Common use of Arbitration Disclosures Clause in Contracts

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL PARTIES. • EXCEPT AS PROVIDED BELOW, THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client arising out of or relating to this Agreement shall be settled by confidential arbitration before and in accordance with the rules then in effect of the American Arbitration Association (the “AAA”) in the City, County and State of New York. Any arbitration hereunder shall be before at least three (3) arbitrators and the award of the arbitrators, or of a majority of them, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: (i) the class certification is denied; (ii) the class action is decertified; or (iii) the Advisor and/or the Client, as applicable, is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, except to the extent stated herein. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESThis Agreement contains a pre-dispute arbitration clause. • EXCEPT AS PROVIDED BELOWBy signing an arbitration agreement, THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among the Sub-Advisor and/or parties agree as follows: All of the Advisor and/or the Client arising out of or relating Parties to this Agreement shall be settled are giving up the right to sue each other in court, including the right to a trial by confidential jury, except as provided by the rules of the arbitration before forum in which the claim is filed. Arbitration awards are generally final and binding; a Party’s ability to reverse or modify an arbitration award is very limited. The ability of the Parties to obtain documents, witness statements and other discovery is generally more limited in accordance arbitration than in court proceedings. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. The panel of arbitrators typically will include a minority of arbitrators who were or are affiliated with the securities industry. The rules then of some arbitration forums may impose time limits for bringing a claim in effect arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. The rules of the American Arbitration Association (arbitration forum in which the “AAA”) in the Cityclaim is filed, County and State of New York. Any arbitration hereunder shall be before at least three (3) arbitrators and the award of the arbitrators, or of a majority of themany amendments thereto, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitratorincorporated into this Agreement. No Person person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (: i) the class certification is denied; (or ii) the class action is decertified; or (or iii) the Advisor and/or the Client, as applicable, client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, Agreement except to the extent stated herein. . With respect to controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (band/or any other agent) Nothing in under this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter concerning matters involving alleged violations of the arbitrationInvestment Advisers Act of 1940 ("Investment Advisers Act") or applicable state investment advisory laws, it is understood that the Securities and Exchange Commission and various state securities regulatory agencies believe that an agreement to submit disputes to arbitration does not constitute a waiver of any rights provided under the Investment Advisers Act or applicable state investment advisory laws, including the right to choose a forum, whether by arbitration or adjudication, in which to seek the resolution of disputes. It is agreed that all controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (and/or any other agent), (collectively, "us") concerning any transaction or the construction, performance or breach of this Agreement or any other agreement between us, whether entered into prior to, on, or subsequent to the date of this Agreement, including any controversy concerning whether an issue is arbitrable, shall be determined by arbitration conducted before, and only before, an arbitration panel set up by the Financial Industry Regulatory Authority, ("FINRA"), in accordance with its arbitration procedures. Any of the parties hereto us may bring initiate arbitration by summary proceedings an action in court to compel filing a written claim with FINRA. Any arbitration of any dispute under this Agreement will be conducted pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction Federal Arbitration Act and the Laws of the federal and state courts in the State of New York. Each party agrees The state or federal statute of limitations, statute of repose, non-claim statute or any other time bar that service would be applicable to any claim filed in a court of process may competent jurisdiction shall be made on such party at the address set forth applicable to any claim filed in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniensarbitration.

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESThis Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows: • EXCEPT AS PROVIDED BELOW, THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among All of the Sub-Advisor and/or the Advisor and/or the Client arising out of or relating parties to this Agreement shall be settled are giving up the right to sue each other in court, including the right to a trial by confidential jury, except as provided by the rules of the arbitration before forum in which the claim is filed. • Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. • The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in accordance arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. • The panel of arbitrators typically will include a minority of arbitrators who were or are affiliated with the securities industry. • The rules then of some arbitration forums may impose time limits for bringing a claim in effect arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the American Arbitration Association (arbitration forum in which the “AAA”) in the Cityclaim is filed, County and State of New York. Any arbitration hereunder shall be before at least three (3) arbitrators and the award of the arbitrators, or of a majority of themany amendments thereto, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitratorincorporated into this Agreement. No Person person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (: i) the class certification is denied; (or ii) the class action is decertified; or (or iii) the Advisor and/or the Client, as applicable, client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, Agreement except to the extent stated herein. . With respect to controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (band/or any other agent) Nothing in under this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter concerning matters involving alleged violations of the arbitrationInvestment Advisers Act of 1940 ("Investment Advisers Act") or applicable state investment advisory laws, it is understood that the Securities and Exchange Commission and various state securities regulatory agencies believe that an agreement to submit disputes to arbitration does not constitute a waiver of any rights provided under the Investment Advisers Act or applicable state investment advisory laws, including the right to choose a forum, whether by arbitration or adjudication, in which to seek the resolution of disputes. It is agreed that all controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (and/or any other agent), (collectively, "us") concerning any transaction or the construction, performance or breach of this Agreement or any other agreement between us, whether entered into prior to, on, or subsequent to the date of this Agreement, including any controversy concerning whether an issue is arbitrable, shall be determined by arbitration conducted before, and only before, an arbitration panel set up by the Financial Industry Regulatory Authority, ("FINRA"), in accordance with its arbitration procedures. Any of the parties hereto us may bring initiate arbitration by summary proceedings an action in court to compel filing a written claim with FINRA. Any arbitration of any dispute under this Agreement will be conducted pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction Federal Arbitration Act and the Laws of the federal and state courts in the State of New York. Each party agrees The state or federal statute of limitations, statute of repose, non-claim statute or any other time bar that service would be applicable to any claim filed in a court of process may competent jurisdiction shall be made on such party at the address set forth applicable to any claim filed in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniensarbitration.

