Common use of Arbitration Procedures Clause in Contracts

Arbitration Procedures. Within 20 business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association (“AAA”) before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place (“the Panel”). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court of agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the appointment Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the arbitrator, Member shall deliver to basis for the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratordecision. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of conducting the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysproceeding, the arbitrator shall give directions regarding not apply the further procedural steps Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within 15 days of receiving the requesting party’s notice. The granting or denial of such request will be in the arbitrationsole discretion of the arbitrator who shall notify the parties of his/her decision within 20 days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, including and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any production court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of documentsappeal provided by the FAA. However, any examinations for discoveryparty can appeal that award to a three-arbitrator panel administered by the same arbitration organization, and the time and place which shall consider anew any aspect of the first hearinginitial award objected to by the appealing party. Member and The appealing party shall have 30 days from the Exchange date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be present at each hearing filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within 120 days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall produce, in advance of the first hearing, any be final and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorbinding.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place (the "Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the Claim arose, or federal law, or both, as applicable to the Exchange Claim(s) asserted. The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency; shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following In the appointment event of any unresolved dispute between Parent and W or TCP regarding the termination of the arbitratorGovernance Agreement as a result of an Article IV Breach, Member Parent and, as applicable, W or TCP (W or TCP, the “Disputing Holder Group”) shall deliver jointly submit such dispute to binding arbitration in New York, New York, or such other location as mutually agreed upon by Parent and W, in accordance with the Exchange Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution (the “CPR”). Each of Parent and the Disputing Holder Group shall select one arbitrator. If either party fails to make a selection, the CPR shall select one arbitrator on behalf of such party. The two arbitrators so selected will choose within 20 days after their selection a statement third arbitrator (or, if they fail to make choice, the CPR shall choose a third arbitrator). All three arbitrators (the “ComplaintArbitrators”) concisely setting forth the facts shall be neutral arbitrators and law upon which it relies and the relief or remedy soughtsubject to CPR Rules. Within 20 business days following receipt of the ComplaintIn connection with any such arbitration, the Exchange following rules shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later ofapply: (i) delivery each of Parent and the Disputing Holder Group shall furnish to the Arbitrators such documents and information as the Arbitrators may reasonably request and will be afforded the opportunity to present to the Arbitrators any material relevant to the existence of any material breach by Parent of any material provision of Article IV of the Answer Governance Agreement and whether Parent has cured such breach within 30 days after the receipt by Parent of written notice of such breach from the ExchangeDisputing Holder Group; and (ii) delivery each of Parent and the Disputing Holder Group shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (iii) pre-hearing discovery shall be limited to exchange or production of documents; (iv) the Arbitrators shall have the authority to resolve any discovery disputes and to invoke an action to cease or permit further discovery; (v) each party shall have the right to a written transcript made of the arbitration proceedings and submit a post-hearing brief within 20 days after the conclusion of the arbitration hearing; (vi) the Arbitrators shall have no power or authority, under the CPR Rules or otherwise, to (A) modify or disregard any provision of the Governance Agreement, including this Annex B, or (B) address or resolve any issue other than the dispute submitted to such arbitration. The agreed upon decision of any reply two of the Arbitrators shall constitute the binding decision of the arbitration panel with respect to the Answer dispute (the “Arbitration Decision”). The Arbitration Decision shall be in writing and made available to both Parent and the Disputing Holder Group. Such decision need not state the reasoning of the Arbitrators in reaching their decision. The Arbitrators shall conduct the arbitration so that the Arbitration Decision is made or rendered as soon as practicable, but in no event later than 30 days after the submission of the post-hearing briefs nor later than 30 days following the completion of the hearing, unless either period is reduced or extended by Memberagreement of the parties, or by the Arbitrators for cause. The Arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys’ fees, disbursements, and fees and expenses of the Arbitrators and CPR, to the prevailing party as the Arbitrators see fit. Any amount awarded in either case, Member or the Exchange may, upon notice final decision of the Arbitrators shall be paid by the party responsible therefor to the other party and within 10 business days of rendering the arbitrator, request Arbitrators’ Decision. Each party shall have the arbitrator right to give directions and make any order which is, in enforce the discretion decision of the arbitrator, reasonable regarding Arbitrators in any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorjudicial proceeding.

Arbitration Procedures. Within 20 business days following The parties to this Sublease will initially attempt to agree upon the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the DecisionFair Market Rent. If the Exchange fails they have been unable to deliver an Answer within such 20-business day periodso agree, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member then either party may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer request by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon written notice to the other party ("Arbitration Request") that the matter be determined by binding arbitration by a sole MAI appraiser/arbitrator acceptable to both parties, or, failing that, an arbitration board consisting of three reputable MAI appraisers who are recognized experts regarding land and the leasing values in Western Massachusetts. Absent agreement as to a sole appraiser/arbitrator, request one arbitrator will be appointed by each party, and each such arbitrator will have no material financial or other business interest in common with the party selecting such arbitrator. If a party fails to appoint an arbitrator and notify the other party of such appointment within thirty (30) days after the Arbitration Request is made, then the arbitrator that was appointed by the other party within such 30-day period will be the sole arbitrator. If two arbitrators are properly appointed and such first two arbitrators are unable to give directions and make any order which is, in agree on a third arbitrator within thirty (30) days after the discretion appointment of the second arbitrator, reasonable regarding then such third arbitrator will be appointed by the presiding judge of the Berkshire County Superior Court, or by any procedural matters which properly should person to whom such presiding judge formally delegates the matter, or, if such methods of appointment fail, by JAMS Endispute of Boston, Massachusetts. If the arbitration is conducted by a sole arbitrator, such sole arbitrator will render his or her determination of the Fair Market Rate applicable during the period in question to the parties by the thirtieth (30th) day after the Arbitration Request was made. If the arbitration is conducted by three arbitrators, each arbitrator will submit his or her determination(s) of the Fair Market Rate applicable during the period in question in a sealed envelope by the thirtieth (30th) day following appointment of the last arbitrator, and any determinations not submitted by such time shall be resolved before the arbitrator proceeds further, including, without limitationdisregarded. In such cases, the amendment parties will meet on such thirtieth (30th) day (or if it is not a business day, on the first business day thereafter) at the Xxxxx Town Xxxx, or such other place as the parties may agree, and simultaneously deliver the determinations. If the determinations of any pleadingsat least two of the arbitrators are identical in amount, such amount will be deemed the decision of the arbitrators. If the determination of the three arbitrators are different in amount, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination decision as to the manner in which evidence shall Fair Market Rent will be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms independently determined as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.follows:

Arbitration Procedures. Within 20 business days following The arbitrator conducting any arbitration shall be bound by the appointment provisions of this Lease and shall not have the arbitratorpower to add to, Member subtract from, or otherwise modify such provisions. Landlord and Tenant agree to sign all documents and to do all other things necessary to submit any such matter to arbitration and further agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder which shall deliver be binding and conclusive on the parties and shall constitute an "award" by the arbitrator within the meaning of applicable Requirements of Law. Discovery shall be permitted in connection with the arbitration only to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseextent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. Unless the parties agree otherwise in writing, and consistent with the FOI Policy, the parties, the arbitrators and JAMS shall treat the proceedings, any related discovery and the decisions of the arbitrators as confidential. Subject to the Answerterms of the immediately preceding sentence, the parties may disclose the existence, content, or results of the arbitration in accordance with the JAMS Rules, applicable professional standards and Requirements of Law. Within 10 business days after Judgment may be had on the later decision and award of the arbitrator so rendered in any court of competent jurisdiction. Each arbitrator shall be a qualified, disinterested and impartial person who shall have had at least ten (10) years' experience in New York City in a calling connected with the matter of the dispute. Landlord and Tenant shall each have the right to appear and be represented by counsel before said arbitrator and to submit such data and memoranda in support of their respective positions in the matter in dispute as may be reasonably necessary or appropriate in the circumstances. Notwithstanding anything herein to the contrary, (x) the arbitrator conducting any arbitration pursuant to the terms of this Article 36 shall be required to determine the successful party in any such arbitration and to select either the amount or item (as the case may be) proposed by Landlord or the amount or item (as the case may be) proposed by Tenant with respect to each amount or item (as the case may be) that shall be in dispute, based on which amount or item (as the case may be) he (or they, as the case may be) determines is closer to the correct determination thereof (i.e., if there are three (3) disputed items, the arbitrator shall select either the disputed item proposed by Landlord or the disputed item proposed by Tenant with respect to each of such three (3) disputed items, but the arbitrator shall not be obligated to select either all three (3) disputed items proposed by Landlord or all three (3) disputed items proposed by Tenant), (y) in connection with any arbitration proceeding pursuant to the terms of this Article 36, the unsuccessful party in such proceeding shall pay (1) to the successful party all out-of: -pocket fees and expenses, including reasonable attorneys' fees, incurred by the successful party in connection with such proceeding and (2) the fees and expenses of the arbitrator conducting any arbitration (it being agreed that if there are multiple disputed items and the arbitrator shall select disputed items proposed by both Landlord and Tenant, the arbitrator may determine the percentage of the fees and expenses of the successful party and the arbitrator to be paid by the unsuccessful party) and (z) except as may be otherwise agreed to in writing by the parties, Landlord and Tenant agree that (i) delivery of the Answer arbitrators may not award or recommend any damages to be paid by the Exchange; either party and (ii) delivery in no event shall either party be liable for, nor be entitled to recover, any damages. Pending a final determination pursuant to such arbitration, Tenant shall continue to pay to Landlord the amount of Fixed Rent and Recurring Rent due during the last Lease Year of the initial Term. In the event it is determined in connection with the resolution of such dispute that Tenant has overpaid any sum, Landlord shall promptly, at Landlord's election, either refund or credit such overpaid amount to Tenant without interest, or, if no further Rent is payable under this Lease, Landlord shall promptly refund such overpaid amount without interest to Tenant. In no event whatsoever shall any determination of invalidity or unenforceability of any reply term be construed as precluding either party from seeking enforcement of, or appropriate remedies with respect to, the other terms, conditions or provisions of this Lease. Any arbitration proceeding hereunder shall be subject to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion terms of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorArticle 36 hereof.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or 8 9 agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following Avnet and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association (“AAA”) before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place (“the Panel”). The arbitration shall take place in or near the city in which I am or was last employed by Avnet. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS Avnet and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; INTERSTATE COMMERCE I understand and (ii) delivery of any reply to the Answer by Member, agree that Avnet is engaged in either case, Member or the Exchange may, upon notice to the other party transactions involving interstate commerce and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following In the appointment event of any unresolved dispute between Parent and W, MC, CL, N or CN regarding the termination of the arbitratorGovernance Agreement as a result of an Article III Breach, Member Parent and, as applicable, W, MC, CL, N or CN (such Holders, collectively, the “Disputing Holder group”) shall deliver jointly submit such dispute to the Exchange binding arbitration in New York, New York, or such other location as mutually agreed upon by Parent and the Disputing Holder group, in accordance with the Rules for Non-Administered Arbitration of the CPR Institute for Dispute Resolution (the “CPR”). Each of Parent and the Disputing Holder group shall select one arbitrator. If either party fails to make a selection, the CPR shall select one arbitrator on behalf of such party. The two arbitrators so selected will choose within 20 days after their selection a statement third arbitrator (or, if they fail to make choice, the CPR shall choose a third arbitrator). All three arbitrators (the “ComplaintArbitrators”) concisely setting forth the facts shall be neutral arbitrators and law upon which it relies and the relief or remedy soughtsubject to CPR Rules. Within 20 business days following receipt of the ComplaintIn connection with any such arbitration, the Exchange following rules shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later ofapply: (i) delivery each of Parent and the Disputing Holder group shall furnish to the Arbitrators such documents and information as the Arbitrators may reasonably request and will be afforded the opportunity to present to the Arbitrators any material relevant to the existence of any material breach by Parent of any material provision of Article III of the Answer Governance Agreement and whether Parent has cured such breach within 30 days after the receipt by Parent of written notice of such breach from the ExchangeDisputing Holder group; and (ii) delivery each of Parent and the Disputing Holder group shall have the right to have counsel represent such party at the arbitration hearing and in pre-arbitration proceedings; (iii) pre-hearing discovery shall be limited to exchange or production of documents; (iv) the Arbitrators shall have the authority to resolve any discovery disputes and to invoke an action to cease or permit further discovery; (v) each party shall have the right to a written transcript made of the arbitration proceedings and submit a post-hearing brief within 20 days after the conclusion of the arbitration hearing; (vi) the Arbitrators shall have no power or authority, under the CPR Rules or otherwise, to (A) modify or disregard any provision of the Governance Agreement, including this Annex B, or (B) address or resolve any issue other than the dispute submitted to such arbitration. The agreed upon decision of any reply two of the Arbitrators shall constitute the binding decision of the arbitration panel with respect to the Answer dispute (the “Arbitration Decision”). The Arbitration Decision shall be in writing and made available to both Parent and the Disputing Holder group. Such decision need not state the reasoning of the Arbitrators in reaching their decision. The Arbitrators shall conduct the arbitration so that the Arbitration Decision is made or rendered as soon as practicable, but in no event later than 30 days after the submission of the post-hearing briefs nor later than 30 days following the completion of the hearing, unless either period is reduced or extended by Memberagreement of the parties, or by the Arbitrators for cause. The Arbitrators shall award the costs and expenses of the arbitration, including reasonable attorneys’ fees, disbursements, and fees and expenses of the Arbitrators and CPR, to the prevailing party as the Arbitrators see fit. Any amount awarded in either case, Member or the Exchange may, upon notice final decision of the Arbitrators shall be paid by the party responsible therefor to the other party and within 10 business days of rendering the arbitrator, request Arbitrators’ Decision. Each party shall have the arbitrator right to give directions and make any order which is, in enforce the discretion decision of the arbitrator, reasonable regarding Arbitrators in any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorjudicial proceeding.

