Common use of Arbitration Clause in Contracts

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

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

Arbitration. Any party hereto may elect In the event that the Company or the Pledgor, on the one hand, and one or more of the Holders, or the Trustee as pledgee on behalf of one or more of the Holders, on the other hand, are unable to resolve any dispute, claim or controversy between them (“Dispute”) related to this Agreement, such parties agree to submit any dispute hereunder that has an amount in controversy in excess of $250,000 the Dispute to binding arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules following terms: (i) Any party in its reasonable discretion may give written notice to the other applicable parties that the Dispute be submitted to arbitration for final resolution. Within fifteen (15) calendar days after receipt of such notice, the receiving parties shall submit a written response. If the Dispute remains following the exchange of the written notice and response, the parties involved in the Dispute shall mutually select one arbitrator within fifteen (15) calendar days of receipt of the response and shall submit the matter to that arbitrator to be settled in accordance with this Section 22(a). If these parties cannot mutually agree on a single arbitrator during such fifteen (15) day period, these parties shall no later than the expiration of that fifteen (15) day period jointly submit the matter to the American Arbitration Association (“AAA”) for expedited arbitration proceedings to be conducted at the AAA offices, or at another mutually agreeable location, in Phoenix, Arizona pursuant to the Association Commercial Arbitration Rules then pertaining in effect (the “Rules”). The AAA will follow the Rules to select a single arbitrator within fifteen (15) calendar days from the date the matter is jointly submitted to the AAA. The arbitrator (whether selected by the parties or by the AAA) shall hold a hearing within forty-five (45) calendar days following the date that the arbitrator is selected and shall provide a timeline for the decision parties to submit arguments and supporting materials with sufficient advance notice to enable the arbitrator to hold the hearing within that forty-five (45) day period. The arbitrator shall issue a tentative ruling with findings of fact and law within fifteen (15) calendar days after the date of the arbitrators with respect hearing. The arbitrator shall provide the parties an opportunity to such dispute shall be binding, final and conclusive comment on the parties. In tentative ruling within a timeframe established by the event any party hereto arbitrator, provided that the arbitrator shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of render a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree final ruling within thirty (30) calendar days after the appointment date of the second hearing. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding to resolve a disputed claim, including, without limitations, the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity. (ii) The Company, the Pledgor, Trustee and each of the Holders agree that judgment upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then any award rendered by the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, may be entered in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment courts of the second arbitrator, then such third arbitrator shall be appointed by State of Arizona or in the American Arbitration Association from its qualified panel United States District Courts located in Arizona. Such court may enforce the provisions of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesthis Section 22(a)(ii), and the fees party seeking enforcement shall be entitled to an award of expert witnesses all costs and other witnesses called for by the partiesfees, shall including reasonable attorneys’ fees, to be paid by the respective party engaging such counsel or calling or engaging such witnessesagainst whom enforcement is ordered. The decision parties involved in a Dispute may terminate any arbitration proceeding by mutually resolving any Dispute prior to the issuance of a final arbitration ruling pursuant to this Section 22(a). (iii) For the avoidance of doubt, where a dispute arises related to this Pledge and Security Agreement between (x) the Trustee and the Company or the Pledgor, (y) the Trustee and one or more of the arbitrators shall be rendered within thirty Holders, or (30z) days after appointment of the Trustee and any third arbitrator. Such decision shall be party, then in writing and no event will the arbitration provisions set forth in duplicate, one counterpart thereof this Section 22 apply to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingsuch dispute.

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action hereunder, any irreconcilable dispute hereunder that has an amount or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in controversy in excess paragraph A of $250,000 to arbitration hereunder. Any such arbitration the Miscellaneous Provisions Article shall be conducted submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Bostonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Massachusetts the requesting party may choose two arbiters who shall in accordance with turn choose an umpire before entering upon arbitration. If the Commercial Arbitration Rules two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association then pertaining to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event any party that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter law of the dispute. Notice , not including its choice of such appointment law provisos, except that the internal laws of the shall be sent in writing by each party apply to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment regulation of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingCompany.