Arbitration Disclosures. 1. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESTHE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. 2. • EXCEPT AS PROVIDED BELOW, IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. 3. • PRE-DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGSDISCOVERY IN COURT. 4. • THE ARBITRATORS’ AWARD IS ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. 5. • THE A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. 6. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. a. Any claim or controversy (a"Dispute") Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to the Loan, the Collateral, the Loan Documents, this Agreement Section 9.7 GOVERNING LAW, this arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Agreements"), and including but not limited to a Dispute based on or arising from an alleged tort, shall at the request of any party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association (the “AAA”"Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this Loan Agreement or Related Agreements. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the parties. b. The arbitration proceedings shall be conducted in a city mutually agreed by the parties. Absent such an agreement, arbitration will be conducted in Salt Lake City, Utah or such other place as may be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within one hundred fifty (150) days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Loan Agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any party: (i) consolidate in a single arbitration proceeding any other claim arising out of the same transaction involving another party that is substantially related to the Dispute where that other party to that transaction that is bound by an arbitration clause with Lender, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral and (ii) consolidate or administer multiple arbitration hereunder claims or controversies as a class action in accordance with the provisions of Rule 23 of the Federal Rules of Civil Procedure. c. The arbitrator(s) shall be before selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least three one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing party recovery of all costs and fees (3) arbitrators including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. d. Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute shall select one following limitation: the arbitration award is binding upon the parties only if the amount does not exceed four million dollars (1$4,000,000.00); if the award exceeds that limit, any party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) arbitrator and days following the two arbitrators then selected shall select date of the third arbitrator. In the event arbitration award; if such a demand is not made within that the dispute is a three-party disputetime period, the Client shall select one (1) arbitrator on behalf amount of the Client arbitration award shall be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and the Advisorcosts, the Sub-Advisor shall select one (1) arbitrator arbitration administration fees and then the aforementioned two arbitrators shall select the third arbitrator. costs, and arbitrator(s)' fees. e. No Person shall bring a putative or certified class action to arbitrationprovision of this arbitration clause, nor seek to enforce the exercise of any pre-dispute arbitration agreement against rights hereunder, shall limit the right of any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class untilparty to: (i) the class certification is deniedjudicially or non-judicially foreclose against any real or personal property collateral or other security; (ii) the class action is decertifiedexercise self-help remedies, including but not limited to repossession and setoff rights; or (iii) obtain from a court having jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before or after initiation of an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration, and any claim or controversy related to the exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any party may initiate arbitration with the Administrator. If any party desires to arbitrate a Dispute asserted against such party in a complaint, counterclaim, cross-claim, or third-party complaint thereto, or in an answer or other reply to any such pleading, such party must make an appropriate motion to the trial court seeking to compel arbitration, which motion must be filed with the court within forty-five (45) days of service of the pleading, or amendment thereto, setting forth such Dispute. If arbitration is compelled after commencement of litigation of a Dispute, the party obtaining an order compelling arbitration shall commence arbitration and pay the Administrator's filing fees and costs within forty-five (45) days of entry of such order. f. Notwithstanding the applicability of any other law to this Loan Agreement, except the arbitration clause, or Related Agreements between or among the parties, 32 the Federal Arbitration Act, 9 U.S.C. Section 1 ET. SEQ., shall apply to the extent stated hereinconstruction and interpretation of this arbitration clause. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and effect. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL THE PARTIES. • EXCEPT AS PROVIDED BELOW, –THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • –PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • –THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • –THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client arising out of or relating to this Agreement shall be settled by confidential arbitration before . Rulemaking Board and in accordance with the rules then in effect of the selected organization. The customer may elect in the first instance whether arbitration shall be by the American Arbitration Association (Association, or by an Exchange or self-regulatory organization of which the “AAA”) in broker is a member, but if the Citycustomer fails to make such election, County and State by registered letter or telegram addressed to the broker at the broker’s main office, before the expiration date of New Yorkten days after receipt of a written request from the broker to make such election, then the broker may make such election. Any arbitration hereunder shall be before at least three (3) arbitrators and the The award of the arbitrators, or of a the majority of them, shall be final, and judgment judgement upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-pre- dispute arbitration agreement against any person who has initiated in court a putative class action; arbitration, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: action until (i1) the class certification is denied; , or (ii2) the class action is decertified; , or (iii3) the Advisor and/or the Client, as applicable, customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, agreement except to the extent stated herein. (b) Nothing in this Agreement shall prevent a party from applying Article I The depositor may be subject to a court of law for provisional or interim measures or injunctive relief as may be necessary six percent tax on excess contributions if (1) contributions to safeguard the property or rights that are the subject matter other individual retirement arrangements of the arbitration. Any of depositor have been made for the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.same tax year,

