association to select the arbitrator. Any arbitrator shall each appoint have no affiliation with, financial or other interest in, or prior employment with either Party and pay all fees shall have a minimum of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional years of experience in the general subject matter field of the dispute. Notice of such appointment . (b) The arbitrator’s award shall be sent in writing by each party made within nine (9) months of the filing of the notice of intention to the otherarbitrate (demand), and the arbitrators so appointedarbitrator shall agree to comply with this schedule before accepting appointment. However, in the event this time limit may be extended for one period of their failure up to agree within thirty (30) calendar days after the appointment by agreement of the second arbitrator upon Parties or by the matter so submittedarbitrator, shall appoint a third if necessary. (c) The prevailing Party in this dispute resolution process is entitled to recover its costs, including reasonable attorneys’ fees, as determined by the arbitrator. If either Until such award is made, however, the Seller Parties shall share equally in paying the costs of the arbitration. (d) The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period completion of ten (10) days after written notice from the other party to make such appointment, then discovery if the arbitrator appointed by concludes that there is no material issue of fact pending before the party having made such appointment shall appoint a second arbitrator arbitrator. (e) The existence, content, and the two (2) so appointed shall, in the event results 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 arbitration hereunder 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 confidential information subject to the subject matter in question. The fees provisions 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 obtainingArticle XV.

Arbitration. (a) Any party hereto may elect to submit dispute, controversy or difference arising out of or in connection with this Agreement or any dispute transaction 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 finally settled under the Commercial International Arbitration Rules of the American Arbitration Association then pertaining and in effect (the decision of the arbitrators with respect to such dispute “Rules”) by three arbitrators. One arbitrator 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 chosen by each of Seller and Buyer (or, if a party fails to make a choice, by 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 American Arbitration Association on behalf of such appointment shall be sent in writing by each party to the otherparty), and the two arbitrators so appointedchosen shall mutually agree on the selection of the third arbitrator; provided, however, that in the no event may a person be appointed as an arbitrator if such person is, or has at any time been, affiliated or employed by Seller, Buyer or any of their failure to agree within thirty respective Affiliates. The arbitrator’s award shall be final and binding on the Parties. The arbitration shall be conducted in English and shall take place in Dallas, Texas, U.S.A. (30b) days after Once the appointment of the second arbitrator upon the matter so submittedarbitrators have been selected, a hearing date 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 be set within forty five (45) days after thereafter. Written submittals shall be presented and exchanged by the appointment Parties fifteen (15) days before the hearing date, including reports prepared by experts upon whom any Party intends to rely. At such time the Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the second arbitrator, then such third arbitrator witnesses whom they intend to call to testify at the hearing. Each Party shall be appointed also make its respective experts available for deposition by the American Arbitration Association from its qualified panel other Parties prior to the hearing date. The arbitrators shall make their award as promptly as practical after conclusion of arbitratorsthe hearing. The arbitrators shall not be bound by any rules of evidence or civil procedure, but rather may consider such writings and oral presentations as reasonable businessmen would use in the conduct of their day-to-day affairs, and may require the Parties to submit some or all of their presentation orally or in written form as the arbitrators may deem appropriate. It is the intention of the Parties to limit live testimony and cross examination to the extent necessary to insure a fair hearing to the Parties on the matters submitted to arbitration, and to provide neither Party more than two complete business days to present its position. The Parties have included the foregoing provisions limiting the scope and extent of the arbitration with the intention of providing for prompt, economic and fair resolution of any dispute submitted to arbitration. (c) The arbitrators shall have the discretion to award the costs of arbitration, arbitrators’ fees and the respective attorneys’ fees of each Party between the Parties as they see fit. Judgment upon the award entered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators shall make their award in accordance with applicable Law and based on the evidence presented by the Parties, and at the request of any Party at the start of the arbitration shall include in their award findings of fact and conclusions of Law. The arbitrators shall have the power to award relief both in law and equity, which would be available in a person court having at least ten (10) years’ recent professional experience as to jurisdiction over the Parties and over the subject matter in question. The fees of the third arbitrator dispute. Such powers shall include the power to grant injunctions and the expenses incident require specific performance. (d) Any such dispute, controversy or difference settled in arbitration shall be subject to the proceedings shall statute of limitations which would be borne equally between applicable to an action at law unless a longer survival period is expressly provided for herein. (e) Notwithstanding the Seller and the Purchaserprocedures contained in this Section 11.12, 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 either Party may apply to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon (a) to enforce the agreement to arbitrate a Dispute, (b) to seek injunctive relief so as to maintain the status quo until the arbitration award is rendered or the Dispute is otherwise resolved, (c) to avoid the expiration of any applicable limitation period, (d) to preserve a superior position with respect to other creditors, (e) to protect its Confidential Information or Intellectual Property, or (f) to enforce an arbitration award. In any such proceeding, the arbitrators in accordance with Parties agree to accept service of process by mail at the rules and statutes applicable thereto then obtainingaddresses herein provided for notice.

Arbitration. (i) Any party hereto may elect to submit any dispute hereunder that has an amount matter referred to in controversy in excess of $250,000 Section 11.11(a) to arbitration hereunderby notifying the other party, in writing, of such dispute. Any Within 30 days after receipt of such notice, the parties shall designate in writing one arbitrator to resolve the dispute; provided, that if the parties cannot agree on an arbitrator within such 30-day period, the arbitrator shall be selected by the Boston, Massachusetts, Office of the American Arbitration Association. The arbitrator shall be a retired federal or state judge, and shall not be an Affiliate, Representative, employee, consultant, officer, director or stockholder of any party hereto. If neither the parties nor the Boston, Massachusetts, Office of the American Arbitration Association is able to identify an individual to serve as the arbitrator, the Boston, Massachusetts, Office of the American Arbitration Association shall select an arbitrator from the CPC Panel of Distinguished Neutrals of the CPR Institute for Dispute Resolution. (ii) Within 30 days after the designation of the arbitrator, the arbitrator and the parties hereto shall meet, at which time the parties shall be required to set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 45 days after the submission of written proposals pursuant to Section 11.11(b)(ii), to discuss each of the issues identified by the parties. Each party hereto shall have the right to be represented by counsel. Except as provided herein, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association; provided, however, that the Federal Rules of Evidence shall apply with regard to the admissibility of evidence and the decision arbitration shall be conducted by a single arbitrator. (iv) The arbitrator shall use his or her reasonable efforts to rule on each disputed issue within 30 days after the completion of the arbitrators with respect hearings described in Section 11.11(b)(iii). The determination of the arbitrator as to such the resolution of any dispute shall be binding, final binding and conclusive on the partiesupon all parties hereto. 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 All rulings 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 shall be delivered to the Seller parties. (v) The attorneys' fees of the parties hereto in any arbitration, the fees of the arbitrator, and one the costs and expenses of the arbitration shall be borne by the parties as determined by the arbitrator. (vi) Any arbitration pursuant to this Section 11.11 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 Purchaser. A judgment parties hereto. (vii) Notwithstanding the foregoing, nothing in this Section 11.11 shall be construed as limiting in any way the right of a party hereto to seek a temporary restraining order or other injunctive relief with respect to any actual or threatened breach of this Agreement or any Ancillary Agreement from a court of competent jurisdiction jurisdiction. Should any party to this Agreement seek a temporary restraining order or other injunctive relief, then for purposes of determining whether to grant such temporary restraining order or other injunctive relief, the dispute underlying the request for such temporary restraining order or other injunctive relief may be entered upon the award heard by such court of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcompetent jurisdiction.