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

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess and all Arbitrable Disputes must be resolved through the use of $250,000 to binding arbitration hereunder. Any such arbitration shall be conducted in Bostonusing three arbitrators, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and Association, as supplemented to the decision extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the arbitrators with respect United States Code, as amended from time to time). (a) Arbitration must be initiated within the time limits set forth in this Agreement, or if no such dispute shall limits apply, then within the time period allowed by the applicable statute of limitations. Arbitration may be binding, final and conclusive on the parties. In the event any initiated by either party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10“Claimant”) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party delivering written notice to the otherother (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, and identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so appointed, in the event of their failure to agree chosen shall select a third arbitrator within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedhas been appointed. (b) The hearing will be conducted in Dallas, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator Texas and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered commence within thirty (30) days after appointment the selection of the third arbitrator. Such decision The parties and the arbitrators shall be in writing proceed diligently and in duplicate, one counterpart thereof to be delivered to good faith in order that the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction award may be entered upon made as promptly as possible. Except as provided in the award Federal Arbitration Act, the decision of the arbitrators will be binding on, and non-appealable by, the Claimant and Respondent. (c) The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. (d) All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Parties or any of their Affiliates and who have not provided consulting services (directly or indirectly) for at least three (3) years prior to their appointment and (ii) have at least seven (7) years’ experience in accordance the petroleum transportation industry. (e) The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. (f) The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the rules Claimant and statutes applicable thereto then obtainingRespondent to the extent that the issues raised in such disputes are related. Without the written consent of the Claimant and Respondent, no unrelated disputes (including those with Affiliates of either Claimant or Respondent) or Third Party disputes may be joined to an arbitration pursuant to this Agreement.

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action hereunder, any irreconcilable dispute hereunder that has an amount or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in controversy in excess paragraph A of $250,000 to arbitration hereunder. Any such arbitration the Miscellaneous Provisions Article shall be conducted submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Bostonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Massachusetts the requesting party may choose two arbiters who shall in accordance with turn choose an umpire before entering upon arbitration. If the Commercial Arbitration Rules two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association then pertaining to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event any party that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter law of the dispute. Notice District of such appointment Columbia, not including its choice of law provisos, except that the internal laws of the shall be sent in writing by each party apply to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment regulation of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingCompany.

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action hereunder, any irreconcilable dispute hereunder that has an amount or difference of opinion, including formation and validity, and also including, but not limited to, any allegation of fraud, intentional misrepresentation, unintentional misrepresentation, or any other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in controversy in excess paragraph A of $250,000 to arbitration hereunder. Any such arbitration the Miscellaneous Provisions Article shall be conducted submitted to arbitration. One arbiter shall be chosen by the Company, the other by the Reinsurer, and an umpire shall be chosen by the two arbiters before they enter upon arbitration, all of whom shall be disinterested active or former officials or experienced individuals who have operated in, or been involved in, business placed in Bostonthe United States insurance or reinsurance industry for at least 10 years. In the event that either party should fail to choose an arbiter within 30 days following a written request by the other party to do so, Massachusetts the requesting party may choose two arbiters who shall in accordance with turn choose an umpire before entering upon arbitration. If the Commercial Arbitration Rules two arbiters fail to agree upon the selection of an umpire within 30 days following their appointment, the two arbiters shall request the American Arbitration Association then pertaining to appoint the umpire. If the American Arbitration Association fails to appoint the umpire within 30 days after it has been requested to do so, either party may request a justice of a Court of general jurisdiction of the state in which the arbitration is to be held to appoint the umpire. B. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The decision of the arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the arbiters may be entered in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event any party that the two arbiters are chosen by one party, as above provided, the expense of the arbiters, the umpire and the arbitration shall be equally divided between the two parties. E. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter law of the dispute. Notice , not including its choice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaininglaw provisos.