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL THE PARTIES. • EXCEPT AS PROVIDED BELOW, –THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • –PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • –THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • –THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client arising out of or relating to this Agreement . arbitration shall be settled by confidential arbitration before and in accordance with the rules then in effect of the American Arbitration Association (Association, or by an Exchange or self-regulatory organization of which the “AAA”) in broker is a member, but if the Citycustomer fails to make such election, County and State by registered letter or telegram addressed to the broker at the broker’s main office, before the expiration date of New Yorkten days after receipt of a written request from the broker to make such election, then the broker may make such election. Any arbitration hereunder shall be before at least three (3) arbitrators and the The award of the arbitrators, or of a the majority of them, shall be final, and judgment judgement upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; arbitration, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: action until (i1) the class certification is denied; , or (ii2) the class action is decertified; , or (iii3) the Advisor and/or the Client, as applicable, customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, agreement except to the extent stated herein. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. A. ARBITRATION IS FINAL AND BINDING ON ALL BORROWER AND BANK (COLLECTIVELY, THE "PARTIES. • EXCEPT AS PROVIDED BELOW, ") AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. B. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. • PRE-. C. DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS DISCOVERY IN COURT. D. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. • THE . E. A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. F. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. (a) Any claim or controversy ("Dispute") between or among the Sub-Advisor and/or the Advisor and/or the Client Parties and their assigns, including but not limited to Disputes arising out of or relating to the Additional Letters of Credit, this Agreement Agreement, this arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Documents"), and including but not limited to a Dispute based on or arising from an alleged tort, shall at the request of any Party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association ("the “AAA”Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this Agreement or the Related Documents. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the Parties. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and effect. (b) The arbitration proceedings shall be conducted in Salt Lake City, Utah, at a place to be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within one-hundred-fifty (150) days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any Party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Agreement, this arbitration clause or the Related Documents, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a Party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any Party: (1) consolidate in a single arbitration proceeding any other claim or controversy involving another Party that is substantially related to the Dispute where that other Party is bound by an arbitration clause with the Bank, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral; (2) consolidate in a single arbitration hereunder shall be before at least three proceeding any other claim or controversy that is substantially similar to the Dispute; and (3) administer multiple arbitration claims or controversies as class actions in accordance with the provisions of Rule 23 of the Federal Rules of Civil Procedure. (c) The arbitrator(s) shall be selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing Party recovery of all costs and fees (including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. (d) Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute following limitation: the arbitration award is binding upon the Parties only if the amount does not exceed Four Million Dollars ($4,000,000.00); if the award exceeds that limit, any Party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) days following the date of the arbitration award; if such a demand is not made within that time period, the amount of the arbitration award shall select one be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees. (e) No provision of this arbitration clause, nor the exercise of any rights hereunder, shall limit the right of any Party to: (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a threejudicially or non-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement judicially foreclose against any person who has initiated in court a putative class action; real or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: (i) the class certification is denied; (ii) the class action is decertified; or (iii) the Advisor and/or the Client, as applicable, is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, except to the extent stated herein. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the personal property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.collateral or

Arbitration Disclosures. 1. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESTHE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. 2. • EXCEPT AS PROVIDED BELOW, IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. 3. • PRE-DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGSDISCOVERY IN COURT. 4. • THE ARBITRATORS’ AWARD IS ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. 5. • THE A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. 6. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST THOSE CONCERNING THE NOTE. 7. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. (a) Any claim or controversy ("Dispute") between or among the Sub-Advisor and/or the Advisor and/or the Client parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to the Loan, the Loan Documents, the Note, this Agreement arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Agreements"), and including, but not limited to, a Dispute based on or arising from an alleged tort, shall at the request of any party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association (the “AAA”) in the City"Administrator"). The provisions of this arbitration clause shall survive any termination, County and State of New York. Any arbitration hereunder shall be before at least three (3) arbitrators and the award amendment, or expiration of the arbitrators, Note or Related Agreements. The provisions of a majority of them, this arbitration clause shall be final, and judgment upon the award rendered may be entered in supersede any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute prior arbitration agreement against any person who has initiated in court a putative class action; between or who is a member of a putative class who has not opted out of among the class with respect to any claims encompassed by the putative class until: (i) the class certification is denied; (ii) the class action is decertified; or (iii) the Advisor and/or the Client, as applicable, is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, except to the extent stated hereinparties. (b) Nothing The arbitration proceedings shall be conducted in this Agreement shall prevent a party from applying to a court of law for provisional city mutually agreed by the parties. Absent such an agreement, arbitration will be conducted in Phoenix, Arizona or interim measures or injunctive relief such other place as may be necessary determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to safeguard the property extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within 150 days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that tails to comply with time periods imposed by the Administrator or rights the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that are basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a counterclaim in the arbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the arbitrationDispute. Any The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any party: (1) consolidate in a single arbitration proceeding any other claim arising out of the parties hereto may bring same transaction involving another party to that transaction that is bound by summary proceedings an action in court to compel arbitration clause with Lender, such as borrowers, guarantors. sureties, and owners of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.collateral; and