Arbitration. Any A. In the event that such grievance cannot be settled by the parties through the grievance machinery, then either party hereto may submit it to arbitration. Except as otherwise provided herein, the Voluntary Labor Arbitration Rules then obtaining of the American Arbitration Association shall apply; provided that if such grievance has not been submitted to arbitration within ninety (90) days following the date on which the grievance was delivered to the Company, such grievance shall be deemed to have been abandoned. The parties agree to abide by the award and judgment upon the award may be entered in any court having jurisdiction thereof. B. A demand for arbitration shall be made in writing. Such demand shall specify the applicable contract provision(s) claimed to have been breached. There shall be one (l) arbitrator. Within fifteen (15) days of the demand, the Union and the Company shall jointly select the arbitrator. A permanent board of arbitrators has been selected to hear disputes during the term of this Agreement. In Chicago, the panel shall consist of: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ To Be Determined Each Arbitrator shall hear disputes on a rotating basis; however, in the event the appropriate Arbitrator has no available dates for hearing the case within a two (2) month period, either party may elect to submit proceed to the next Arbitrator. The permanent board of arbitrators shall serve for the duration of the Agreement unless either party, thirty (30) days prior to expiration of the Agreement, requests the removal of any dispute hereunder that has arbitrator by notice in writing to the other party. In such event or in the event an amount in controversy in excess of $250,000 arbitrator should resign or for other reasons be unable to arbitration hereunder. Any such arbitration perform his/her duties, the arbitrator's successor shall be conducted in Bostonchosen by mutual agreement of the parties. In the event that at any time no arbitrator who is a member of the board is available, Massachusetts an arbitrator shall be designated in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association then pertaining Association. The arbitrator's decision in writing shall be final. The hearing shall be held on two (2) days' notice and shall be concluded within fourteen (14) days unless otherwise ordered by the decision arbitrator. The award of the arbitrators with respect to such dispute arbitrator 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 made within thirty (30) days after the appointment close 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 arbitratorshearing, and shall be a person having at least ten (10) years’ recent professional experience as to accompanied by the subject matter in question. The fees opinion. C. At arbitration hearings the release of Company employees who are covered by this Agreement, and whose attendance is requested by the third arbitrator and Union, will be on the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaserbasis of an unpaid leave of absence for union business, unless the arbitrators decide Company and the Union expressly agree otherwise. The fees Nothing herein shall hamper or interfere with the Company's ability to operate its business. D. Subject to the Company's performance of respective counsel engaged by the partiesforegoing, the Union agrees that it will not directly or indirectly authorize, aid, encourage, direct, abet or participate in any stoppage of work during the arbitration or prior to the rendition of the award, and the fees of expert witnesses and other witnesses called for by parties agree that all awards rendered will be binding upon them. Subject to the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision Union's performance of the arbitrators shall be rendered within thirty (30) days after appointment foregoing, the Company agrees that it will not directly or indirectly lock out the Employees under this Agreement during the arbitration or prior to the rendition of the third award. E. Matters of opinion in cases as to which the parties have provided in this Agreement for the exercise of opinion shall not be subject to arbitration unless a controversy or dispute is involved concerning the interpretation or application of the contract in such cases. F. If a grievance is submitted to arbitration pursuant to this Article, the arbitrator shall have authority to remedy the grievance by appropriate relief but shall not have the authority to add to, subtract from or modify any term of this Agreement. In no event shall the arbitrator. Such decision shall 's award be in writing and in duplicate, one counterpart thereof retroactive to be delivered a date more than eighteen (18) months prior to the Seller and one to date when 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 obtainingdemand for arbitration was served.

Arbitration. (i) Any party hereto may elect to submit any dispute hereunder that has an amount matter referred to in controversy in excess of $250,000 Section 11.11(a) to arbitration hereunderby notifying the other party, in writing, of such dispute. Any Within 30 days after receipt of such notice, the parties shall designate in writing one arbitrator to resolve the dispute; provided that, if the parties cannot agree on an arbitrator within such 30-day period, the arbitrator shall be selected by the Boston, Massachusetts, Office of the American Arbitration Association. The arbitrator shall be a retired federal or state judge, and shall not be an Affiliate, Representative or stockholder of any party hereto. If neither the parties nor the Boston, Massachusetts, Office of the American Arbitration Association is able to identify an individual to serve as the arbitrator, the Boston, Massachusetts, Office of the American Arbitration Association shall select an arbitrator from the CPC Panel of Distinguished Neutrals of the CPR Institute for Dispute Resolution. (ii) Within 30 days after the designation of the arbitrator, the arbitrator and the parties hereto shall meet, at which time the parties shall be required to set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 45 days after the submission of written proposals pursuant to Section 11.11(b)(ii), to discuss each of the issues identified by the parties. Each party hereto shall have the right to be represented by counsel. Except as provided herein, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association; provided, however, that the Federal Rules of Evidence shall apply with regard to the admissibility of evidence and the decision arbitration shall be conducted by a single arbitrator. (iv) The arbitrator shall use his or her reasonable efforts to rule on each disputed issue within 30 days after the completion of the arbitrators with respect hearings described in Section 11.11(b)(iii). The determination of the arbitrator as to such the resolution of any dispute shall be binding, final binding and conclusive on the partiesupon all parties hereto. 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 All rulings 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 shall be delivered to the Seller parties. (v) The (1) attorneys' fees of the parties hereto in any arbitration, (2) fees of the arbitrator and one (3) costs and expenses of the arbitration shall be borne by the parties as determined by the arbitrator. (vi) Any arbitration pursuant to this Section 11.11 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 Purchaser. A judgment parties hereto. (vii) Notwithstanding the foregoing, nothing in this Section 11.11 shall be construed as limiting in any way the right of a party hereto to seek a temporary restraining order or other injunctive relief with respect to any actual or threatened breach of this Agreement or any Ancillary Agreement from a court of competent jurisdiction jurisdiction. Should any party to this Agreement seek a temporary restraining order or other injunctive relief, then for purposes of determining whether to grant such temporary restraining order or other injunctive relief, the dispute underlying the request for such temporary restraining order or other injunctive relief may be entered upon the award heard by such court of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcompetent jurisdiction.