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

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

Arbitration. Any party hereto may elect to submit any dispute hereunder that has If the chief executive officer of either Licensor or Licensee declares an amount impasse then within sixty (60) days after receipt of the Dispute Notice (or such longer period, if the parties so agree in controversy in excess writing), at the demand of $250,000 to arbitration hereunder. Any such arbitration either party, the Dispute shall be conducted in Bostonreferred to, Massachusetts and finally settled by, confidential and binding arbitration in accordance with the Commercial then-prevailing JAMS Streamlined Arbitration Rules and Procedures as modified as follows (the “Rules”): (i) There shall be three (3) neutral arbitrators of the American Arbitration Association then pertaining whom each party shall select one. The claimant shall select its arbitrator in its demand for arbitration and the decision of the arbitrators with respect to such dispute respondent shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as select its arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after receipt of the appointment demand for arbitration. The two (2) arbitrators so appointed shall select a third arbitrator to serve as chairperson within fourteen (14) days of the designation of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitratorarbitrators. If any arbitrator is not timely appointed, at the request of any party such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by JAMS pursuant to the American Arbitration Association from its qualified panel of arbitratorslisting, striking and ranking procedure in the Rules. (ii) Each arbitrator appointed by a party shall be a person having either an attorney with substantial experience with the property and casualty reinsurance and insurance industry and at least ten (10) years’ recent years admission to the bar, or a property and casualty reinsurance and insurance industry professional of at least ten (10) years standing. The chair of the arbitral tribunal shall either be a practicing attorney with no less than ten (10) years of practice and experience as an arbitrator, with, if possible, experience relating to the subject matter in question. insurance or reinsurance disputes, or be a retired judge. (iii) The fees place of the third arbitrator and the expenses incident to the proceedings arbitration shall be borne equally between the Seller and the PurchaserBoston, Massachusetts, unless the arbitrators decide otherwise. The fees of respective counsel engaged some other place is mutually selected by the parties, and the fees of expert witnesses and other witnesses called for by the parties, . The arbitral tribunal shall be paid by required to follow the respective party engaging such counsel or calling or engaging such witnesseslaw of the Commonwealth of Massachusetts. The decision and award of the arbitrators arbitral tribunal shall be rendered within thirty (30) days after appointment of final and binding on the third arbitrator. Such decision parties and shall be in writing the sole and in duplicate, one counterpart thereof to be delivered exclusive remedy between the parties regarding the matter presented to the Seller and one arbitral tribunal, including any claims, counterclaims, issues or accounting presented to the Purchasertribunal. A judgment of a court of competent jurisdiction Judgment upon the decision and award may be entered upon in any court having jurisdiction. The arbitral tribunal is empowered to award any remedy provided for under applicable law and the terms of this License Agreement, including injunction, specific performance or other forms of equitable relief. The arbitral tribunal is not empowered to award damages in excess of compensatory damages. Each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. (iv) Any arbitration proceedings, decision or award rendered hereunder and the arbitrators in accordance with validity, effect and interpretation of this arbitration agreement shall be governed by the rules and statutes applicable thereto then obtainingFederal Arbitration Act, 9 U.S.C. Section 1 et seq.

Arbitration. Any If any question shall arise in regard to the interpretation of any provision of this Agreement or as to the rights or obligations of the parties hereunder, the question shall be referred to the respective Program Managers who shall deliberate such questions for not more than 15 days. If a resolution is not forthcoming within said period the matter will be referred to a senior executive designated by each party hereto who shall, within 30 days of the request of the party invoking these dispute resolution procedures, meet with each other to negotiate and attempt to resolve such question in good faith. Such senior executives may, if they so desire, consult outside experts for assistance in arriving at such a resolution. In the event that the resolution is not achieved within 30 days after such a request, then the question shall be finally resolved by the award of arbitrators (all of whom shall be arbitrators certified by the American Arbitration Association) named as follows: (i) the party sharing one side of the dispute shall name an arbitrator and give written notice thereof to the party sharing the other side of the dispute; (ii) the party sharing the other side of the dispute shall, within 14 days of receipt of such written notice, name an arbitrator; and (iii) the arbitrator so named shall within 15 days after the naming the latter of them, select an additional arbitrator. If such additional arbitrator is not selected within fifteen (15) days of the appointment of the latter of the arbitrators the party sharing either side of the dispute may elect seek to submit any dispute hereunder that has an amount appoint such third arbitrator by applying to the American Arbitration Association. The arbitrators shall proceed promptly to hear and determine the matter in controversy in excess of $250,000 to arbitration hereundercontroversy. Any such The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the Association. The arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall instructed that their decision must be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree made within thirty (30) 45 days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail , subject to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party any reasonable delay due to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingunforeseen circumstances.