Arbitration Procedures. Within 20 business days following The Company and I agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Rules & Procedures (the appointment “JAMS Rules”), which are available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/. Arbitration may be initiated using JAMS’ Demand for Arbitration form (the “Demand”), and submitting a copy of it to JAMS. A copy of the arbitratorDemand form may be requested from JAMS or found on its website, Member shall deliver xxxxx://xxx.xxxxxxx.xxx/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. Any arbitration procedure must be demanded or initiated within the same period of time that a civil action or administrative claim based on the Covered Claim could be commenced. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. I agree to provide written notice of any claim by email to the Exchange Company’s Counsel Team at xxxxx@xxxxxxxx.xxx. Written notice of any claim by the Company will be mailed to my last known address. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The Company and I agree that any arbitration under this Arbitration Agreement shall be submitted before a single arbitrator and conducted in San Francisco County or the site of the closest JAMS office to my most recent primary place of employment for the Company. The Company and I will attempt to agree upon an arbitrator within twenty-one (21) calendar days of notice to the non-initiating Party of the Demand. If the Parties are not able to agree upon a neutral arbitrator within that timeframe, the arbitrator will be selected pursuant to JAMS’ Employment Rules & Procedures. The arbitrator must follow substantive state or federal law (and the laws of remedies, if applicable) as applicable to the claim(s) asserted. The Parties will be entitled to conduct reasonable discovery and the arbitrator a statement (a “Complaint”) concisely setting forth will have the facts and law upon which it relies and the relief or remedy soughtauthority to determine what constitutes reasonable discovery. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and The Parties agree that the arbitrator a response (an “Answer”) shall have the power to decide any motions brought by any Party to the Complaint concisely setting forth its position arbitration, including motions for summary judgment and/or adjudications, motions to dismiss and demurrers. The arbitrator may award only those remedies in law or equity which are requested by the facts Parties, allowed by law, and law upon which it relies supporting would have been available had the Decisionmatter been heard in court. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall The arbitrator’s decision must be deemed to have admitted the allegations in writing and contain findings of fact alleged in and conclusions of law on the Complaint issues submitted by the Parties. The arbitrator will not decide any issue not submitted. The Company and have accepted Member’s entitlement to I agree that the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and decree or award rendered by the arbitrator may be entered as a reply final and binding judgment in any court having proper jurisdiction to the Answer concisely setting forth its responsecompel arbitration under this Arbitration Agreement, if anyand to confirm, modify, vacate or enforce an arbitration award, to the Answerextent permitted by applicable law. Within 10 business days after The Company agrees that it will pay for any administrative or hearing fees charged by the later of: (i) delivery arbitrator or JAMS except that I shall pay any filing fees associated with any arbitration that I initiate, but only so much of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, filing fees as I would have paid had I filed a complaint in the discretion of federal or state court in the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner jurisdiction in which evidence shall be presented to the arbitratorCovered Claim arose, whichever is less. In making Each Party is responsible for their own attorney fees and costs in any order arbitration proceeding. However, if any Party prevails on a statutory claim which affords the prevailing Party attorney’s fees and costs, or giving any direction in respect of any procedural matterif there is a written agreement providing for such attorney’s fees and costs, the arbitrator may impose award reasonable attorney’s fees and costs to the prevailing Party. Any dispute as to the reasonableness of any fee or cost shall be resolved by the arbitrator. The arbitrator, and not any court or governmental agency, shall have the exclusive authority to resolve any controversy, dispute, or claim relating to the interpretation, enforceability or formation of the Arbitration Agreement, consistent with applicable law. The decision of the arbitrator will be final and binding on the Parties and cannot be reviewed for error of fact or law of any kind, except as required by applicable law. If the JAMS Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern unless such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratornot enforceable under applicable law.

Arbitration Procedures. ‌ Within 20 business fourteen (14) calendar days following after the appointment matter has been submitted to arbitration, a representative of the Employer and the Labor Council shall meet to select an arbitrator from a list of mutually agreed to arbitrators. If the parties are unable to agree on an arbitrator within fourteen (14) calendar days after such meeting, the parties shall request Federal Mediation and Conciliation Service to submit a list of seven (7) by alternate strikes by the Employer representative and the Labor Council. The Employer and the Labor Council shall flip a coin to determine who strikes first. The person whose name remains on the list shall be the arbitrator, Member provided that either party before striking any names shall deliver have the right to reject one (1) panel of arbitrators. The Arbitrator shall be notified of their selection by a joint letter from the Employer and the Labor Council. Such letter shall request the Arbitrator to set a time and a place for the hearing subject to the Exchange availability of the Employer and the arbitrator Illinois Fraternal Order of Police Labor Council representative and shall be notified of the issue where mutually agreed by the parties. All hearings shall be held in the City of Oregon, Illinois unless otherwise agreed to. Both parties agree to make a good faith attempt to arrive at a joint statement (a “Complaint”) concisely setting forth the of facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver issues to Member and the arbitrator a response (an “Answer”) be submitted to the Complaint concisely setting forth its position and arbitrator. The Employers or Labor Council shall have the facts and law upon which it relies supporting the Decision. If the Exchange fails right to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in require the discretion presence of witnesses and/or documents. Each party shall bear the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment expense of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and its witnesses. Once a determination as to is made that the manner in which evidence shall matter is arbitral or if such preliminary determination cannot be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysreasonably made, the arbitrator shall give directions regarding then proceed to determine the further procedural steps in merits of the arbitration, including any production dispute. The expenses and fees of documents, any examinations for discovery, arbitration shall be shared equally by the Employers and the time Labor Council. Costs of arbitration shall include the arbitrator's fees, room cost and place transcription costs. Nothing in this Article shall preclude the Employers and Labor Council from agreeing to use expedited arbitration procedures. The decision and award of the first hearing. Member and the Exchange arbitrator shall be present at each made within forty-five (45) calendar days following the hearing and shall producebe final and binding on the Employers, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member Labor Council and the Exchange employee or employees involved. The Employers and the Labor Council agree to abide by the uniform Arbitration Act. The arbitrator shall have an opportunity no power to make oral submissions amend, modify, nullify, ignore, add to or subtract from the arbitratorprovisions of this Agreement.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The 8 Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Any arbitration commenced pursuant to the terms of this Agreement, shall be conducted under and governed by the Commercial Arbitration Rules of the American Arbitration Association (or the rules of the American Arbitration Association that may replace the Commercial Arbitration Rules) and the Federal Arbitration Act by a single qualified arbitrator mutually agreed upon by the Parties. The Arbitrator shall be a retired State Superior Court or Federal Court Judge. A judgment on the award may be entered in any Court having jurisdiction. All arbitration hearings shall begin within ninety (90) days of the demand for arbitration and all hearings shall be concluded within one hundred twenty (120) days of the demand for arbitration. Within 20 three (3) business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaintdemand for arbitration, the Exchange Parties shall deliver exchange names of proposed arbitrators and proceed in good faith to Member and the arbitrator a response (expeditiously agree on an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionarbitrator. If the Exchange fails Parties are unable to deliver agree on the arbitrator within ten (10) days of the demand for arbitration, they shall each submit the names of no more than three arbitrators to the American Arbitration Association and request that the American Arbitration Association promptly appoint an Answer within such 20arbitrator from among those named. These time limits may not be extended unless a Party shows cause for the extension and then for no more than a period of sixty (60) days. The expedited procedures set forth at Rule 51 et. seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000. The Parties do not waive applicable Federal or State substantive law except as provided herein. Any questions as to the arbitrability of any dispute, including any questions as to the satisfaction of any pre-business day periodconditions to arbitration, shall be decided by the arbitrator. Deleted: ¶ Notwithstanding the preceding binding arbitration provisions, the Exchange shall be deemed Parties agree to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answerpreserve, Member without diminution, certain remedies that any Party may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days exercise before or after the later ofarbitration proceeding is brought. The Parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) delivery all rights of the Answer by the Exchangeself-help, including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property, (ii) obtaining provisional or ancillary remedies in aid of arbitration, including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing and involuntary bankruptcy proceeding; and (iiiii) delivery when applicable, a judgment by confession of any reply to the Answer by Member, in either case, Member judgment. Each Party agrees that it shall not have a remedy of punitive or the Exchange may, upon notice to exemplary damages against the other party in any dispute and the arbitrator, request the arbitrator hereby waives any right or claim to give directions and make any order punitive or exemplary damages it may have now or which is, may arise in the discretion of future in connection with any dispute, whether the arbitrator, reasonable regarding any procedural matters which properly should be dispute is resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination arbitration or written interrogatories, and a determination as judicially. The Parties acknowledge that by agreeing to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the binding arbitration, including they have irrevocably waived any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that right they intend may have to show a jury trial with regard to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratora dispute.