Arbitration. Any All questions or matters in dispute under this Agreement shall be submitted to arbitration pursuant to the terms hereof. It shall be a condition precedent to the right of any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 matter to arbitration hereunder. Any such pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall be conducted in Bostonhave given not less than 10 days' prior notice of its intention to do so to the other party, Massachusetts in accordance together with the Commercial Arbitration Rules particulars of the American Arbitration Association then pertaining and matter in dispute. On the decision expiration of such 10 days, the arbitrators with respect party who gave such notice may proceed to such dispute shall be binding, final and conclusive on refer the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderas provided in section 14(c). The party desiring arbitration shall appoint one arbitrator, and shall notify 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 other party of such appointment shall be sent in writing by each party to the otherappointment, and the other party shall, within 15 days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so appointednamed, in the event before proceeding to act, shall, within 30 days of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon last appointed arbitrator, unanimously agree on the matter so submitted, shall appoint appointment of a third arbitratorarbitrator to act with them and be chairman of the arbitration herein provided for. If either the Seller or the Purchaser other party shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) arbitrator within 15 days after written receiving 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 first arbitrator the first arbitrator shall be the only arbitrator. If the two arbitrators appointed by the American Arbitration Association from its qualified panel of arbitrators, and parties shall be unable to agree on the appointment of the chairman, either party may apply to a person having at least ten judge of the Court of Queens Bench of Alberta to appoint the chairman. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with the Arbitration Act (10) years’ recent professional experience as to the subject matter in questionAlberta). The fees chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Edmonton, Alberta, for the purpose of hearing the third arbitrator evidence and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees representations of respective counsel engaged by the parties, and he shall preside over the fees arbitration and determine all questions of expert witnesses procedure not provided for under the Arbitration Act (Alberta) or this section. After hearing any evidence and other witnesses called for by representations that the parties may submit, the single arbitrator, or the arbitrators as the case may be, shall make an award and reduce the same to writing and deliver one copy thereof to each of the parties, . The expense of the arbitration shall be paid by as specified in the respective party engaging such counsel or calling or engaging such witnessesaward. 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 parties agree that the award of a majority of the arbitrators arbitrators, or in accordance with the rules case of a single arbitrator shall be final and statutes applicable thereto then obtainingbinding upon each of them.

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 (S)(S) 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 arbitratortranscript thereof shall be ordered for each party, with each party paying one-half (1/2) of the total cost of such recording and transcription. The stenographer shall be state-certified, if certification is made by the state, and the party to whom it is most convenient shall be responsible for securing and notifying such stenographer of the time and place of the arbitration hearing(s). 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 appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, award punitive 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 (a) Either the Buyer or the Shareholder Representative may submit any matter referred to in Subsection 10.02 hereof to arbitration by notifying the other party hereto may elect and the Escrow Agent, in writing, of such dispute. Within 10 days after receipt of such notice, the Buyer and the Shareholder Representative shall designate in writing one arbitrator to submit resolve the dispute; provided, that if the parties hereto cannot agree on an arbitrator within such 10-day period, the arbitrator shall be selected by the American Arbitration Association. The arbitrator so designated shall not be an employee, consultant, officer, director or shareholder of any party hereto or any Affiliate of any party to this Agreement. (b) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the Shareholder Representative shall meet, at which time the Buyer and the Shareholder Representative shall be required to set forth in writing all disputed issues and a proposed ruling on each such issue. (c) The arbitrator shall set a date for a hearing, which shall be no later than 30 days after the submission of written proposals pursuant to paragraph (b) above, to discuss each of the issues identified by the Buyer and the Shareholder Representative. Each such party shall have the right to be represented by counsel. The arbitration shall be governed by the rules of the American Arbitration Association; provided, that the arbitrator shall have sole discretion -52- 58 with regard to the admissibility of evidence. (d) The arbitrator shall use his best efforts to rule on each disputed issue within 30 days after the completion of the hearings described in paragraph (c) above. The determination of the arbitrator as to the resolution of any dispute hereunder that has shall be binding and conclusive upon all parties hereto. All rulings of the arbitrator shall be in writing and shall be delivered to the parties hereto and the Escrow Agent. (e) The prevailing party in any arbitration shall be entitled to an amount award of reasonable attorneys' fees incurred in controversy in excess connection with the arbitration. The non-prevailing party shall pay such fees, together with the fees of $250,000 the arbitrator and the costs and expenses of the arbitration. (f) Any arbitration pursuant to arbitration hereunder. Any such arbitration this Subsection 10.03 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 partiesMassachusetts. In the event any party hereto shall elect to submit any such dispute to Any 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 award may be entered upon in and enforced by any court having jurisdiction thereover and the award parties hereby consent and commit themselves to the jurisdiction of the arbitrators in accordance with courts of the rules Commonwealth of Massachusetts and statutes applicable thereto then obtainingthe United States District Court for Massachusetts for purposes of the enforcement of any arbitration award.