Arbitration. (a) Any controversy, dispute or claim arising out of or relating in any way to this Agreement or the other agreements contemplated by this Agreement or the transactions arising hereunder (including the validity, interpretation or applicability of this Section 6.1) shall be settled exclusively by final and binding arbitration in Houston, Texas. Such arbitration will apply the laws of the State of Texas and the commercial arbitration rules of AAA to resolve the dispute, and will be administered by the AAA. (b) Written notice of arbitration must be given within one year after the notifying party hereto may elect has knowledge of accrual of the claim on which the notice is based. If the claiming party fails to submit any dispute hereunder give notice of arbitration within that has an amount in controversy in excess of $250,000 time, the claim shall be deemed to be waived and shall be barred from either arbitration hereunder. Any such or litigation. (c) Such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules by one independent and impartial arbitrator to be selected by mutual agreement of the American Arbitration Association then pertaining and parties, if possible. If the decision parties fail to reach agreement regarding appointment of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as an arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment following receipt by one party of the second other party’s notice of arbitration, the arbitrator upon shall be selected from a list or lists of proposed arbitrators submitted by AAA. Unless the matter so submittedparties agree otherwise, the arbitrator shall appoint be a third arbitratorlicensed attorney with at least ten years of experience in the practice of law. If either The selection process shall be that which is set forth in the Seller or AAA commercial arbitration rules then prevailing, except that (A) the Purchaser number of preemptory strikes shall not be limited and (B), if the parties fail to appoint select an arbitratorarbitrator from one or more lists, as aforesaid, for a period of ten (10) days after written notice from AAA shall not initially have the other party power to make an appointment but shall continue to submit additional lists until an arbitrator has been selected, but if no such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two is selected within sixty (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (4560) days after the appointment receipt of the second arbitratorfirst notice of arbitration, then such third the AAA shall have the power to make an appointment and shall promptly do so. Initially, however, promptly following its receipt of a request to submit a list of proposed arbitrators, AAA shall convene the parties in person or by telephone and attempt to facilitate their selection of an arbitrator by agreement. If the arbitrator should die, withdraw or otherwise become incapable of serving, a replacement shall be selected and appointed in a like manner. (d) The arbitrator shall render an opinion setting forth findings of fact and conclusions of law with the reasons therefor stated. A transcript of the evidence adduced at the hearing shall be made and shall, upon request, be made available to either party. The fees and expenses of the arbitrator shall be appointed shared equally by the American Arbitration Association parties and advanced by them from its qualified panel of arbitrators, and shall be a person having time to time as required; provided that at least ten (10) years’ recent professional experience as to the subject matter in question. The fees conclusion of the third arbitration, the arbitrator may award costs and expenses (including the expenses incident to costs of the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, arbitration previously advanced and the fees and expenses of expert attorneys, accountants and other experts). No pre-arbitration discovery shall be permitted, except that the arbitrator shall have the power in his or her sole discretion, on application by either party, to order pre-arbitration examination of the witnesses and documents that the other witnesses called for by party intends to introduce in its case-in-chief at the partiesarbitration hearing. The arbitrator shall render his or her opinion and/or award within ninety (90) days of the conclusion of the arbitration hearing. The arbitrator shall not be empowered to award to either party any punitive damages in connection with any dispute between them arising out of or relating in any way to this Agreement or the other agreements contemplated hereby or the transactions arising hereunder or thereunder, and each party hereby irrevocably waives any right to recover such damages. The arbitration hearings and award shall be paid by the respective party engaging such counsel or calling or engaging such witnessesmaintained in confidence. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered Notwithstanding anything to the Seller contrary provided in this Section 6.1 and one without prejudice to the Purchaser. A judgment of a above procedures, either party may apply to any court of competent jurisdiction for temporary injunctive or other provisional judicial relief if such action is necessary to avoid irreparable damage or to preserve the status quo until such time as the arbitrator is selected and available to hear such party’s request for temporary relief. The award rendered by the arbitrator shall be final and not subject to judicial review and judgment thereon may be entered upon the award in any court of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcompetent jurisdiction.

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

Arbitration. (a) Any party hereto may elect to submit any dispute dispute, claim or controversy arising under or in connection with this Agreement or the Executive’s employment hereunder that has an amount or the termination thereof, other than injunctive relief under Section 11 hereof, shall be settled exclusively by arbitration administered by the American Arbitration Association (the “AAA”) and carried out in controversy in excess the Commonwealth of $250,000 to arbitration hereunderMassachusetts. Any such The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules AAA rules governing commercial arbitration in effect at the time of the American Arbitration Association then pertaining arbitration, except as modified herein. There shall be one arbitrator, mutually selected by the Company and the decision Executive from a list of arbitrators provided by the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree AAA within thirty (30) days after the appointment of receipt by respondent of the second arbitrator upon the matter so submitted, shall appoint a third arbitratordemand for arbitration. If either the Seller or the Purchaser shall fail to appoint Company and Executive cannot mutually agree on an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days, then the parties shall request that the AAA appoint the arbitrator and the arbitrator shall be appointed by the AAA within fifteen (15) days thereafter, appoint a third arbitrator. If of receiving such arbitrators fail to agree upon a third arbitrator request. (b) The arbitration shall commence within forty forty-five (45) days after the appointment of the second arbitrator, then such third arbitrator ; the arbitration shall be appointed by completed within sixty (60) days of commencement; and the American Arbitration Association from its qualified panel of arbitrators, and arbitrator’s award shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered made within thirty (30) days after appointment following such completion. The parties may agree to extend the time limits specified in the foregoing sentence. (c) The arbitrator may award any form of relief permitted under this Agreement and applicable law, including damages and temporary or permanent injunctive relief, except that the third arbitratorarbitral tribunal is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any dispute. Such decision The arbitrator may award attorney’s fees. The award shall be in writing and shall state the reasons for the award. (d) The decision rendered by the arbitral tribunal shall be final and binding on the parties to this Agreement. Judgment may be entered in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon jurisdiction. The parties hereto waive, to the fullest extent permitted by law, any rights to appeal to, or to seek review of such award by, any court. The parties hereto further agree to obtain the arbitral tribunal’s agreement to preserve the confidentiality of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration.