Arbitration Disclosures. A. ARBITRATION IS FINAL AND BINDING ON ALL BORROWER AND BANK (COLLECTIVELY, THE "PARTIES. • EXCEPT AS PROVIDED BELOW, ") AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. B. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. • PRE-. C. DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS DISCOVERY IN COURT. D. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. • THE . E. A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. F. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. (a) Any claim or controversy ("Dispute") between or among the Sub-Advisor and/or the Advisor and/or the Client Parties and their assigns, including but not limited to Disputes arising out of or relating to the Letters of Credit, this Agreement Agreement, this arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Documents"), and including but not limited to a Dispute based on or arising from an alleged tort, shall at the request of any Party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association ("the “AAA”Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this Agreement or the Related Documents. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the Parties. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and effect. (b) The arbitration proceedings shall be conducted in Salt Lake City, Utah, at a place to be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within one-hundred-fifty (150) days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any Party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Agreement, this arbitration clause or the Related Documents, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a Party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any Party: (1) consolidate in a single arbitration proceeding any other claim or controversy involving another Party that is substantially related to the Dispute where that other Party is bound by an arbitration clause with the Bank, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral; (2) consolidate in a single arbitration hereunder shall be before at least three proceeding any other claim or controversy that is substantially similar to the Dispute; and (3) administer multiple arbitration claims or controversies as class actions in accordance with the provisions of Rule 23 of the Federal Rules of Civil Procedure. (c) The arbitrator(s) shall be selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing Party recovery of all costs and fees (including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. (d) Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute following limitation: the arbitration award is binding upon the Parties only if the amount does not exceed Four Million Dollars ($4,000,000.00); if the award exceeds that limit, any Party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) days following the date of the arbitration award; if such a demand is not made within that time period, the amount of the arbitration award shall select one be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees. (e) No provision of this arbitration clause, nor the exercise of any rights hereunder, shall limit the right of any Party to: (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a threejudicially or non-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement judicially foreclose against any person who has initiated in court a putative class action; real or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: (i) the class certification is deniedpersonal property collateral or other security; (ii2) the class action is decertifiedexercise self-help remedies, including but not limited to repossession and setoff rights; or (iii3) obtain from a court having jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before or during initiation of an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration, and any claim or controversy related to the exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any Party may initiate arbitration with the Administrator; however, if any Party initiates litigation and another Party disputes any allegation in that litigation, the disputing Party--upon the request of the initiating Party--must file a demand for arbitration with the Administrator and pay the Administrator's filing fee. The Parties may serve by mail a notice of an initial motion for an order of arbitration. (f) Notwithstanding the applicability of any other law to this Agreement, except the arbitration clause, or Related Documents between or among the Parties, the Federal Arbitration Act, 9 U.S.C.ss.1 et seq., shall apply to the extent stated hereinconstruction and interpretation of this arbitration clause. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESThis Agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement, the parties agree as follows: • EXCEPT AS PROVIDED BELOW, THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among All of the Sub-Advisor and/or the Advisor and/or the Client arising out of or relating Parties to this Agreement shall be settled are giving up the right to sue each other in court, including the right to a trial by confidential jury, except as provided by the rules of the arbitration before forum in which the claim is filed. • Arbitration awards are generally final and binding; a Party’s ability to reverse or modify an arbitration award is very limited. • The ability of the Parties to obtain documents, witness statements and other discovery is generally more limited in accordance arbitration than in court proceedings. • The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. • The panel of arbitrators typically will include a minority of arbitrators who were or are affiliated with the securities industry. • The rules then of some arbitration forums may impose time limits for bringing a claim in effect arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. • The rules of the American Arbitration Association (arbitration forum in which the “AAA”) in the Cityclaim is filed, County and State of New York. Any arbitration hereunder shall be before at least three (3) arbitrators and the award of the arbitrators, or of a majority of themany amendments thereto, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitratorincorporated into this Agreement. No Person person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (: i) the class certification is denied; (or ii) the class action is decertified; or (or iii) the Advisor and/or the Client, as applicable, client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, Agreement except to the extent stated herein. . With respect to controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (band/or any other agent) Nothing in under this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter concerning matters involving alleged violations of the arbitrationInvestment Advisers Act of 1940 ("Investment Advisers Act") or applicable state investment advisory laws, it is understood that the Securities and Exchange Commission and various state securities regulatory agencies believe that an agreement to submit disputes to arbitration does not constitute a waiver of any rights provided under the Investment Advisers Act or applicable state investment advisory laws, including the right to choose a forum, whether by arbitration or adjudication, in which to seek the resolution of disputes. It is agreed that all controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (and/or any other agent), (collectively, "us") concerning any transaction or the construction, performance or breach of this Agreement or any other agreement between us, whether entered into prior to, on, or subsequent to the date of this Agreement, including any controversy concerning whether an issue is arbitrable, shall be determined by arbitration conducted before, and only before, an arbitration panel set up by the Financial Industry Regulatory Authority, ("FINRA"), in accordance with its arbitration procedures. Any of the parties hereto us may bring initiate arbitration by summary proceedings an action in court to compel filing a written claim with FINRA. Any arbitration of any dispute under this Agreement will be conducted pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction Federal Arbitration Act and the Laws of the federal and state courts in the State of New York. Each party agrees The state or federal statute of limitations, statute of repose, non-claim statute or any other time bar that service would be applicable to any claim filed in a court of process may competent jurisdiction shall be made on such party at the address set forth applicable to any claim filed in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniensarbitration.