Arbitration. Any (a) Either party hereto may elect request arbitration in such cases where this Service Agreement expressly provides for the settlement of a dispute or question by arbitration, and only in any of such cases, the same shall be settled by arbitration in the Borough of Manhattan, City, County and State of New York, conducted to submit the extent consistent with this Section 42 in accordance with the rules then obtaining of the American Arbitration Association, or any dispute hereunder successor body of similar function, governing commercial landlord/tenant arbitration, except that has an amount in controversy in excess the foregoing shall not be deemed or construed to require that such arbitration actually be conducted by or before the American Arbitration Association or any successor body of $250,000 to arbitration hereundersimilar function. Any such The 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 before arbitrators with respect to such dispute selected as follows: The party desiring arbitration 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 disinterested person as arbitrator with on its behalf and give notice thereof to the other who shall, within twenty (20) days thereafter, appoint a second disinterested person as arbitrator on its behalf and give written notice thereof to the first party. The arbitrators thus appointed shall, within twenty (20) days after the date of the appointment of the second arbitrator, appoint a third disinterested person, who shall be a person licensed by the State of New York (if such license is required by law) or otherwise qualified and having the necessary expertise, including 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 appointedyear’s experience, in the event matter or discipline which is the primary subject or is primarily involved in such arbitration. If the arbitrators thus appointed shall fail to appoint such third disinterested person with said twenty (20) day period, then either party may, by State of their failure New York for the First Judicial Department, which application shall be made within fifteen (15) days after the end of said twenty (20) day period, seek to agree within appoint such third disinterested person, such appointment being made not later than thirty (30) days after the appointment date of said application. Upon such appointment, such person shall be the third arbitrator as if appointed by the original two arbitrators. The decision of the second arbitrator majority of the arbitrators shall be final, non-appealable, conclusive and binding on all parties and judgment upon the matter so submitted, shall appoint a third arbitratoraward may be entered in any court having jurisdiction. If either a party who shall have the Seller or right pursuant to the Purchaser shall fail foregoing, to appoint an arbitrator, as aforesaidfails or neglects to do so, for a period of ten (10) days after written notice from then and in such event the other party to make such appointment, then shall select the arbitrator appointed not so selected by the party having made first party, and upon such appointment shall appoint a second arbitrator and the two (2) so appointed shallselections, 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 shared equally by Provider and Occupant, unless this Service Agreement expressly provides otherwise, but each party shall pay and be separately responsible for its own counsel and witness fees and disbursements, unless this Service Agreement expressly provides otherwise. Provider and Occupant agree to sign all documents and to do all other things reasonably necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the American Arbitration Association from its qualified panel decision rendered thereunder and agree that a judgment or order may be entered in any court of arbitrators, and competent jurisdiction based on an arbitration award (including the granting of injunctive relief). (b) The arbitrators shall be a person disinterested persons having at least ten (10) years’ recent professional experience as in the County of New York in a calling connected with the dispute, and shall have the right to retain and consult experts and competent authorities skilled in the subject matter matters under arbitration, but any such consultation shall be made in questionthe presence of both parties, with full right on their part to cross-examine such experts and authorities. 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 render their decision and award upon the concurrence of at least two (2) of their number, not later than thirty (30) days after appointment of the third arbitrator. Such Their decision and award shall be in writing and in duplicate, one counterpart copies thereof to shall be delivered to each of the Seller parties. In rendering their decision and one award, the arbitrators shall have no power to modify or in any manner alter or reform any of the Purchaser. A judgment provisions of a court of competent this Service Agreement, and the jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingis limited accordingly.

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 Charleston, West Virginia 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 arbitrator chosen by it. Within twenty days after 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 hereundernotice, 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 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 theretofore 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 hereinabove 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 Fourth Circuit, acting in his individual capacity, or in the event of his failure to appoint the additional arbitrator, by the Regional Director of the American Arbitration Association from its qualified panel for Charleston, West Virginia. 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 costs 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 Section 9 shall be in writing and in duplicate, one counterpart thereof to be delivered addition to the Seller remedies provided for in Section 8 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 Partnership pursuant to Subsections 8.2 and statutes applicable thereto then obtaining8.3 hereof.

Arbitration. 11.1 Any party hereto issue or dispute among the Parties relating to this Agreement that is not resolved pursuant to Section 10 shall be submitted to arbitration pursuant to this Section 11. 11.2 Any Party may elect call for submission of disputes to arbitration. The Party calling for arbitration shall give notice to the other Parties, setting forth in adequate detail the issues to be arbitrated. Within twenty (20) days after receipt of such notice, each other Party shall by notice to the first Party set forth in adequate detail its own statement of the matter at issue to be arbitrated. Thereafter, the Party first submitting its statement of the matter at issue shall have ten (10) days in which to submit a rebuttal statement. All notices pursuant to this Section 11 shall be given in the manner prescribed in Section 12.9. 11.3 Within forty (40) days after any notice by one or both of the Communities calling for arbitration, the Communities shall jointly agree to appoint one person to serve as arbitrator, with notice to SRP of such appointment. Within fifteen (15) days after receipt of the Communities’ notice of appointment of an arbitrator, SRP shall either agree to such appointment or object to the appointment and propose another arbitrator. Within fifteen (15) days after receipt of SRP’s notice of appointment of an arbitrator, the Communities shall jointly either agree to such appointment or object to the appointment. In the event that the Communities object to SRP’s appointed arbitrator, the Parties shall meet within five (five) days thereafter and shall in good faith attempt to unanimously select a mutually agreeable arbitrator. In the event the Parties cannot agree on an arbitrator, any Party may call for such appointment by the American Arbitration Association (or upon a similar organization if the American Arbitration Association does not at that time exist). 11.4 Within forty (40) days after any notice by SRP calling for arbitration, SRP shall appoint one person to serve as arbitrator, with notice to the Communities of such appointment. Within fifteen (15) days after receipt of SRP’s notice of appointment of an arbitrator, the Communities shall jointly either agree to such appointment or object to the appointment and propose another arbitrator. Within fifteen (15) days after receipt of the Communities’ notice of appointment of an arbitrator, SRP shall either agree to such appointment or object to the appointment. If SRP objects to the Communities’ appointed arbitrator, the Parties shall meet within five (five) days thereafter and shall in good faith attempt to unanimously select a mutually agreeable arbitrator. In the event the Parties cannot agree on an arbitrator, any Party may call for such appointment by the American Arbitration Association (or upon a similar organization if the American Arbitration Association does not at that time exist). 11.5 If notices are issued by more than one Party calling for arbitration pursuant to Section 11.3 or 11.4, the procedures for appointment of the arbitrator shall be governed by Section 11.3 or 11.4 based upon the first notice issued. Unless otherwise agreed by the Parties, the arbitrator appointed pursuant to those procedures shall be the arbitrator for all issues arising under any pending notices. 11.6 The arbitrator shall be an independent arbitrator, regardless of his or her method of selection, and the arbitrator shall be qualified by knowledge and experience in the field with respect to the subject matter out of which the dispute hereunder that has to be arbitrated arises. In no event shall the arbitrator be an amount officer, employee, or otherwise interested in controversy any Party or in excess any other entity involved in the dispute to be arbitrated. No Party or its employee or agent shall have independent communications with the arbitrator once he or she is appointed, absent written consent of $250,000 all other Parties. 11.7 The venue for any arbitration arising pursuant to arbitration hereunderthis Section 11 shall be in Maricopa County, Arizona. Any such Except as otherwise provided in this Section 11 or agreed to in writing by the Parties, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules rules and practices of the American Arbitration Association then pertaining (or the rules 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 practices 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 similar organization if the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having does not at least ten (10that time exist) years’ recent professional experience in effect as to the subject matter in question. The fees of the third Execution Date. 11.8 The arbitrator shall receive 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 hear evidence submitted by the partiesParties and may call for additional information, and which the fees of expert witnesses and other witnesses called for by the parties, Parties shall be paid by the respective party engaging such counsel or calling or engaging such witnessesfurnish. The decision of the arbitrators shall be rendered within thirty (30) days after appointment non-binding upon the Parties. 11.9 This agreement to arbitrate shall be specifically enforceable. The award and findings of the third arbitrators shall be non-binding upon the Parties. In the event that any Party is aggrieved by the decision of the arbitrator. Such decision , such Party may then pursue its respective legal remedies pursuant to this Agreement in the Superior Court of Maricopa County. 11.10 All costs associated with any arbitration, including any fees charged by the arbitrator, shall be in equal one-half shares between SRP and the Communities, unless a decision of the arbitrator specifies a different allocation of any or all such costs and expenses. The arbitration hearing shall be limited in time and shall not exceed 10 (ten) hours, in any event, without agreement of all Parties. Additionally, costs associated with preparatory time and services of the arbitrator shall not exceed twenty (20) hours unless expressly agreed in writing and in duplicate, one counterpart thereof by each of the Parties prior to the arbitration. 11.11 The provisions of this Section 11 shall be the arbitration provisions to be delivered to followed, rather than the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award procedures set out in Sections 12-1501 through 12-1517 of the arbitrators Arizona Revised Statutes. If the procedures set out in accordance this Section 11 should for any reason be or become invalid under Arizona law, or if the decision of the arbitrator thereunder should be or become unenforceable under Arizona law, the Parties shall follow the procedures for arbitration then provided for under Arizona law most consistent with the rules and statutes applicable thereto then obtainingprovisions of this Section 11.