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

Arbitration. Any party hereto may elect A. As a condition precedent to submit any right of action, hereunder, in the event of any dispute hereunder or difference of opinion hereafter arising with respect to this Contract, it is hereby mutually agreed that has an amount in controversy in excess such dispute or difference of $250,000 to arbitration hereunder. Any such arbitration opinion shall be conducted submitted to arbitration. One Arbiter shall be chosen by the Company, the other by the Reinsurer, and an Umpire shall be chosen by the two Arbiters before they enter upon arbitration, all of whom shall be active or retired disinterest executive officers of insurance or reinsurance companies. In the event that either party should fail to choose an Arbiter within 30 days following a written request by the other party to do so, the requesting party may choose two Arbiters who shall in Bostonturn choose an Umpire before entering upon arbitration. If the two Arbiters fail to agree upon the selection of an Umpire within 30 days following their appointment, Massachusetts in accordance with each Arbiter shall nominate three candidates within 10 days thereafter, two of whom the Commercial Arbitration Rules other shall decline, and the decision shall be made by drawing lots. B. Each party shall present its case to the Arbiters within 30 days following the date of appointment of the American Arbitration Association then pertaining Umpire. The Arbiters shall consider this Contract as an honorable engagement rather than merely as a legal obligation and they are relieved of all judicial formalities and may abstain from following the strict rules of law. The decision of the Arbiters shall be final and binding on both parties; but failing to agree, they shall call in the Umpire and the decision of the arbitrators with respect to such dispute majority shall be binding, final and conclusive on binding upon both parties. Judgment upon the partiesfinal decision of the Arbiters may be entered in any court of competent jurisdiction. C. Each party shall bear the expense of its own Arbiter, and shall jointly and equally bear with the other the expense of the Umpire of the arbitration. In the event any party that the two Arbiters are chosen by one party, as above provided, the expense of the Arbiters, the Umpire and the arbitration shall be equally divided between the two parties. D. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Contract, but notwithstanding the location of the arbitration, all proceedings pursuant hereto shall elect to submit any such dispute to arbitration hereunder, be governed by the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter law of the dispute. Notice State of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingOhio.