Arbitration Procedures. Within 20 business days following In the appointment event of the arbitratorany Material Disagreement, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, either Member may deliver a Notification to other Member specifying in reasonable detail, the basis for the Material Disagreement and requesting that such matter be submitted for arbitration. Such Material Disagreement shall be submitted to binding arbitration in New York, New York, administered by the American Arbitration Association (the “AAA”) in accordance with AAA’s commercial arbitration rules pursuant to the Exchange and the arbitrator a reply expedited procedures provisions thereof (to the Answer concisely setting extent not inconsistent with the procedures set forth its responsebelow). Any determination reached as a result of such arbitration shall be final and binding on the Members, if anyand shall be enforceable by any court having jurisdiction over the Member against whom enforcement is sought. The Members shall jointly request AAA to provide a list of approved arbitrators and each of Westfield and CBL shall select an arbitrator from the approved list provided by AAA, such selection to the Answer. Within 10 business days after the later of: (i) delivery of the Answer be made by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice notification to the other party given in writing within 10 days of the date such list is received from AAA (and the costs of such arbitrator shall be borne by the Member selecting the same except as otherwise provided). Failure of either Member to give Notification of its selection shall cause the single arbitrator selected by the other Member to be the sole arbitrator in connection with the applicable dispute hereunder. If each of Westfield and CBL designates an arbitrator, request then within 10 days after both arbitrators have been so designated, such arbitrators shall designate a 3rd arbitrator from an AAA approved list (such arbitrator, or the sole arbitrator pursuant to give directions the preceding sentence, the “Final Arbitrator”}. The Final Arbitrator shall be the sole arbitrator of the dispute and make any order which isthe decision of such Final Arbitrator hereunder shall be conclusive. Within 10 days of the designation of the Final Arbitrator, each Member shall submit to the Final Arbitrator a detailed proposal for a final determination of the Material Disagreement. Failure of Member to submit its proposal during such 10 day period shall result in the discretion binding approval of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before proposal submitted by the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination other Member. The Final Arbitrator shall conduct such discovery as he or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratorshe may deem appropriate. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion Within 30 days of the arbitration in receipt of each of Member’s proposal for a timely manner. If neither the Exchange nor Member requests directions as provided abovefinal determination, within an additional 10 business days, the arbitrator me Final Arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discoverymake its final determination, and the time and place determination of the first hearing. Member and Final Arbitrator made in accordance with the Exchange procedure provided above shall be present at each hearing conclusively binding upon the Members and shall produce, have the same force and effect as a judgment made in advance a court of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcompetent jurisdiction.

Arbitration Procedures. Within 20 business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that respect the subject matter of the disputethat they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business If the negotiations pursuant to paragraph (b) do not resolve the Arbitrable Dispute within thirty (30) days following the appointment of the arbitratorinitial written request, Member or such extended time period as the parties may agree in writing, the Arbitrable Dispute shall deliver be submitted to binding arbitration pursuant to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt Commercial Arbitration Rules of the ComplaintAmerican Arbitration Association (the "Rules"), except that the Exchange selection of the arbitrator(s) shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionbe as provided herein. If the Exchange fails Arbitrable Dispute relates to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matterfinancial matters, the arbitrator may impose such terms as are reasonable in order shall be a partner of a "Big Six" accounting firm (1) which has not performed services for any party to ensure this agreement or any affiliate of any party for a period of five years immediately preceding the completion of date the arbitration in a timely manner. If neither the Exchange nor Member requests directions dispute is submitted for negotiation, as provided above, within an additional 10 and (2) the designated partner of which has substantial experience in financial matters related to real property, leases and construction. If the dispute does not involve financial matters, the arbitrator shall be a retired judge. If the dispute involves both financial and legal matters, then there shall be two arbitrators. The two arbitrators shall make only one decision. The party initiating the arbitration shall specify in writing the subject matter of the dispute. Within ten (10) business days, the other party shall respond in writing, naming three (3) arbitrators for each class of arbitrator required. The other party shall give directions regarding select the further procedural steps in necessary arbitrator(s) from the arbitration, including any production of documents, any examinations for discovery, and the time and place names presented with ten (10) business days of the first delivery of the names of the potential arbitrators. If no timely response is made setting forth the names of the potential arbitrators or the selection from among them, the party who has not failed to respond shall be entitled to select the arbitrator(s). The arbitration shall commence within ten (10) business days following such a selection. All fees, charges and expenses of the arbitrator(s) shall be shared equally by the parties. Discovery shall be controlled by the arbitrator. All discovery shall be limited to requests or demands to produce documents. No oral depositions of another party shall be permitted. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration shall be held in Santa Barbara, California. Each party may submit a written brief of not more than fifteen (15) pages (excluding copies of documents or financial records). The arbitrator(s) shall rule on the Arbitrable Dispute by issuing a written opinion within fifteen, (15) days after the close of hearing. Member and the Exchange shall The times specified in this Section may be present at each hearing and shall produce, in advance extended upon mutual written agreement of the first hearing, parties or by the arbitrator(s) upon a showing of good cause. Judgment upon the award rendered by the arbitrator(s) may be entered in any and all records, books, documents, and papers that they intend court having jurisdiction. The decision of the arbitrator(s) shall not be subject to show appeal; the parties hereto each waive any rights to witnesses or otherwise rely upon in appeal the arbitration. Each decision of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorarbitrator(s).

Arbitration Procedures. Within 20 business days following The Company and Association agree that an Arbitration Board will be convened immediately to settle and determine those matters referred to it as matters not resolved by the parties in direct negotiation. The said Arbitration Board shall xxxxxx and determine the said matters referred to it during the operation of this Collective Agreement. The Arbitration Board shall consist of a nominee of the Company and a nominee of the Association; such nominees shall elect within seven (7)days of the appointment of the arbitratorsecond of them, Member a third person be Chairman. In the event the two nominees fail to agree upon a Chairman, the appointment of a Chairman shall deliver to be made forthwith by the Exchange Chief Justice of the Federal Court of Canada, Trial Division, upon request of either nominee. The nominees of the Company and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall Association must be deemed to have admitted the allegations of fact alleged conveyed in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party within seven (7)days of execution of this Agreement. The Board by its decision may alter, amend, change or delete the matters referred to it for settlement and determination. The Arbitration Board shall issue an award in writing and the arbitrator, request decision is final and binding upon the arbitrator to give directions Company and make any order which is, in the discretion Association and upon an employee affected by it. The decision of a majority is the award of the arbitratorBoard. It is agreed that the following matters are to be the only matters referred to the Arbitration Board and that those items listed below under Section shall be effective until altered, reasonable regarding any procedural matters which properly should amended, changed or deleted by the decision of the Board and those items listed under Section shall not be resolved before effective unless the arbitrator proceeds furtherBoard by its decision incorporates them into the Collective Agreement whether in their present form or in an altered, includingamended, without limitation, or changed form. Each party shall bear the amendment expenses of any pleadings, its respective nominee to the production of documents Board and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to two parties shall bear equally the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion expenses of the arbitration in Chairman. The parties are directed to those requests etc. which have not been resolved and which have been proposed to not have a timely mannerretroactive application. If neither the Exchange nor Member The parties are to list those requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, etc. which have not been resolved and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend which have been proposed to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratora retroactive application.