Arbitration. Any party hereto may elect to submit The Cologne and the Company intend that any dispute hereunder between them under or with respect to this Agreement be resolved without resort to any litigation. Accordingly, The Cologne and the Company agree that has an amount they will negotiate diligently and in controversy in excess good faith to agree on a mutually satisfactory resolution of $250,000 any such dispute; PROVIDED, HOWEVER, that if any such dispute cannot be resolved by them within sixty calendar days (or such longer period as the parties may agree) after commencing such negotiations, The Cologne and the Company agree that they will submit such dispute to arbitration hereunder. Any in the manner specified in, and such arbitration shall proceeding will be conducted in Bostonaccordance with, Massachusetts in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining Association. The arbitration hearing will be before a panel of three arbitrators, each of whom must be a present or former officer of a life insurance or life reinsurance company. The Cologne 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 Company will each appoint and pay all fees of a fit and impartial person as one arbitrator with at least ten (10) years’ recent professional experience in by written notification initiating the general subject matter of arbitration. These two arbitrators will then select 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 third arbitrator within thirty (30) sixty calendar days after the appointment date of the second arbitrator upon mailing of the matter so submitted, shall appoint a third arbitratornotification initiating arbitration. If either the Seller The Cologne or the Purchaser shall Company 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 or should the two (2) so appointed shall, in the event of their failure arbitrators be unable to agree upon any decision within thirty (30) days thereafter, appoint the choice of a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after , the appointment president of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from or of its qualified panel successor organization or (if necessary) the president of any similar organization designated by lot of The Cologne and the Company within thirty calendar days after the request will appoint the necessary arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees vote or approval 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 a majority of the arbitrators shall be rendered within thirty (30) days after appointment will decide any question considered by the arbitrators reach the same decision, then the average of the third arbitratortwo closest mathematical determinations will constitute the decision of all three arbitrators. Such The place of arbitration will be Stamford, Connecticut. Each decision shall (including without limitation each award) of the arbitrators will be in writing final and in duplicatebinding on all parties and will be nonappealable, one counterpart thereof to be delivered to and (at the Seller and one to request of either of The Cologne or the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the Company) any award of the arbitrators may be confirmed by a judgement entered by any court of competent jurisdiction. Each party will be responsible for paying (a) all fees and expenses charged by its respective counsel, accountants, actuaries, and other representatives in accordance conjunction with such arbitration and (b) one-half of the rules fees and statutes applicable thereto then obtainingexpenses charged by each arbitrator.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess A. In the event of $250,000 to arbitration hereunder. Any differences arising between the Company and the Reinsurer under this Agreement, such arbitration differences shall be conducted submitted to arbitration, which may be commenced upon written demand by one party upon the other. One arbiter (each arbiter, an “Arbiter”) shall be chosen by the Company, the other by the Reinsurer, and an umpire (the “Umpire”) shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterested accounting officers of property and casualty insurance companies licensed to do business in Bostonthe United States. In the event that either Party should fail to choose an Arbiter within 15 days following a written request by the other Party to do so, Massachusetts the requesting Party may choose two Arbiters who shall in accordance with turn choose an Umpire before entering upon arbitration. If the Commercial Arbitration Rules two Arbiters fail to agree upon the selection of an Umpire within 15 days following their appointment, the Umpire shall be chosen by the American Arbitration Association then pertaining Association. B. Each Party shall present its case to the Arbiters within 60 days following the date of appointment of the Umpire, unless the Parties mutually agree to an extension of time. A final decision shall be rendered within 60 days of the submission of all relevant issues in dispute between the parties. The decision of the Arbiters shall be final and binding on the Parties; but failing to agree, they shall call in the Umpire and the decision of the arbitrators with respect to such dispute majority among the Umpire and the Arbiters shall be binding, final and conclusive on binding upon the partiesParties. Judgment upon any such final decision may be entered in any court of competent jurisdiction. C. Each Party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire and of the arbitration. In the event any party that the two Arbiters are chosen by one Party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two Parties. D. Any arbitration proceeding shall take place at a location mutually agreed upon by the Parties, or, if they cannot agree, in Dallas, Texas. Notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by 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 laws of the dispute. Notice State of such appointment shall be sent in writing by each party Texas without giving effect to the other, and the arbitrators so appointed, in the event any choice or conflict of their failure to agree within thirty laws provision or rule (30) days after the appointment whether of the second arbitrator upon State of Texas or any other jurisdiction) that would cause the matter so submitted, shall appoint a third arbitrator. If either application of laws of any jurisdiction other than the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period State 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 obtainingTexas.