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

Arbitration. Any (a) If any Claim arises, the party hereto may elect making such Claim shall provide a written notice (a “Claim Notice”) to submit any the other party hereto, specifying the nature of the Claim and thereafter, the parties shall negotiate in good faith to resolve such Claim expeditiously. If the parties do not resolve the Claim within forty-five (45) days of a Claim Notice, the parties shall endeavor in good faith to resolve such Claim expeditiously using informal dispute hereunder that has an amount resolution techniques, such as mediation, expert evaluation, or determination or similar techniques reasonably agreed by the parties. If the parties do not resolve the Claim within ninety (90) days of a Claim Notice, then the Claim shall be submitted to mandatory, final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in controversy in excess effect at the time of $250,000 filing of the demand for arbitration, subject to arbitration hereunderthe provisions of this Section 7.8, pursuant to the Federal Arbitration Act, 9 U.S.C., Section 1 et seq. Any such The place of arbitration shall be conducted in BostonNew York, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute New York. (b) There shall be bindingthree (3) arbitrators, final and conclusive on the parties. In the event any party hereto shall elect with one arbitrator to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing appointed by each party to the other, and the arbitrators so appointed, in the event of their failure third to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator be appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) arbitrators so appointed shall, in appointed. The arbitrators shall be agreed upon by the event parties within twenty (20) days of their failure to receipt by the respondent of a copy of the demand for arbitration. If the parties do not agree upon any decision arbitrators within thirty (30) days thereafterthis time limit, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators JAMS in accordance with the rules listing, striking and statutes applicable thereto then obtainingranking procedure in the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by JAMS shall be a retired judge or a practicing attorney with no less than twenty years of experience with corporate and limited liability company matters and an experienced arbitrator. In rendering an award, such arbitrators shall be required to follow the laws of the state of New York. (c) The arbitration shall be the sole and exclusive forum for resolution of the Claim, and the award shall be in writing, state the reasons for the award, and be final and binding. Judgment thereon may be entered in any court of competent jurisdiction. The arbitrators shall not be permitted to award punitive, multiple or other non-compensatory damages. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the party resisting such enforcement. The arbitrators shall be permitted to, but shall not be required to, award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. (d) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any documents disclosed by one party to another, testimony or other oral submission and any awards or decisions) shall not be disclosed beyond the arbitrators, JAMS, the parties, their legal and professional advisors, and any person necessary for the conduct of the arbitration, except as may be required in judicial proceedings relating to the arbitration, or by law, regulatory or governmental authority. (e) Barring extraordinary circumstances (as determined in the sole discretion of the arbitrator), discovery shall be limited to pre-hearing disclosure of documents that each side will present in support of its case, and, in response to reasonable documents requests, non-privileged documents in the responding party’s possession or custody, not otherwise readily available to the party seeking the documents, and reasonably believed to exist, that may be relevant and material to the outcome of disputed issues. There shall be no depositions. (f) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitrator shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrator’s orders to that effect. In any such judicial action: (i) each of the parties irrevocably and unconditionally consents to the exclusive jurisdiction and venue of the federal or state courts located in New York (the “New York Courts”) for the purpose of any pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings, and to the non-exclusive jurisdiction of such courts for the enforcement of any judgment on any award; (ii) each of the parties irrevocably waives, to the fullest extent they may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Courts; (iii) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid; and (iv) each of the parties hereby irrevocably waives any and all right to trial by jury.

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

Arbitration. Any party hereto may elect a. The parties shall have fourteen (14) calendar days to submit mutually agree upon an arbitrator after the referral to arbitration. If no agreement is reached, then the parties shall request the Oregon State Conciliation Service for a list of seven (7) qualified arbitrators. The representatives from the Board and Association shall determine by lot the order of elimination and thereafter shall alternately strike one name from the list until only one name remains. The seventh and remaining name shall become the arbitrator. b. If any question arises as to whether a particular dispute hereunder involves the misinterpretation or violation or misapplication of any of the provisions of this Agreement, such questions will first be ruled upon by the arbitrator selected to hear the dispute. The arbitrator shall first hear the arbitrability question, then the merits of the case at the same hearing. If he/she decides that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the issue is not arbitrable, then no ruling on the merits shall be issued. Except as otherwise expressly provided in this Agreement, the arbitration will be conducted in Boston, Massachusetts in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association in effect at the time (hereinafter referred to as the “AAA Rules”). c. The arbitrator so selected will confer with the representatives of the District and the Association and hold hearings promptly and will issue his/her decision not later than thirty (30) calendar days from the date of the close of the hearings, or if oral hearings have been waived, then pertaining from the date the final statements and proofs are submitted to him/her. The arbitrator’s decision will be in writing and will set forth findings of fact, reasoning, and conclusion on the issues submitted. The arbitrator will be without power or authority to make any decision that is violative of the terms of this Agreement. The arbitrator shall have no authority to alter, modify, vacate or amend any term of this Agreement. The decision of the arbitrator will be submitted to the Board and the Association and will be final and binding upon the parties. The costs for the services of the arbitrator, including per diem expenses, if any, will be borne equally by the Board and the Association. All other costs will be borne by the party incurring them. The names of any witnesses who will be used in arbitration must be made known to the other party seventy-two (72) hours prior to the first arbitration session. d. Pending the processing of the grievance and the decision of the arbitrators with respect to such dispute arbitrator, there shall be bindingno strike, final work stoppage, slowdown, or other interference with work by the Association or by any of its employee members that will interfere with the work of the District, nor shall there be a lockout of employees by the Board or its agents during the term of this Agreement. e. The provisions of this section shall not be interpreted to require that the Association process any grievance through the grievance or arbitration procedure which it believes, in good faith, lacks merit. E. In instances where an alleged contract violation affects a clearly defined class of bargaining unit members in a single department, the Association will submit the grievance in writing to the appropriate Service Area director commencing at Step 2. If, in the mutual judgment of the Association and conclusive on the partiesDistrict, a grievance affects the Association or a clearly defined group or a class of bargaining unit members in more than one Service Area, the Association may submit such grievance, in writing, to the Superintendent directly and the processing of such grievance shall commence at Step 3. F. There shall be no reprisals by either of the parties against employees, supervisors, or Board members by reason of any participation in the grievance procedure. G. For purposes of processing a grievance break periods of 5 working days or more will be excluded from time lines for those employees who do not work during those breaks. In the event any party hereto shall elect to submit any a grievance is filed at such dispute to arbitration hereundertime as it cannot be processed through all the steps of this grievance procedure by the end of the employee’s school year, the Seller time limits set forth herein may, with the consent of the District, be reduced so that the grievance procedure may be exhausted prior to the end of the school year or as soon thereafter as it is practicable. H. All documents, communications, and records of a grievance will be filed separately from the personnel files. Any challenged document or record would remain in the grievant’s file pending the outcome of the grievance, and continue in the personnel file, if the grievance is decided in favor of the District. All charges resulting in disciplinary action shall be considered a permanent part of a employee’s personnel file and shall not be removed for any reason. I. Employee discipline and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience charges which resulted in the general subject matter of the dispute. Notice of such appointment discipline shall be sent in writing by each party to considered stale after 60 months, so long as no other discipline for the other, and the arbitrators so appointed, in the event same type of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaserconduct occurs. A judgment of a court of competent jurisdiction stale document may not be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingused for any purpose to support progressive discipline, non-extension, or dismissal.