Arbitration Procedures. Within 20 business days following If CFCL elects to submit any question of cost or value of impairment to arbitration as contemplated in Section 7.1(b), it shall do so by notifying the appointment Purchaser of the arbitratorelection in writing together with an explanation, Member shall deliver in reasonable detail, of the question or questions to be determined in arbitration. Within fifteen (15) days after giving such notice, each of CFCL and Purchaser agrees to select and designate to the Exchange other in writing one reputable, disinterested individual having at least seven (7) years of commercial experience reasonably related to the matter in dispute and willing to act as an arbitrator of the dispute in question. If, for any reason, the Purchaser fails to notify CFCL of its selection of a qualifying arbitrator within the allotted time, then, if CFCL so elects, the second arbitrator shall be a statement (a “Complaint”) concisely setting forth person designated by the facts and law upon which it relies and President or another appropriate officer of the relief or remedy soughtAmerican Arbitration Association. Within 20 business fifteen (15) days following receipt after the foregoing selections have been made, the arbitrators so selected shall jointly select a third reputable individual having no affiliation with either of the Complaint, parties and willing to act as an arbitrator of the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisiondispute in question. If the Exchange fails first two arbitrators selected are unable or fail to deliver an Answer agree upon the third arbitrator within such 20-business day periodthe allotted time, the Exchange third arbitrator shall be deemed to have admitted selected by the allegations President, or another appropriate officer, of fact alleged the American Arbitration Association. The three arbitrators selected shall constitute the arbitration panel and the presentation of the parties in the Complaint arbitration proceeding shall be commenced and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business completed within sixty (60) days after the later of: (i) delivery selection of the Answer arbitration panel and the arbitration panel shall render its decision in writing within thirty (30) days after the completion of such presentations. The arbitrators shall have the discretion to order a pre-hearing exchange of information by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds furtherparties, including, without limitation, the amendment of any pleadings, the production of documents requested documents, exchanging of schedules of proposed witnesses and the need for examinations for discovery, either examination by way deposition of oral examination parties or written interrogatories, and a determination as to the manner in which evidence other persons. All issues regarding compliance with discovery requests shall be presented to decided by the arbitratorarbitrators. In making Any decision concurred in by any order or giving any direction in respect two (2) of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure arbitrators shall constitute the completion decision of the arbitration panel, and unanimity shall not be required. Any decision rendered by the arbitration panel shall be final and binding on the parties hereto, and judgment thereon may be entered by any state or federal court of competent jurisdiction. To the extent the dispute in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysquestion involves issues of law, the arbitrator arbitrators shall give directions regarding apply and be bound to follow the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place laws of the first hearing. Member and State of New York and, to the Exchange shall be present at each hearing and shall produceextent applicable, in advance the laws of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each United States of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorAmerica.

Arbitration Procedures. The Member calling for arbitration shall give written notice to all other Members, setting forth in such notice in adequate detail the nature of the dispute, the amount or amounts, if any, involved in such dispute and the remedy sought by such arbitration proceedings. Within 20 fifteen (15) business days from receipt of such notice any other Member may, by written notice to all Members, prepare its own statement of the matter at issue and set forth in adequate detail additional related matters or issues to be arbitrated. Thereafter, the Member first submitting its statement of the matter at issue shall have ten (10) business days in which to submit a rebuttal statement, copies of which shall be given to all Members. Within ten (10) business days following the appointment submission of the arbitratorrebuttal statement, Member shall deliver the Members who have prepared statements of the issue pursuant to Section A1 (the Exchange and the arbitrator a statement (a “ComplaintDisputing Members”) concisely setting forth shall meet for the facts purpose of selecting arbitrators. Each Disputing Member (or group of Disputing Members) representing one side of the dispute shall designate an arbitrator from the Energy Arbitrators’ List (“Energy Arbitrators’ List”) managed and law upon which it relies and administered by the relief or remedy soughtInternational Centre for Dispute Resolution, the international division of the American Arbitration Association. Within 20 The arbitrators so selected shall meet within fifteen (15) business days following receipt their selection and shall jointly select one additional arbitrator, for a total of three (3) arbitrators on the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionpanel. If the Exchange fails arbitrators selected by the Disputing Members, as herein provided, shall fail to deliver an Answer select such additional arbitrator within such 20-said fifteen (15) business day period, then the Exchange arbitrators shall take turns striking names from the Energy Arbitrators’ List and the last name remaining on said list shall be the additional arbitrator. The arbitrators shall be persons skilled and experienced in the field which gives rise to the dispute and no person shall be eligible for appointment as an arbitrator who is an officer, director, employee or otherwise owns, controls (whether by voting rights or otherwise) or is controlled by, any of the Members. Except as otherwise provided in this Attachment A, the arbitration shall be governed by the rules and practice of the American Arbitration Association (or the rules and practice of a similar organization if the American Arbitration Association should not at that time exist) from time to time in force. Discovery shall be permitted in accordance with the provisions of this Attachment A, Section A4 and the Federal Rules of Civil Procedure, as then in effect (“FRCP”). All decisions of the arbitrators regarding discovery are to be consistent with the principles of proportionality set forth in Rule 26(b)(2)(C) of the FRCP. The time allowed for discovery shall be set by the arbitrators, consistent with the expedited nature of arbitration and the principles of proportionality set forth in the FRCP. Documents to be produced shall include electronically stored information, if relevant and pertinent. Unless the native format is proprietary to the producing Member, electronically stored information shall be produced in native format, unless the Disputing Members agree otherwise or the arbitrators decide otherwise, for good cause shown. Requests for documents in addition to the initial disclosures may be permitted by the arbitrators, for good cause shown. Depositions are discouraged, but up to five per side may be permitted by the arbitrators, for good cause shown. If depositions are permitted, witnesses who are employees, agents or consultants of Disputing Members shall be made to appear voluntarily, by the respective Disputing Members. Disclosures shall be made consistent with FRCP 26(a)(2)(B), for any witness who will be providing evidence as an expert. Depositions of expert witnesses may be permitted by the arbitrators, for good cause shown. If depositions of experts are allowed, the arbitrators shall apply the principles of FRCP 26(b)(4)(E). The arbitrators shall hear evidence submitted by the respective Disputing Members. The time for the hearing will be divided substantially evenly among the respective sides. In determining the allocation, time for cross-examination by a Disputing Member will be included with time for direct examination by that Disputing Member. This agreement to arbitrate shall be specifically enforceable and the decision of the arbitrators shall be final and binding upon the Disputing Members, except as provided in this Attachment A, to the extent permitted by applicable law. Any award rendered pursuant to this Attachment A may be filed with the clerk of any court having jurisdiction over one or more of the Disputing Members against whom the award is rendered, and, upon such filing, such award, to the extent permitted by the laws of the jurisdiction in which said award is filed, shall be specifically enforceable or shall form the basis of a declaratory judgment or other similar relief. Notwithstanding the provisions of Attachment A, Section A4.3.6, Disputing Member(s) may appeal the arbitrators’ decision on the basis of fraud, neutral arbitrator bias, or collusion between arbitrators. Such appeal may be brought in any court of competent jurisdiction no later than 90 days following the date the arbitrators issue their decision. Notice of any such appeal must be provided to the Disputing Member(s) in writing within five (5) business days following the filing of any such appeal. The administrative fees and other fees and expenses of the arbitration and the arbitrators shall be paid as provided in Section 10 of the Agreement. The provisions of this Attachment A, Section A4.3.8 shall survive the termination of this Agreement or withdrawal or expulsion of a Member from this Agreement. In the event that any Disputing Member attempts to institute or to carry out the provisions herein set forth in regard to arbitration, and such Disputing Member is not able to obtain a valid and enforceable arbitration decree, such Disputing Member shall be entitled to seek legal remedies, both in law and equity, in a court having jurisdiction over the matter. Notwithstanding anything to the contrary set forth in this Attachment A, the Disputing Members may suspend and/or extend any of the timeframes set forth in this Attachment A and/or suspend any arbitration proceeding by written agreement among each of the Disputing Members to allow for settlement discussions among the Disputing Members. Any pending arbitration proceeding shall be deemed terminated if (i) the dispute is filed in a court, at the FERC, and/or in any other forum, whether administrative or judicial, and is found by such court, FERC or other forum, as applicable, to have admitted be within its jurisdiction; or (ii) the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt Disputing Members reach a separate written settlement of the Answer, Member may deliver to dispute and notify the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 other Members within ten (10) business days after the later of: (i) delivery effective date of such settlement. In the Answer event the arbitration proceeding is so terminated, all arbitration fees and expenses incurred up to the date of terminating the arbitration shall be subject to Attachment A, Section 4.3.8. EXHIBIT A Signatories to the WestConnect Planning Participation Agreement [Signature pages to be maintained by the Exchange; PMC] Name of Member Organization By: _________________________________ Signature _________________________________ Print Name _________________________________ Title _________________________________ Date 1 Transmission Planning and Cost allocation by Transmission-Owning and Operating Public Utilities, Order No. 1000, 136 FERC ¶61,051, order on reh’g, Order No. 1000-A, 139 FERC ¶ 61,132, order on reh’g, Order No. 1000-B, 141 FERC ¶ 61,044 (ii) delivery 2012). 2 Legal defense expenses subject to sharing among the PMC Member Sectors as provided in this Section 10.2 includes, for example, the cost of outside counsel and consultants retained by the PMC for the purpose of defending the PMC against adverse claims. It does not include the cost of any reply individual Member’s in-house counsel or other in-house staff resources participating and supporting the defense effort. 3 Legal defense expenses subject to sharing among the Answer by MemberPMC Member Sectors as provided in this Section 10.3 includes, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitationfor example, the amendment cost of outside counsel and consultants retained by the PMC for the purpose of defending the PMC against adverse claims. It does not include the cost of any pleadings, individual Member’s in-house counsel or other in-house staff resources participating and supporting the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratordefense effort. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.WestConnect Planning Participation Agreement Version: 4.0