Arbitration. Any party hereto may elect (a) If a dispute arises out of or relates to submit this Agreement or any Ancillary Agreement, or the breach hereof or thereof, and if said dispute hereunder that has an amount cannot be settled through mediation pursuant to the provisions set forth in controversy in excess of $250,000 to arbitration hereunder. Any Section 7.02 above, such arbitration dispute shall be conducted in Boston, Massachusetts exclusively and finally resolved by arbitration in accordance with this Agreement and the Commercial Arbitration Rules of the American Arbitration Association then pertaining AAA. (b) The arbitration panel shall consist of three (3) arbitrators who shall be chosen as follows: the party commencing the arbitration shall name its arbitrator in its demand for arbitration, the responding party shall name its arbitrator within 15 days, and the decision two so named shall select the third arbitrator, who shall act as chairman, within 15 days of the arbitrators with respect to such dispute shall be binding, final and conclusive on selection of the partiessecond arbitrator. In the event any that the responding party hereto shall elect have failed 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 name an arbitrator 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 provided above within thirty (30) 15 days after the appointment of the second arbitrator upon the matter so submittedother party shall have named its arbitrator, shall appoint a third arbitrator. If either the Seller or the Purchaser two arbitrators so named 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 on a third arbitrator as provided above within forty five (4530 days, the remaining arbitrator(s) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel AAA. (c) The place of arbitrators, and arbitration shall be a person having at least ten (10) years’ recent professional experience Los Angeles, California or such other location as may be agreed 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 language 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 witnesses. English. (d) The decision award of the arbitrators shall be rendered within thirty (30) days after appointment final and binding on the parties and may be presented by either of the third arbitrator. Such decision shall be parties for enforcement 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, and the parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of this Section 7.03 and any order or award entered therein. The arbitrators shall have the authority to award to the prevailing party its attorneys' fees and costs incurred in such arbitration. The arbitrators shall not, under any circumstances, have any authority to award punitive, exemplary or similar damages, and may be entered upon not, in any event, make any ruling, finding or award that does not conform to the award terms and conditions of this Agreement. (e) The fees of the arbitrators and the other costs of such arbitration shall be borne and paid equally by the parties involved in accordance the matter, except that each party shall be responsible for its own expenses, including attorneys' fees (except as provided in clause (d) above). (f) Nothing contained in Sections 7.02 and 7.03 shall limit or restrict in any way the right or power of a party at any time (x) to seek injunctive relief in any court and to litigate the issues relevant to such request for injunctive relief before such court (i) to restrain the other party from breaching this Agreement or (ii) for specific enforcement of this Section 7.03 or (y) to implead or otherwise join as a party the other party in any Action brought by any Person that is not an Affiliate of the party seeking to implead or join (and in connection therewith to assert any rights hereunder against such impleaded or joined party). The parties agree that any legal remedy available to a party with respect to a breach of this Section 7.03 will not be adequate and that, in addition to all other legal remedies, each party is entitled to an order specifically enforcing this Section 7.03. The parties irrevocably submit to the rules exclusive jurisdiction of (a) the Superior Court of California, County of Los Angeles, and statutes applicable thereto then obtaining(b) the United States District Court for the Central District of California for purposes of any Action described in this Section 7.03(f). The parties further agree that service of any process, summons, notice or document by U.S. registered mail to their respective addresses set forth in Section 10.05 shall be effective service of process for any Action in Los Angeles with respect to any matters to which each party has submitted to jurisdiction in this Section 7.03(f). Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any such Action in (i) the Superior Court of California, County of Los Angeles, or (ii) the United States District Court for the Central District of California, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum.

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 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 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.

Arbitration. Any party hereto may elect to submit any 35.1 No dispute hereunder that has an amount in controversy in excess of $250,000 under this Lease shall be subject to arbitration hereunderunless specifically so provided in this Lease. Any such Whenever this Lease shall provide that a dispute is subject to arbitration, it shall be subject to arbitration in accordance with the provisions contained in this Article 35. Except to the extent inconsistent with the provisions of this Article 35, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). 35.2 The party desiring arbitration shall give 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, either party, on behalf of both, may request that the New York office of the AAA appoint an arbitrator to render a resolution of said dispute or to made the determination in question. In the absence, failure, refusal or inability of 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 an 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 any party hereto of the absence, failure, refusal or inability of an arbitrator to act, a successor shall elect to submit any be appointed within ten (10) days as herein before provided. Any arbitrator acting under this Article shall 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 arbitrator's appointment as arbitrator hereunder. 35.3 All arbitrators chosen or appointed pursuant to this Article shall (i) be sworn fairly and impartially to perform their respective duties as such appointment shall be sent in writing by each party to the otherarbitrator, and the arbitrators so appointed(ii) not 101 113 be (a) an employee or past employee of Landlord or Tenant or of any other person, in the event partnership, corporation or other form of their failure to agree within thirty business or legal association or entity that controls, is controlled by or is under common control with Landlord or Tenant nor (30b) anyone that has or has had a business relationship with Landlord or Tenant Within sixty (60) 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 shall determine the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, matter 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, dispute and shall be issue 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 witnesseswritten decision. The decision of the arbitrator shall be conclusively binding upon the parties, and judgment upon the decision may be entered in any court having jurisdiction. 35.4 The arbitrators shall be rendered within thirty (30) days after appointment bound by the provisions of the third arbitrator. Such decision this Lease, and shall be in writing and in duplicatenot add to, 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 obtainingsubtract from or otherwise modify such provisions.