Arbitration Disclosures. 1. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESTHE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. 2. • EXCEPT AS PROVIDED BELOW, IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. 3. • PRE-DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGSDISCOVERY IN COURT. 4. • THE ARBITRATORS’ AWARD IS ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS’ RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. 5. • THE A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. 6. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. a. Any claim or controversy (a“Dispute”) Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to the Loan, the Collateral, the Loan Documents, Section 9.7 Governing Law, this Agreement arbitration provision (“arbitration clause”), or any related agreements or instruments relating hereto or delivered in connection herewith (“Related Agreements”), and including, but not limited to, a Dispute based on or arising from an alleged tort, shall at the request of any party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association (the “AAAAdministrator”). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this Loan Agreement or Related Agreements. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the parties. b. The arbitration proceedings shall be conducted in a city mutually agreed by the parties. Absent such an agreement, arbitration will be conducted in Salt Lake City, Utah or such other place as may be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)’ award issued within one hundred fifty (150) days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Loan Agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)’ discretion and at the request of any party: (i) consolidate in a single arbitration proceeding any other claim arising out of the same transaction involving another party that is substantially related to the Dispute where that other party to that transaction that is bound by an arbitration clause with Lender, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral and (ii) consolidate or administer multiple arbitration hereunder claims or controversies as a class action in accordance with the provisions of Rule 23 of the Federal Rules of Civil Procedure. c. The arbitrator(s) shall be before selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least three one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing party recovery of all costs and fees (3) arbitrators including attorneys’ fees and costs, arbitration administration fees and costs, and arbitrator(s)’ fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. d. Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute shall select one following limitation: the arbitration award is binding upon the parties only if the amount does not exceed four million dollars (1$4,000,000.00); if the award exceeds that limit, any party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) arbitrator and days following the two arbitrators then selected shall select date of the third arbitrator. In the event arbitration award; if such a demand is not made within that the dispute is a three-party disputetime period, the Client shall select one (1) arbitrator on behalf amount of the Client arbitration award shall be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys’ fees and the Advisorcosts, the Sub-Advisor shall select one (1) arbitrator arbitration administration fees and then the aforementioned two arbitrators shall select the third arbitrator. costs, and arbitrator(s)’ fees. e. No Person shall bring a putative or certified class action to arbitrationprovision of this arbitration clause, nor seek to enforce the exercise of any pre-dispute arbitration agreement against rights hereunder, shall limit the right of any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class untilparty to: (i) the class certification is deniedjudicially or non-judicially foreclose against any real or personal property collateral or other security; (ii) the class action is decertifiedexercise self-help remedies, including but not limited to repossession and setoff rights; or (iii) obtain from a court having jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before or after initiation of an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration, and any claim or controversy related to the exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any party may initiate arbitration with the Administrator. If any party desires to arbitrate a Dispute asserted against such party in a complaint, counterclaim, cross-claim, or third-party complaint thereto, or in an answer or other reply to any such pleading, such party must make an appropriate motion to the trial court seeking to compel arbitration, which motion must be filed with the court within forty-five days (45) days of service of the pleading, or amendment thereto, setting forth such Dispute. If arbitration is compelled after commencement of litigation of a Dispute, the party obtaining an order compelling arbitration shall commence arbitration and pay the Administrator’s filing fees and costs within forty-five (45) days of entry of such order. f. Notwithstanding the applicability of any other law to this Loan Agreement, except the arbitration clause, or Related Agreements between or among the parties, the Federal Arbitration Act, 9 U.S.C. § 1 et. seq., shall apply to the extent stated hereinconstruction and interpretation of this arbitration clause. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and effect. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESTHE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. • EXCEPT AS PROVIDED BELOW, IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURTOURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. • PRE-DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGSDISCOVERY IN COURT. • THE ARBITRATORS’ AWARD IS ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. • THE A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH BANKING INDUSTRY. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE SECURITIES INDUSTRYPARTIES, NOT JUST THOSE CONCERNING THE AGREEMENT. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. (a) Any claim or controversy ("Dispute") between or among the Sub-Advisor and/or the Advisor and/or the Client parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to this Agreement agreement, this arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Agreements"), and including, but not limited to, a Dispute based on or arising from an alleged tort, shall at the request of any party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association (the “AAA”"Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this agreement or Related Agreements. The provisions of this arbitration clause. shall supersede any prior arbitration agreement between or among the parties. The arbitration proceedings shall be conducted in Las Vegas, Nevada. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within 150 days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, ifso, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any party; (1) consolidate in a single arbitration proceeding any other claim arising out of the same transaction involving another party to that transaction that is bound by an arbitration clause with Bank, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral; and (2) consolidate or administer multiple arbitration hereunder claims or controversies as a class action in accordance with Rule 23 of the Federal Rules of Civil Procedure. (b) The arbitrator(s) shall be before selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least three one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing party recovery of all costs and fees (3) arbitrators including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute following limitation: the arbitration award is binding upon the parties only if the amount does not exceed Four Million Dollars ($4,000,000.00); if the award exceeds that limit, either party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) days following the date of the arbitration award; if such a demand is not made with that time period, the amount of the arbitration award shall select one be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorney's fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees. (c) No provision of this arbitration clause, nor the exercise of any rights hereunder, shall limit the right of any party to: (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a threejudicially or non-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement judicially foreclose against any person who has initiated in court a putative class action; real or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class untilpersonal property collateral or other security: (i2) the class certification is denied; (ii) the class action is decertifiedexercise self-help remedies, including but not limited to repossession or setoff rights; or (iii3) obtain from a court having jurisdiction there over any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before or after initiation of an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the rights to submit any rights under this AgreementDispute to arbitration, except and any claim or controversy related to the extent stated herein. (b) Nothing exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any party may initiate arbitration with the Administrator. If any party desires to arbitrate a Dispute asserted against such party in this Agreement shall prevent a complaint, counterclaim, cross-claim, or third-party from applying complaint thereto, or in an answer or other reply to a any such pleading, such party must make an appropriate motion to the trial court seeking to compel arbitration, which motion must be filed with the court within 45 days of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter service of the arbitrationpleading, or amendment thereto, setting forth such Dispute. Any If arbitration is compelled after commencement of litigation of a Dispute, the party obtaining an order compelling arbitration shall commence arbitration and pay the Administrator's filing fees and costs within 45 days of entry of such order. Failure. to do so shall constitute an agreement to proceed with litigation and waiver of the parties hereto may bring right to arbitrate. In any arbitration commenced by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposesa consumer regarding a consumer Dispute, each party consents to the personal jurisdiction Bank shall pay one half of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection Administrator's filing fee, up to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens$250.