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business Any dispute concerning the interpretation application, administration, or alleged violation of this Agreement shall be considered a grievance and shall be handle in the following manner: Step One The employee, with or without a shop xxxxxxx, shall within seven (7) working days following the appointment of notice of the arbitratoraction causing the grievance, Member submit his complaint to his xxxxxxx. The xxxxxxx shall deliver to the Exchange and the arbitrator a statement give his reply in writing not later than five (a “Complaint”5) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business working days following receipt of the Complaintgrievance. The grievance must be presented in writing by the employee, the Exchange shall deliver to Member be signed by him, and the arbitrator a response (an “Answer”) must contain: A summary of circumstances giving rise to the Complaint concisely setting forth its position and grievance; The of the facts and law upon which it relies supporting Agreement considered violated; The particulars of the Decisionremedies sought. The employee may, by written notice to the Employer, withdraw his grievance at any stage of the grievance procedure. If the Exchange grievance is not satisfactorily resolved at Step One, Step Two of the grievance procedure may be initiated by notice in writing to the Plant Manager within three ( 3 ) working days after the xxxxxxx'x reply at Step One. Step Two The aggrieved employee and the shop xxxxxxx and/or Union representative shall meet with the Plant Manager within five ( 5 ) working days of the grievance meeting. If the grievance is not satisfactorily resolved at Step Two, the grievance may be referred to arbitration by notice in writing to the Plant Manager within five (5) working days after the Plant Manager's reply at Step Two. Arbitration Written notice of a referral of a grievance to arbitration shall include the name, address and business phone number of the referring parties' appointed member of the arbitration board. The recipient of the notice shall, within seven (7) calendar days, advise the other party of the name, address and business phone number of its appointed member of the arbitration board. The two appointees shall, within seven (7) calendar days of the appointment, appoint a third person who shall be chairman. If the recipient of the notice fails to deliver appoint a member to the arbitration board or if the appointees fail to agree upon chairman within the time limit (or such longer period of time as may be mutually agreed) then the Minister of Labour may be requested by either party to appoint a qualified person to act as Chairman. In the event the parties alternatively agree in writing to the use of a single arbitrator in lieu of an Answer within such 20-business day periodarbitration board, the Exchange written notice of a referral of a grievance to arbitration, given as required by the above grievance procedure shall include a name or a list of names of the person or persons it is willing to accept as the single arbitrator. The party receiving the notice, if it accepts one of the persons suggested to act as arbitrator, shall within seven (7) calendar days notify the other party accordingly and the grievance shall be submitted to that arbitrator. In the event that the party receiving the notice does not accept any of the proposed persons as arbitrator, it shall within seven (7) calendar days notify the other party accordingly and send a name or a list of names of persons it is willing to accept as the single arbitrator. If the parties are unable to agree on a person to act as a single arbitrator either party may request the Minister of Labour to appoint a single arbitrator. ?he by notice in writing to the Employer withdraw his at any time. The arbitration board, or the single arbitrator, shall hear and determine the matter and shall issue a decision which will be final and binding upon the parties and upon any employee affected by it. The decision of the majority of an arbitration board shall be the decision of the board. The board of arbitration, or the single arbitrator, shall not make any decision inconsistent with the provisions of this Agreement or make any decision which would alter, modify, amend, add to, or subtract from any part of this Agreement. The board of arbitration, or the single arbitrator, shall not adjudicate any matter not specifically grieved in the grievance nor shall any grievance be considered by the arbitration board or single arbitrator unless it has been properly carried through all previous steps of the grievance and arbitration procedure. Each of the parties to this Agreement shall bear the expenses of the arbitration board member appointed by it or for it, The parties will share equally the expenses of the Chairman of the arbitration board, or the single arbitrator as the case may be. In this the term “working days” shall not be deemed to include Saturday, Sunday or paid holidays. The Union or the Employer may file a policy grievance appropriate circumstances. A policy grievance is defined as a difference concerning the interpretation or application of this Agreement which seeks to enforce an obligation to the Employer to the Union or the Union to the Employer. A policy grievance shall not be brought with respect matters capable of being filed as individual grievances or in respect of remedies or relief that effect individual employees. A policy grievance shall be initiated in at Step Two of the grievance procedure days of notice of the at causing the A group may be the dispute directly affects two (2) or more employees and could otherwise be properly pursued as separate individual grievances. A group grievance shall list all employees affected by the grievance. group grievance shall be initiated in writing at Step Two of the grievance procedure within seven (7) working days of notice of the act causing the grievance. Should the employee or the Union fail to adhere to any time limit under this Article, the grievance shall be deemed to have admitted be abandoned, unless the allegations of fact alleged Employer has agreed in the Complaint and have accepted Member’s entitlement writing to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and waive the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorlimit.