Arbitration. Any party hereto Either Landlord or Tenant may elect to submit require that any dispute hereunder that has an amount in controversy in excess of $250,000 under this Lease, which is expressly provided to be resolved by arbitration, be submitted to arbitration hereunderpursuant to this Section. Any such arbitration shall be conducted in Boston, Massachusetts in accordance To the provisions of this Section vary from or are inconsistent with the Commercial Arbitration Rules of the American Arbitration Association then pertaining or any other arbitration tribunal, the provisions of this Section shall govern. All arbitration’s shall occur at a location in Louisville, Kentucky, chosen by the arbitration and shall be conducted pursuant to the decision Commercial Arbitration Rules of the arbitrators with respect American Arbitration Association (or the successor organization, or if no such organization exists, then from an organization composed of persons of similar professional qualifications) except as expressly provided 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 contrary in the general subject matter of the disputeSection. Notice of The party desiring such appointment arbitration shall be sent in writing by each party give notice to that effect to the otherother party. As soon as possible, and but in any event within 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 next ten (10) days after written notice from the other party to make receives such appointmentnotice, then Landlord and Tenant shall each select one arbitrator. As soon as possible, but in any event within the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and next ten (10) days after the two (2) arbitrators are selected, the two arbitrators so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint selected shall select a third arbitrator. If such Each arbitrator, if reasonably possible, shall have a recognized expertise in the subject matter of the arbitration. At the request of either party, the arbitrators fail to agree upon a third arbitrator within forty five shall authorize the service of subpoenas for the production of documents or attendance of witnesses. Within twenty (4520) days after their appointment, the appointment of the second arbitratorarbitrators so chosen shall hold a hearing at which each party may submit evidence, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitratorsare heard and cross-examine witnesses, and shall be a person with each party having at least ten (10) years’ recent professional experience as days advance notice of the hearing. The hearing shall be conducted such that each of the Landlord and Tenant shall have reasonably adequate time to present oral evidence or argument, but either party may present whatever written evidence it deems appropriate before the hearing (with copies of any such written evidence being sent 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 witnessesparty). The decision of the arbitrators so chosen shall be rendered given within thirty a period of twenty (3020) days after appointment the conclusion of such hearing, and shall be accompanied by conclusions of law and findings of fact. The decision in which any two (2) arbitrators so appointed and acting hereunder concur shall in all cases be binding and conclusive upon the parties and shall be the basis for a judgment entered in any court of competent jurisdiction. The fees and expenses of the arbitration proceeding and the fees of the third arbitrator. Such decision arbitrator appointed under the paragraph shall be in writing borne equally by both parties. Landlord and in duplicate, one counterpart thereof to be delivered to Tenant each shall pay the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award fees of the arbitrators in accordance with arbitrator each selected, and the rules fees and statutes applicable thereto then obtainingexpenses of preparing and presenting its own case. Landlord and Tenant may at any time by mutual written agreement discontinue arbitration proceedings and they agree upon any such matter submitted to arbitration.

Arbitration. Any party hereto The Secured Party 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 Party or the Tenant shall elect to submit any such dispute to arbitration hereunder, the Seller Secured Party 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 Party 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 Party 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 Party 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 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 Amer▇▇▇▇ Arbitration Association (hereinafter referred to as the "Rules") by a majority vote of a panel of three arbitrators. One arbitrator 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) business days after receipt by either DEALER or CC of a written notification from the 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 then pertaining and upon the decision application of the arbitrators other party. The third arbitrator must be an individual who is familiar with respect to such dispute shall business transactions and 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 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 arbitratortranscript thereof shall be ordered for each party, with each party paying one-half (1/2) of the total cost of such recording and transcription. The stenographer shall be state-certified, if certification is made by the state, and the party to whom it is most convenient shall be responsible for securing and notifying such stenographer of the time and place of the arbitration hearing(s). 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 A. Every contract entered into between MANAGEMENT and ARTIST during the term of this Agreement shall be deemed to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereundercontain the following provision: 1. Any such arbitration controversy or claim arising out of or relating to this contract or the breach or interpretation thereof, or the engagement of ARTIST hereunder, shall be conducted in Boston, Massachusetts settled by arbitration in accordance with the Commercial Arbitration Rules rules, then obtaining, of the American Arbitration Association then pertaining and Association. Either party may demand such arbitration in writing, which demand shall include the decision name 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 it. Within three (3) days after such demand, the other party having made shall name its arbitrator or in default of such appointment appointment, such arbitrator shall appoint a second arbitrator and be named forthwith by the American Arbitration Association. The two (2) arbitrators so appointed shall-select a third (3rd) within a period of five (5) days from a panel submitted to them by the American Arbitration Association and, in the event lieu of their failure to agree agreement upon any decision within thirty such third (303rd) 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 he shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, Association. The hearing shall be held on two (2) days notice and shall be a person having at least ten concluded within fourteen (1014) years’ recent professional experience as to days, unless otherwise ordered by the subject matter in questionarbitrators. 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 award of the arbitrators shall be rendered within thirty seven (307) days after appointment the close of the third arbitratorsubmission of evidence. Such decision An award agreed to by a majority of the arbitrators so appointed shall be in writing binding upon both parties 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 upon such award may be entered upon by either party in the award highest court of the arbitrators forum, State or Federal, having jurisdiction." 2. In the event there is a controversy or claim involving the sum of Five Hundred ($500.00) Dollars or less arising out of, or relating to this contract or the breach or interpretation thereof or the engagement of artists hereunder, it shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association. Either party may demand such arbitration in writing. The parties shall select a single arbitrator within a period of five (5) days thereafter from a panel submitted to them by the American Arbitration Association. In the event of a disagreement upon such arbitrator, he shall be appointed by the American Arbitration Association. The hearing shall be held on two (2) days notice and statutes shall be concluded within fourteen (14) days unless otherwise ordered by the arbitrators. The award of the arbitrators shall be within seven (7) days after the close of the submission of evidence. An award made by the arbitrator so appointed shall be binding upon both parties, and judgment upon such award may be entered by either party in the highest court of the forum, State or Federal, having jurisdiction." 3. Upon request of MANAGEMENT, AGMA agrees to aid in the enforcement of any arbitration award against its members by proper disciplinary action in accordance with the award, the AGMA Constitution and By-Laws, and applicable thereto then obtaininglaw. B. Any controversy or claim arising out of or relating to this contract or breach or interpretation thereof, or the engagement of any ARTIST hereunder, or the ability of ARTIST to perform hereunder, shall be settled by arbitration in the same manner as is provided in the quoted portions of Article XXXVIII.A. C. All arbitrations between MANAGEMENT and ARTIST and/or between MANAGEMENT and AGMA shall take place in Washington, DC. D. The initial grievance must be filed within sixty (60) days of the occurrence, and any resulting demand for arbitration must be within ninety (90) days of the filing of the grievance. Failure by any party to follow any of the prescribed procedures shall render the claim null and void.