Arbitration Disclosures. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESThis Agreement contains a pre-dispute arbitration clause. • EXCEPT AS PROVIDED BELOWBy signing an arbitration agreement, THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. • PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. • THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. (a) Any controversy between or among the Sub-Advisor and/or parties agree as follows: All of the Advisor and/or the Client arising out of or relating Parties to this Agreement shall be settled are giving up the right to sue each other in court, including the right to a trial by confidential jury, except as provided by the rules of the arbitration before forum in which the claim is filed. Arbitration awards are generally final and binding; a Party’s ability to reverse or modify an arbitration award is very limited. The ability of the Parties to obtain documents, witness statements and other discovery is generally more limited in accordance arbitration than in court proceedings. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date. The panel of arbitrators typically will include a minority of arbitrators who were or are affiliated with the securities industry. The rules then of some arbitration forums may impose time limits for bringing a claim in effect arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. The rules of the American Arbitration Association (arbitration forum in which the “AAA”) in the Cityclaim is filed, County and State of New York. Any arbitration hereunder shall be before at least three (3) arbitrators and the award of the arbitrators, or of a majority of themany amendments thereto, shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction. In the event that the dispute is a two-party dispute, each party to the dispute shall select one (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitratorincorporated into this Agreement. No Person person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (: i) the class certification is denied; (or ii) the class action is decertified; or (or iii) the Advisor and/or the Client, as applicable, client is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement, Agreement except to the extent stated herein. . With respect to controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (band/or any other agent) Nothing in under this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter concerning matters involving alleged violations of the arbitrationInvestment Advisers Act of 1940 ("Investment Advisers Act") or applicable state investment advisory laws, it is understood that the Securities and Exchange Commission and various state securities regulatory agencies believe that an agreement to submit disputes to arbitration does not constitute a waiver of any rights provided under the Investment Advisers Act or applicable state investment advisory laws, including the right to choose a forum, whether by arbitration or adjudication, in which to seek the resolution of disputes. It is agreed that all controversies or disputes which may arise between you and Introducing Firm, RIA, Clearing Firm and any Sub-Advisor (and/or any other agent), (collectively, "us") concerning any transaction or the construction, performance or breach of this Agreement or any other agreement between us, whether entered into prior to, on, or subsequent to the date of this Agreement, including any controversy concerning whether an issue is arbitrable, shall be determined by arbitration conducted before, and only before, an arbitration panel set up by the Financial Industry Regulatory Authority, ("FINRA"), in accordance with its arbitration procedures. Any of the parties hereto us may bring initiate arbitration by summary proceedings an action in court to compel filing a written claim with XXXXX. Any arbitration of any dispute under this Agreement will be conducted pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction Federal Arbitration Act and the Laws of the federal and state courts in the State of New York. Each party agrees The state or federal statute of limitations, statute of repose, non-claim statute or any other time bar that service would be applicable to any claim filed in a court of process may competent jurisdiction shall be made on such party at the address set forth applicable to any claim filed in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniensarbitration.

Arbitration Disclosures. i. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESTHE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. ii. • EXCEPT AS PROVIDED BELOW, IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. iii. • PRE-DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGSDISCOVERY IN COURT. iv. • THE ARBITRATORS’ AWARD IS ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. • THE . v. A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. vi. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. a. Any claim or controversy (a"Dispute") Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to the Loan, the Collateral, the Loan Documents, Section 9.7 Governing Law, this Agreement arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Agreements"), and including but not limited to a Dispute based on or arising from an alleged tort, shall at the request of any party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association (the “AAA”"Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this Loan Agreement or Related Agreements. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the parties. b. The arbitration proceedings shall be conducted in a city mutually agreed by the parties. Absent such an agreement, arbitration will be conducted in Salt Lake City, Utah or such other place as may be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within one hundred fifty (150) days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Loan Agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any party: (i) consolidate in a single arbitration proceeding any other claim arising out of the same transaction involving another party that is substantially related to the Dispute where that other party to that transaction that is bound by an arbitration clause with Lender, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral and (ii) consolidate or administer multiple arbitration hereunder claims or controversies as a class action in accordance with the provisions of Rule 23 of the Federal Rules of Civil Procedure. c. The arbitrator(s) shall be before selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least three one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing party recovery of all costs and fees (3) arbitrators including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. d. Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute shall select one following limitation: the arbitration award is binding upon the parties only if the amount does not exceed four million dollars (1$4,000,000.00); if the award exceeds that limit, any party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) arbitrator and days following the two arbitrators then selected shall select date of the third arbitrator. In the event arbitration award; if such a demand is not made within that the dispute is a three-party disputetime period, the Client shall select one (1) arbitrator on behalf amount of the Client arbitration award shall be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and the Advisorcosts, the Sub-Advisor shall select one (1) arbitrator arbitration administration fees and then the aforementioned two arbitrators shall select the third arbitrator. costs, and arbitrator(s)' fees. e. No Person shall bring a putative or certified class action to arbitrationprovision of this arbitration clause, nor seek to enforce the exercise of any pre-dispute arbitration agreement against rights hereunder, shall limit the right of any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class untilparty to: (i) the class certification is deniedjudicially or non-judicially foreclose against any real or personal property collateral or other security; (ii) the class action is decertifiedexercise self-help remedies, including but not limited to repossession and setoff rights; or (iii) obtain from a court having jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before or after initiation of an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration, and any claim or controversy related to the exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any party may initiate arbitration with the Administrator. If any party desires to arbitrate a Dispute asserted against such party in a complaint, counterclaim, cross-claim, or third-party complaint thereto, or in an answer or other reply to any such pleading, such party must make an appropriate motion to the trial court seeking to compel arbitration, which motion must be filed with the court within forty-five (45) days of service of the pleading, or amendment thereto, setting forth such Dispute. If arbitration is compelled after commencement of litigation of a Dispute, the party obtaining an order compelling arbitration shall commence arbitration and pay the Administrator's filing fees and costs within forty-five (45) days of entry of such order. f. Notwithstanding the applicability of any other law to this Loan Agreement, except the arbitration clause, or Related Agreements between or among the parties, the Federal Arbitration Act, 9 U.S.C. ss. 1 et. seq., shall apply to the extent stated hereinconstruction and interpretation of this arbitration clause. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and effect. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. A. ARBITRATION IS FINAL AND BINDING ON ALL PARTIES. • EXCEPT AS PROVIDED BELOW, THE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. B. IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. • PRE-. C. DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. • THE ARBITRATORS’ AWARD IS DISCOVERY IN COURT. D. ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. • THE . E. A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. F. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION AGREEMENT G. Any claim or controversy (a"Dispute") Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client Parties, including but not limited to Disputes arising out of or relating to the Line of Credit, the Loan Documents, this Agreement Agreement, or any agreement, document, obligation or transaction contemplated by this Agreement, this paragraph 10 (the "Arbitration Agreement"), or any related agreements or instruments relating hereto or delivered in connection herewith (the "Related Documents"), and including but not limited to a Dispute based on or arising from an alleged tort, shall at the request of any Party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association ("the “AAA”Administrator"). The provisions of this Arbitration Agreement shall survive any termination, amendment, or expiration of this Agreement, the Loan Documents or the Related Documents. H. The arbitration proceedings shall be conducted in Salt Lake City, Utah, at a place to be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within one-hundred- fifty (150) days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any Party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Agreement, this Arbitration Agreement, the Loan Documents or the Related Documents, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily dismiss any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a Party must state as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any Party: (1) consolidate in a single arbitration proceeding any other claim or controversy involving another Party that is substantially related to the Dispute where that other Party is bound by an arbitration clause with the Lender, County such as borrowers, guarantors, sureties, and State owners of New York. Any collateral; (2) consolidate in a single arbitration hereunder shall be before at least three proceeding any other claim or controversy that is substantially similar to the Dispute; and (3) arbitrators and administer multiple arbitration claims or controversies as class actions in accordance with the award provisions of Rule 23 of the Federal Rules of Civil Procedure. I. The arbitrator(s) shall be selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall be knowledgeable in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least one of whom must be knowledgeable in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award recovery of all costs and fees (including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. J. Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute following limitation: the arbitration award is binding upon the parties only if the amount does not exceed four million dollars ($4,000,000.00); if the award exceeds that limit, any Party may demand the right to a court trial. Such a demand must be filed with the Administrator within thirty (30) days following the date of the arbitration award; if such a demand is not made within that time period, the amount of the arbitration award shall select one be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees. K. No provision of this Arbitration Agreement, nor the exercise of any rights hereunder, shall limit the right of any Party to: (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative judicially or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement non- judicially foreclose against any person who has initiated in court a putative class action; real or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: (i) the class certification is deniedpersonal property collateral or other security; (ii2) the class action is decertifiedexercise self-help remedies, including but not limited to repossession and setoff rights; or (iii3) obtain from a court having jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before initiation of or during an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration, and any claim or controversy related to the exercise of such rights shall be a Dispute to be resolved under the provisions of this Arbitration Agreement. L. Notwithstanding the applicability of any other law to this Agreement, except the Loan Documents, the Arbitration Agreement, or the Related Documents between or among the Parties, the Federal Arbitration Act, 9 U.S.C. ss. 1 et seq., shall apply to the extent stated hereinconstruction and interpretation of this Arbitration Agreement. (b) Nothing in this Agreement shall prevent a party from applying to a court of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the arbitration. Any of the parties hereto may bring by summary proceedings an action in court to compel arbitration of any dispute pursuant to this Agreement. For such purposes, each party consents to the personal jurisdiction of the federal and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non conveniens.