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

Arbitration. Any (a) The party hereto may elect electing arbitration pursuant to submit any dispute hereunder Section 19.1 shall give Notice to that has effect to the other party and shall in such Notice appoint an amount in controversy in excess of $250,000 to arbitration hereunderindividual as arbitrator on its behalf. Any Within 15 days after such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderNotice, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. other party, by Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedinitiating party, shall appoint a second individual as arbitrator on its behalf. The arbitrators thus appointed shall appoint a third arbitrator. If either individual, and such three arbitrators shall as promptly as possible determine such dispute; provided, however, that: (i) if the Seller or the Purchaser second arbitrator shall fail to appoint an arbitrator, not have been appointed as aforesaid, for a period of ten the first arbitrator shall proceed to determine such dispute; and (10ii) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and if the two (2) so arbitrators appointed shallby the parties shall be unable to agree, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) 15 days after the appointment of the second arbitrator, upon the appointment of a third arbitrator, they shall give written Notice to the parties of such failure to agree, and, if the parties fail to agree upon the selection of a third arbitrator within 15 days after the arbitrators appointed by the parties give Notice as aforesaid, then either of the parties upon Notice to the other party may request such appointment by the then Chief Judge of the United States District Court for the State of Maryland, or in such Judge's absence, refusal, failure or inability to act, may apply for a court appointment of such third arbitrator. (b) Each arbitrator shall be appointed by a fit and impartial person who shall have had at least five years' experience in the operation or ownership of hotel properties. (c) The arbitration shall be conducted within the State of Maryland and, to the extent consistent with this Section 19.2, in accordance with the rules of the American Arbitration Association from its qualified panel Association. The arbitrators shall render their decision and award, upon the concurrence of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees two of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchasertheir number, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) 30 days after the appointment of the third arbitrator. Such decision and award shall be in writing and in duplicateshall be final, one binding and enforceable against the parties and shall be non-appealable, and counterpart copies thereof to shall be delivered to each of the Seller parties. In rendering such decision and one to award, the Purchaserarbitrators shall not add to, subtract from or otherwise modify the provisions of this Agreement. A judgment Judgment may be had on the decision and award of a the arbitrator(s) so rendered in any court of competent jurisdiction may be entered upon jurisdiction. (d) Each party shall pay the award fees and expenses of the one of the two original arbitrators in accordance with appointed by or for such party, and the rules fees and statutes applicable thereto then obtainingexpenses of the third arbitrator and all other expenses of the arbitration (other than the fees and disbursements of attorneys or witnesses for each party) shall be borne by the parties equally.