Arbitration. Any party hereto may elect (a) As a condition precedent to submit any dispute hereunder right of action arising under or out of this Agreement, the AIF agrees that has an amount in controversy in excess that any and all disputes or differences, including disputes concerning the formation and/or validity of $250,000 this Agreement, and including any and all disputes, differences, or allegations involving individual members of the SAC, shall be submitted to arbitration hereunder. Any such arbitration before a panel of three arbitrators, each of whom shall be conducted in Bostonan active or retired disinterested officer of a property and casualty insurance company. (b) Arbitrator selection will be accomplished as follows: i. As to any rights of action brought by the AIF against the Exchange, Massachusetts in accordance with one arbitrator shall be chosen by the Commercial Arbitration Rules SAC on behalf of the American Arbitration Association then pertaining Exchange, one arbitrator shall be chosen by the AIF, and the decision of third arbitrator will be chosen by the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesother two arbitrators. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each Party does not appoint and pay all fees 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 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) 60 days after the appointment of other Party requests it to do so, or if 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 two arbitrators selected by the party having made such appointment shall appoint a second arbitrator SAC 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 AIF fail to agree upon a third arbitrator within forty five (45) 30 days after of the appointment of the second arbitratorarbitrator to be appointed, then such third the arbitrator shall or arbitrators, as the case may be, will, upon the application of any Party, 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 questionarbitrators will proceed. The fees decision of the majority of the arbitrators will be final and binding on all Parties. Each Party will bear the expense of its own arbitrator and one- half of the expenses of the third arbitrator and of the expenses incident arbitration. Arbitration taking place under this section will take place in the Exchange unless otherwise agreed by the Parties in writing. ii. As to any rights of action brought by the proceedings Subscriber against one or all of the members of the SAC, one arbitrator shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged chosen by the partiesAIF, one arbitrator will be chosen by the member or members of the SAC that are involved in the arbitration, and the fees of expert witnesses and other witnesses called for third arbitrator will be chosen by the partiesother two arbitrators. In the event any party to the arbitration does not appoint an arbitrator within 60 days after the other party to the arbitration requests it to do so, shall be paid or if the two arbitrators selected by the respective AIF and SAC member(s) fail to agree upon a third arbitrator within 30 days of the appointment of the second arbitrator to be appointed, the arbitrator or arbitrators, as the case may be, will, upon the application of any party engaging such counsel or calling or engaging such witnesses. to the arbitration, be appointed by the American Arbitration Association. (c) The decision of the majority of the arbitrators shall will be rendered within thirty (30) days after appointment final and binding on all parties to the arbitration. Each party to the arbitration will bear the expense of its own arbitrator and one- half of the expenses of the third arbitratorarbitrator and of the arbitration. Such decision Any such arbitration expenses which may be incurred on behalf of individual members of the SAC will be borne by the Exchange. Arbitration taking place under this section will take place in Florida unless otherwise agreed in writing by the parties to the arbitration. (d) Although the Parties understand that all disputes or differences concerning the Parties’ rights or obligations under this Agreement must be resolved pursuant to binding arbitration in accordance with paragraph (a) of this Section 9, which supersedes this paragraph, any action, litigation, suit or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby, including the enforceability of the provisions of paragraph 9(a) hereof, shall be brought solely in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court federal or state courts of competent jurisdiction may be entered upon sitting in the award courts located in Florida, and each of the arbitrators in accordance with Parties hereto hereby irrevocably consents and submits to the rules exclusive jurisdiction of such courts. (e) Notwithstanding any dispute or difference of opinion arising under this Agreement, the Exchange and statutes applicable thereto then obtainingthe AIF must fulfill all obligations under the reciprocal insurance contracts exchanged by the Subscribers.

Arbitration. A. Any party hereto may elect and all disputes between the Company and the Reinsurer arising out of, relating to, or concerning this Contract, whether sounding in contract or tort and whether arising during or after termination of this Contract, shall be submitted to submit any dispute hereunder that has the decision of a board of arbitration composed of two (2) arbitrators and an amount umpire (“Board”) meeting at a site in controversy the city in excess which the principal headquarters of $250,000 to arbitration hereunderthe Company are located. Any such The arbitration shall be conducted under the Federal Arbitration Act and shall proceed as set forth below. B. A notice requesting arbitration, or any other notice made in Bostonconnection therewith, Massachusetts shall be in accordance with writing and be sent certified or registered mail, return receipt requested to the Commercial Arbitration Rules affected parties. The notice requesting arbitration shall state in particulars all issues to be resolved in the view of the American Arbitration Association then pertaining claimant, shall appoint the arbitrator selected by the claimant and shall set a tentative date for the hearing, which date shall be no sooner than ninety (90) days and no later than one hundred fifty (150) days from the date that the notice requesting arbitration is mailed. Within thirty (30) days of receipt of claimant’s notice, the respondent shall notify claimant of any additional issues to be resolved in the arbitration and of the name of its appointed arbitrator. C. The members of the Board shall be impartial, disinterested and not currently representing any party participating in the arbitration, and shall be current or former senior officers of insurance or reinsurance concerns, experienced in the line(s) of business that are the subject of this Contract. The Company 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 Reinsurer as aforesaid shall each appoint an arbitrator and pay all fees of a fit and impartial person as arbitrator with at least ten the two (102) years’ recent professional experience in arbitrators shall choose an umpire before instituting the general subject matter hearing. As time is of the dispute. Notice of such appointment shall be sent in writing by each party essence, if the respondent fails to the other, and the arbitrators so appointed, in the event of their failure to agree appoint its arbitrator within thirty (30) days after having received claimant’s written request for arbitration, the appointment of claimant is authorized to and shall appoint 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 arbitrators fail to agree upon any decision the appointment of an umpire 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 notification of 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 within ten (10) years’ recent professional experience as days thereof, the two (2) arbitrators shall request ▇▇▇▇▇ U.S. (“▇▇▇▇▇”) to apply its procedures to appoint an umpire for the arbitration with the qualifications set forth above in this Article. If the use of ▇▇▇▇▇ procedures fails to name an umpire, either party may apply to a court of competent jurisdiction to appoint an umpire with the above required qualifications. The umpire shall promptly notify in writing all parties to the subject matter in question. The fees arbitration of his selection and of the third arbitrator scheduled date for the hearing. Upon resignation or death of any member of the Board, a replacement shall be appointed in the same fashion as the resigning or deceased member was appointed. D. The claimant and respondent shall each submit initial briefs to the Board outlining the facts, the issues in dispute and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaserbasis, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesauthority, and the fees of expert witnesses and other witnesses called reasons for by the parties, shall be paid by the their respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered positions within thirty (30) days after of the date of notice of appointment of the third arbitratorumpire. Such decision shall be in writing The claimant and in duplicate, one counterpart thereof the respondent may submit a reply brief 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.the

Arbitration. Any party hereto of the Guarantors (each Guarantor, for purposes of this Paragraph 10K, being referred to individually and collectively as "Guarantor") or SNH may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunderarbitration. 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 Guarantor or SNH shall elect to submit any such dispute to arbitration hereunder, the Seller Guarantor and the Purchaser SNH 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 Guarantor or the Purchaser SNH 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 Guarantor and the PurchaserSNH, 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 Guarantor and one to the PurchaserSNH. 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.