Arbitration Procedures. Within 20 business The Company and Association agree that an Arbitration Board will be convened immediately to settle and determine those matters referred to it as matters not resolved by the parties in direct negotiation. The said Arbitration Board shall settle and determine the said matters referred to it during the operation of this Collective Agreement. The Arbitration Board shall consist of a nominee of the Company and a nominee of the Association; such nominees shall elect within seven (7) days following of the appointment of the arbitratorsecond of them, Member a third person who shall deliver be Chairman. In the event the two nominees fail to agree upon a Chairman, the Exchange ointment of a Chairman shall be made forthwith by the Chief Justice of the Federal Court of Trial Division, upon re of either nominee. The nominees of the Company and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall Association must be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice writing to the other party within seven (7) days of execution of this Agreement. The Board by its decision may alter, amend, change or delete the matters referred to it for settlement and determination. The Arbitration Board shall issue an award in writing and the arbitrator, request decision is final and binding upon the arbitrator to give directions Company and make any order which is, in the discretion Association and upon an employee affected by it. The decision of a majority is the award of the arbitrator, reasonable regarding any procedural Board. It is agreed that the following matters which properly should are to be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as only matters referred to the manner in which evidence Arbitration Board and that those items listed below under Section shall be presented effective until altered, amended, changed or deleted by the decision of the Board and those items listed under Section shall not be effective unless the Board by its decision them into the Collective Agreement whether in their present form or in an altered, amended, or changed form. Each party shall bear the expenses of its nominee to the arbitrator. In making any order or giving any direction in respect of any procedural matter, and two parties shall bear equally the arbitrator may impose such terms as are reasonable in order to ensure the completion expenses of the arbitration in The parties are to those requests etc. which have not been resolved and which have been proposed to not have a timely mannerapplication. If neither the Exchange nor Member The parties are to list those requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, etc. which have not been resolved and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend which have been proposed to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratora retroactive application.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed 8 to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted. The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following the appointment Representatives of the Employer and the Union shall meet and attempt to select a mutually agreed upon arbitrator. If the parties are unable to agree on an arbitrator within ten (10) working days after the meeting, Member the parties shall deliver request the Federal Mediation and Conciliation Service to submit a list of seven (7) arbitrators. The panel shall be a Regional Panel of Arbitrators belonging to the Exchange National Academy of Arbitrators (NAA). Either party may reject an entire panel of arbitrators, taking turns as to the first strike. The person whose name remains shall be the arbitrator. The arbitrator shall be notified of his/her selection by a joint letter from the Employer and the arbitrator Union requesting that he/she set a statement (time and place for the hearing, subject to the availability of the Employer and Union Representatives and shall be notified of the issue where mutually agreed by the parties. Both parties agree to attempt to arrive at a “Complaint”) concisely setting forth joint stipulation of the facts and law upon which it relies and issues as outlined to be submitted to the relief or remedy soughtarbitrator. Within 20 business days following receipt The Rules of the Complaint, American Arbitration Association shall apply. The Employer and Union Representatives shall have the Exchange shall deliver right to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in require the discretion presence of witnesses and/or documents. Each party shall bear the expense of its own witnesses who are not employees of the Employer. Questions of procedural arbitrability shall be decided by the arbitrator. The arbitrator shall make a preliminary determination on the question of arbitrability. Once a determination is made that the matter is arbitrable or if such preliminary determination cannot be reasonably made, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds furthershall then proceed to determine the merits of the dispute. The arbitrator shall neither amend, includingmodify, without limitationnullify, ignore, add to, or subtract from the provisions of this Agreement. The expenses and fees of the arbitrator and the cost of the hearing room shall be shared equally by the parties. Nothing in this Article shall preclude the parties from agreeing to the appointment of a permanent arbitrator(s) during the term of this Agreement or to use expedited arbitration procedures. The decision and award of the arbitrator shall be final and binding on the Employer, the amendment of any pleadingsUnion Representatives, the production of documents and the need employee(s) involved. If either party desires a verbatim record of the proceeding, it may cause such a record to be made, providing it pays for examinations for discovery, either by way of oral examination or written interrogatories, the record and makes a determination as to the manner in which evidence shall be presented copy available without charge to the arbitrator. In making any order or giving any direction in respect of any procedural matterIf the other party desires a copy, it shall pay one-half (1/2) the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, transcription fee and the time and place cost of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorduplicating its copy.

Arbitration Procedures. Within 20 business days following If any allegation of a breach of a representation or warranty made in Section 8.02 has not been resolved to the appointment satisfaction of both the arbitratorPurchaser and the Seller, Member either party may commence Arbitration to resolve the dispute. To commence Arbitration, the moving party shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon written notice to the other party that it has elected to pursue Arbitration in accordance with this Section 8.02; provided that, neither the Seller nor the Purchaser shall commence Arbitration with respect to an alleged breach of representation or warranty made in Section 8.02 before one hundred eighty (180) days following notification by the Purchaser to the Seller of the alleged breach unless Company has not provided a response to Purchaser’s notification of such an alleged breach within sixty (60) days thereof, in which case Purchaser may commence Arbitration prior to the end of such one hundred eighty (180) day period. Within ten (10) Business Days after a party has provided notice that it has elected to pursue Arbitration, each party may submit the names of one or more proposed Arbitrators to the other party in writing. If the parties have not agreed on the selection of an Arbitrator within five (5) Business Days after the first such submission, then the party commencing Arbitration shall, within the next five (5) Business Days, notify the American Arbitration Association in New York, NY (the “AAANY”) and request that it appoint a single Arbitrator with experience in arbitrating disputes arising in the arbitratorfinancial services industry and who has not been previously rejected by either party. To the extent practicable, the parties shall coordinate outstanding Arbitrations with the AAANY such that the Arbitration proceedings hereunder are held twice per calendar year during the months of March and September. Upon a showing of good cause, a party may request the arbitrator Arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, direct the production of documents such information, evidence and/or documentation from the parties that the Arbitrator deems appropriate. If requested by the Arbitrator or any party, any hearing with respect to an Arbitration shall be conducted by video conference or teleconference except upon the agreement of both parties or the request of the Arbitrator. The finding of the Arbitrator shall be final and binding upon the need for examinations for discoveryparties. Judgment upon any arbitration award rendered may be entered and enforced in any court of competent jurisdiction. The costs of the Arbitrator shall be shared equally between both parties. Each party, either by way however, shall bear its own attorneys fees and costs in connection with the Arbitration. Nothing herein shall be construed as an agreement or consent to Arbitrate any disputes arising between the Seller or the Purchaser other than in connection with an allegation of oral examination a breach of a representation or written interrogatories, and a determination as warranty made in Section 8.02. EXHIBIT I FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT [SELLER TO PROVIDE FORM] EXHIBIT J FORM OF ESCROW ACCOUNT LETTER AGREEMENT [SELLER TO PROVIDE FORM] EXHIBIT K FORM OF LIMITED POWER OF ATTORNEY [SELLER TO PROVIDE FORM] K-1 EXHIBIT L REO REPORTS Servicer shall provide the following information to the manner in which evidence shall be presented Purchaser: Loan Number Borrower Last Property Address Property City Property State Property Zip Property Status FC Sale Date Redemption Expires Vacant Date (P) BPO Value BPO Complete Appr Value Appr Complete Orig LP Current LP List Date Due to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order Close Actual Close (C) Sale Price Net Sale Price Agent Company Agent First name Agent Last Name Agent Phone Unpaid Balance Portfolio Cash to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.Seller EXHIBIT M EXCEPTIONS TO UNDERWRITING GUIDELINES REPORT LOAN NUMBER ORIGINAL LOAN AMOUNT CURRENT LOAN AMOUNT ORIGINAL LTV ORIGINAL CLTV CREDIT SCORE ORIGINAL DTI EXCEPTION TYPE COMPENSATING FACTORS

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business The Company and Association agree that an Arbitration Board will be convened immediately to settle and determine those matters referred to it as matters not resolved by the parties in direct negotiation. The said Arbitration Board shall settle and determine the said matters referred to it during the operation of this Collective Agreement. The Arbitration Board shall consist of a nominee of the Company and a nominee of the Association; such nominees shall elect within seven (7) days following of the appointment of the arbitratorsecond of them, Member a third person who shall deliver be Chairman. In the event the two nominees fail to agree upon a Chairman, the Exchange appointment of a Chairman shall be made forthwith by the Chief Justice of the Federal Court of Canada, Trial Division, upon request of either nominee. The nominees of the Company and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall Association must be deemed to have admitted the allegations of fact alleged conveyed in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice writing to the other party within seven (7) days of execution of this Agreement. The Board by its decision may alter, amend, change or delete the matters referred to it for settlement and determination. The Arbitration Board shall issue an award in writing and the arbitrator, request decision is final and binding upon the arbitrator to give directions Company and make any order which is, in the discretion Association and upon an employee affected by it. The decision of a majority is the award of the arbitratorBoard. It is agreed that the following matters are to be the only matters referred to the Arbitration Board and that those items listed below under Section shall be effective until altered, reasonable regarding any procedural matters which properly should amended, changed or deleted by the decision of the Board and those items listed under Section shall not be resolved before effective unless the arbitrator proceeds furtherBoard by its decision incorporates them into the Collective Agreement whether in their present form or in an altered, includingamended, without limitation, or changed form. Each party shall bear the amendment expenses of any pleadings, its respective nominee to the production of documents Board and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to two parties shall bear equally the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion expenses of the arbitration in Chairman. The parties are directed to those requests etc. which have not been resolved and which have been proposed to not have a timely mannerretroactive application. If neither the Exchange nor Member The parties are directed to list those requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, etc. which have not been resolved and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend which have been proposed to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratora retroactive application.