Arbitration Disclosures. 1. ARBITRATION IS FINAL AND BINDING ON ALL PARTIESTHE PARTIES AND SUBJECT TO ONLY VERY LIMITED REVIEW BY A COURT. 2. • EXCEPT AS PROVIDED BELOW, IN ARBITRATION THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES LITIGATE IN COURT, INCLUDING THE THEIR RIGHT TO A JURY TRIAL. 3. • PRE-DISCOVERY IN ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGSDISCOVERY IN COURT. 4. • THE ARBITRATORS’ AWARD IS ARBITRATORS ARE NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S IN THEIR AWARDS. THE RIGHT TO APPEAL OR TO SEEK MODIFICATION OF ARBITRATORS' RULINGS BY THE ARBITRATORS IS STRICTLY VERY LIMITED. 5. • THE A PANEL OF ARBITRATORS WILL TYPICALLY MIGHT INCLUDE A MINORITY OF ARBITRATORS AN ARBITRATOR WHO WERE IS OR ARE WAS AFFILIATED WITH THE SECURITIES BANKING INDUSTRY. 6. ARBITRATION WILL APPLY TO ALL DISPUTES BETWEEN THE PARTIES, NOT JUST THOSE CONCERNING THIS AGREEMENT. 7. IF YOU HAVE QUESTIONS ABOUT ARBITRATION, CONSULT YOUR ATTORNEY OR THE AMERICAN ARBITRATION ASSOCIATION. Any claim or controversy (a"Dispute") Any controversy between or among the Sub-Advisor and/or the Advisor and/or the Client parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to this Agreement agreement, this arbitration provision ("arbitration clause"), or any related agreements or instruments relating hereto or delivered in connection herewith ("Related Agreements"), and including, but not limited to, a Dispute based on or arising from an alleged tort, shall at the request of any party be settled resolved by confidential binding arbitration before and in accordance with the applicable arbitration rules then in effect of the American Arbitration Association (the “AAA”"Administrator"). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this agreement or Related Agreements. The provisions of this arbitration clause shall supersede any prior arbitration agreement between or among the parties. The arbitration proceedings shall be conducted in a city mutually agreed by the parties. Absent such an agreement, arbitration will be conducted in Denver, Colorado or such other place as may be determined by the Administrator. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)' award issued within 150 days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this agreement, this arbitration clause, or Related Agreements, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must slate as a counterclaim in the Cityarbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute. The arbitrator(s) may in the arbitrator(s)' discretion and at the request of any party: (1) consolidate in a single arbitration proceeding any other claim arising out of the same transaction involving another party to that transaction that is bound by an arbitration clause with Lender, County such as borrowers, guarantors, sureties, and State owners of New Yorkcollateral; and (2) consolidate or administer multiple arbitration claims or controversies as a class action in accordance with the provisions of Rule 23 of the Federal Rules of Civil Procedure. Any arbitration hereunder The arbitrator(s) shall be before selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three arbitrators, at least three one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing party recovery of all costs and fees (3) arbitrators including attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of the arbitratorsinjunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the appointment of a majority of them, shall be final, and judgment receiver. Judgment upon the an arbitration award rendered may be entered in any court, state or federal, court having jurisdiction. In the event that the dispute is a two-party dispute, each party subject to the dispute following limitation: the arbitration award is binding upon the parties only if the amount does not exceed Four Million Dollars ($4,000,000); if the award exceeds that limit, any party may demand the right to a court trial. Such a demand must be filed with the Administrator within 30 days following the date of the arbitration award; if such a demand is not made within that time period, the amount of the arbitration award shall select one be binding. The computation of the total amount of an arbitration award shall include amounts awarded for attorneys' fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees. No provision of this arbitration clause, nor the exercise of any rights hereunder, shall limit the right of any party to: (1) arbitrator and the two arbitrators then selected shall select the third arbitrator. In the event that the dispute is a three-party dispute, the Client shall select one (1) arbitrator on behalf of the Client and the Advisor, the Sub-Advisor shall select one (1) arbitrator and then the aforementioned two arbitrators shall select the third arbitrator. No Person shall bring a putative judicially or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement nonjudicially foreclose against any person who has initiated in court a putative class action; real or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class until: (i) the class certification is deniedpersonal property collateral or other security; (ii2) the class action is decertifiedexercise self-help remedies, including but not limited to repossession and setoff rights; or (iii3) obtain from a court having jurisdiction thereover any provisional or ancillary remedies including but not limited to injunctive relief, foreclosure, sequestration, attachment, replevin, garnishment, or the Advisor and/or the Client, as applicable, is excluded from the class by the courtappointment of a receiver. Such forbearance rights can be exercised at any time, before or after initiation of an arbitration proceeding, except to enforce an agreement the extent such action is contrary to arbitrate the arbitration award. The exercise of such rights shall not constitute a waiver of the right to submit any rights under this AgreementDispute to arbitration, except and any claim or controversy related to the extent stated herein. (b) Nothing exercise of such rights shall be a Dispute to be resolved under the provisions of this arbitration clause. Any party may initiate arbitration with the Administrator. If any party desires to arbitrate a Dispute asserted against such party in this Agreement shall prevent a complaint, counterclaim, crossclaim, or third-party from applying complaint thereto, or in an answer or other reply to a any such pleading, such party must make an appropriate motion to the trial court seeking to compel arbitration, which motion must be filed with the court within 45 days of law for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter service of the arbitrationpleading, or amendment thereto, setting forth such Dispute. Any If arbitration is compelled after commencement of litigation of a Dispute, the party obtaining an order compelling arbitration shall commence arbitration and pay the Administrator's filing fees and costs within 45 days of entry of such order. Failure to do so shall constitute an agreement to proceed with litigation and waiver of the parties hereto may bring right to arbitrate. In any arbitration commenced by summary proceedings an action in court a consumer regarding a consumer Dispute, Vectra Bank Colorado, National Association shall pay one half of the Administrator's filing fee, up to compel arbitration $250. Notwithstanding the applicability of any dispute pursuant other law to this Agreement. For such purposesagreement, each party consents the arbitration clause, or Related Agreements between or among the parties, the Federal Arbitration Act, 9 U.S.C. 5 1 m., shall apply to the personal jurisdiction construction and interpretation of the federal this arbitration clause. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and state courts in the State of New York. Each party agrees that service of process may be made on such party at the address set forth in Section 24. Each party waives any objection to the service of process so made or to jurisdiction or venue in such courts including, without limitation, any objection based on the grounds of forum non convenienseffect."