Arbitration Procedures. Within 20 business days following All arbitration proceedings shall be held in Long Island, New York, unless otherwise agreed by the appointment parties. The expenses of each party, including legal and accounting expenses, shall be borne by the party incurring them, except that the parties shall pay equally all fees and expenses of the arbitrator, Member shall deliver arbitrators and any consultants or advisors providing services to the Exchange and arbitrators. Arbitration shall be initiated by either party making written demand on the arbitrator other for arbitration of a statement specifically stated issue or issues if the parties fail within any time limits provided in this Agreement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint30 calendar days, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”if no shorter limit is stated) to resolve the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaintmatter by mutual discussions. Within 10 business calendar days after either party has so notified the other of its demand for arbitration, the parties shall select arbitrators as provided in Section 12. Within (15) calendar days after the selection of the arbitrators, the parties will consult for the purpose of attempting to define and limit the issues to be decided by the arbitrators; will exchange all documents to be offered in the arbitration proceeding; and will provide each other with the names of witnesses each proposes to present at any arbitration hearing together with a statement summarizing the testimony such witness is anticipated to offer. Evidence in the arbitration will be limited to (a) an initial position statement from each party; (b) a reply by each party to the other's initial position statement; (c) documents and statements of witnesses identified during such 15 day period as provided above; and (d) if a hearing is held, opening and closing oral presentations by the parties or their representatives and responses to direct questions from the arbitrators. A party's initial position statement must be submitted to the arbitrators and the other party within 30 calendar days after the selection of the arbitrators. The reply by a party to the other party's initial position statement must be submitted to the arbitrators and the other party within 20 calendar days after receipt of such other party's initial position statement. The arbitrators shall have the Answerdiscretion to determine whether or not a hearing upon the matters in dispute is desirable or whether to make the arbitration decisions based on the submitted statements and documents. In any event, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business arbitrations will render decisions on all issues in dispute within 30 calendar days after the later of: earlier of (i) delivery the last submittal by both parties of the Answer by the Exchange; their replies and (ii) delivery of any reply to the Answer by Memberaccompanying documents, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, or (ii) the last day upon which a party may submit its statements, reply, and accompanying documents within an additional 10 the times stated above. The arbitrators shall be authorized only to determine which positions presented to them is more correct or supported by the facts and applicable laws, and shall not be authorized to determine a different result than presented by one party or the other. For purposes of such deadlines, a period of time shall be counted beginning on the day following the occurrence or instance establishing the beginning of the period (such as the receipt of a party's initial position statement) and, if a period shall end on a Sunday or postal holiday, it shall be extended to the next regular business daysday. No interrogatories, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for depositions or other discovery, and the time and place no extensions of the first hearing. Member and the Exchange above timetables, shall be present at each hearing and shall produce, in advance permitted except by mutual consent of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses parties or otherwise rely upon in as approved by the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorarbitrators for good cause shown.

Arbitration Procedures. Within 20 business days following If, in the appointment sole judgment of the arbitratorContractor, Member the controversy, dispute or claim is principally between the Contractor and Subcontractor and does not involve the Owner, then such controversy, dispute or claim between the Contractor and Subcontractor shall deliver be determined as hereinafter provided: If any party has a claim, dispute, or any other unresolved matter written notice of the claim, dispute or other matter in question must be given to the Exchange other party as a precondition to proceeding with any claim against that party. Such written notice must be given within a reasonable time after the party is aware of claim, dispute or other matter. All claims, disputes and other matters in question between the Subcontractor and the arbitrator a statement (a “Complaint”) concisely setting forth Contractor arising out of or related to the facts Subcontract Agreement or the breach thereof, except as specifically governed by the foregoing provisions, and law upon except for claims which it relies have been waived by the making and acceptance of final payments, shall be decided by arbitration in accordance with the relief or remedy sought. Within 20 business days following receipt Construction Industry Arbitration Rules of the ComplaintAmerican Arbitration Association then obtaining at the sole option of the Contractor. If a demand for arbitration is filed by the Subcontractor, the Exchange shall deliver to Member and Contractor will advise the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer Subcontractor within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business thirty days after receipt of such a demand for arbitration if the Answer, Member may deliver Contractor exercises the option to arbitrate or rejects arbitration; such election once made shall be binding. The filing of a demand for arbitration by the Exchange Contractor shall be deemed an election to arbitrate and shall constitute the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery exercise of the Answer option of the Contractor to proceed with arbitration. The Contractor may join or consolidate arbitration with the Owner, Architect or any Subcontractor, or any other party having an interest in the proceeding. This agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof. The award rendered by the Exchange; arbitrator(s) shall be final and (ii) delivery judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notwithstanding the foregoing, Contractor and Subcontractor shall mutually 17.2.2 17.2.3 17.2.4 17.2.5 17.2.6 17.2.7 agree on whether any controversy, dispute or claim between the parties shall be submitted to arbitration. The Subcontractor agrees to continue performance of any reply to the Answer by Member, subcontract work and shall proceed in either case, Member or accordance with the Exchange may, upon notice to directives of the other party and the arbitrator, request the arbitrator to give directions and make any order which is, Contractor in the discretion event of a dispute or controversy. It being understood and agreed that any controversy between the arbitratorparties shall not be deemed a basis to delay or suspend the work, reasonable regarding any procedural matters which properly should be resolved before unless directed otherwise by the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorContractor.

Arbitration Procedures. Within 20 business days following The Company and Association agree that an Arbitration Board will be convened immediately to settle and determine those matters referred to it as matters not resolved by the parties in direct negotiation. The said Arbitration Board shall settle and determine the said matters referred to it during the operation of this Collective Agreement. The Arbitration Board shall consist of a nominee of the Company and a nominee of the Association; such nominees shall elect within seven (7)days of the appointment of the arbitratorsecond of them, Member a third person be Chairman. In the event the two nominees fail to agree upon a Chairman, the appointment of a Chairman shall deliver to be made forthwith by the Exchange Chief Justice of the Federal Court of Canada, Trial Division, upon request of either nominee. The nominees of the Company and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall Association must be deemed to have admitted the allegations of fact alleged conveyed in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party within seven (7)days of execution of this Agreement. The Board by its decision may alter, amend, change or delete the matters referred to it for settlement and determination. The Arbitration Board shall issue an award in writing and the arbitrator, request decision is final and binding upon the arbitrator to give directions Company and make any order which is, in the discretion Association and upon an employee affected by it. The decision of a majority is the award of the arbitratorBoard. It is agreed that the following matters are to be the only matters referred to the Arbitration Board and that those items listed below under Section shall be effective until altered, reasonable regarding any procedural matters which properly should amended, changed or deleted by the decision of the Board and those items listed under Section shall not be resolved before effective unless the arbitrator proceeds furtherBoard by its decision incorporates them into the Collective Agreement whether in their present form or in an altered, includingamended, without limitation, or changed form. Each party shall bear the amendment expenses of any pleadings, its respective nominee to the production of documents Board and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to two parties shall bear equally the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion expenses of the arbitration in Chairman. The parties are directed to those requests etc. which have not been resolved and which have been proposed to not have a timely mannerretroactive application. If neither the Exchange nor Member The parties are to list those requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery, etc. which have not been resolved and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and shall produce, in advance of the first hearing, any and all records, books, documents, and papers that they intend which have been proposed to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratora retroactive application.