Arbitration. Any Section 1. In the event either party hereto may elect elects to submit any dispute hereunder that has an amount in controversy in excess of $250,000 a grievance to arbitration hereunder. Any such arbitration arbitration, the arbitrator shall be conducted in Bostonselected according to and shall be governed by the following procedures: Either party may, Massachusetts in accordance within twelve (12) school days following a decision by the School Committee at Level 3, file a demand for arbitration with the Commercial Arbitration Rules of the American Arbitration Association then pertaining to provide a list of arbitrators from whom the parties will select an arbitrator under the provisions of the Voluntary Labor Arbitration rules. The party filing a demand for arbitration shall copy the other party in writing at the time that it files its demand with the American Arbitration Association. Section 2. Each party shall bear the expense of its representatives, participants, witnesses and for the preparation and representation of its own case. The fees and expenses (if any) of the arbitrator and the decision of the arbitrators with respect to such dispute American Arbitration Association shall be binding, final and conclusive on shared equally by the parties. In the no event shall any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter present or future member of the disputeCommittee have any personal obligation for any payment under any provision of this Agreement. Section 3. Notice of such appointment The arbitrator shall hold hearings promptly and, unless the time shall be sent in writing extended by each party to the othermutual agreement, and the arbitrators so appointed, in the event of their failure to agree within shall issue his award not later than thirty (30) days after from the appointment date of the second arbitrator upon closing of the matter so submittedhearings or, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitratorif oral hearings have been waived, as aforesaid, for a period of ten (10) days after written notice from the other party date of submission to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment him of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, final statement and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionBriefs. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision 's award shall be in writing and in duplicateshall set forth his findings of fact, one counterpart thereof reasoning, and conclusions. The arbitrator shall be without power or authority to be delivered to make an award which requires the Seller commission of an act prohibited by law or which is inconsistent with any provision of this contract or with the Rules and one to Regulations of the PurchaserGroton-Dunstable Regional School Committee. A judgment of a court of competent jurisdiction may be entered upon the The award of the arbitrators arbitrator shall be submitted to the School Committee and the Association and, subject to law, shall be final and binding upon the School Committee, the Association and the aggrieved teacher. Section 4. The Arbitrator shall be bound by the procedure set forth in the Voluntary Labor Arbitration Rules as now in effect or thereafter established by the American Arbitration Association. He shall arrive at his decision solely upon the facts, evidence and contentions as presented by the parties through the arbitration proceedings. The Arbitrator shall have no power to add to, subtract from or modify, any of the terms of this Agreement, and in reaching his decision shall interpret this Agreement in accordance with the rules commonly accepted meaning of the words used herein and statutes applicable thereto then obtainingthe principle that there are no restrictions intended upon the rights and authority of the Committee other than those expressly set forth herein. Subject to the foregoing, the decision of the arbitrator shall be final and binding upon the parties. Section 5. Notwithstanding anything to the contrary, no dispute or controversy shall be the subject for arbitration unless it involves the interpretation or application of a specific provision of this Agreement. The parties may, by mutual agreement, submit more than one pending grievance to the same arbitrator.

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

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

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

Arbitration. Any party hereto If the grievance is not settled on the basis of the foregoing procedures, and if the grievant and the Union have complied with the specific time limitations specified in Steps 1, 2, and 3, the Union may elect to submit any dispute hereunder that has an amount the issue in controversy in excess of $250,000 writing to arbitration hereunderwithin fourteen (14) calendar days following the receipt of the written reply from the Administrator or designee. If the Employer and the Union fail to agree on an arbitrator, a list of eleven (11) arbitrators will be requested from the Federal Mediation and Conciliation Service. The parties will thereupon alternate in striking a name from the panel until one name remains. The person whose name remains will be the arbitrator. Each party shall have the right to reject one (1) entire panel and request, at their expense, another panel. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect arbitrator accepting an assignment under this Article will endeavor to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree issue an award within thirty (30) calendar days after the appointment of the second arbitrator upon close of the matter so submitted, shall appoint a third arbitrator. If either the Seller hearing or the Purchaser receipt of post-hearing briefs, whichever is later, unless the parties mutually agree to a later date. The Arbitrator’s decision will be final and binding on all parties. The Arbitrator shall fail have no authority to appoint an arbitratordecide staffing issues. The Arbitrator will have no authority to add to, subtract from, or otherwise change or modify the provisions of this Agreement, but will be authorized only to interpret existing provisions of this Agreement as aforesaidthey may apply to the specific facts of the issue in dispute. The Arbitrator will have no authority to award punitive damages, for a period of ten (10) days after written notice from nor will the other party Arbitrator be authorized to make such appointment, then a back pay award for any period earlier than the beginning of the pay period prior to the pay period in effect in which the grievance was first presented to the Employer at Step 1 of this grievance procedure. Each party will bear one-half (1/2) of the fee of the arbitrator appointed for an Award issued on a timely basis and any other expense jointly incurred incident to the arbitration hearing. All other expenses, including but not limited to legal fees, deposition costs, witness fees, and any and every other cost related to the presentation of a party’s case in this or any other 42 forum, will be borne by the party having made such appointment shall appoint a second arbitrator incurring them, and neither party will be responsible for the two (2) so appointed shall, in the event expenses of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed witnesses called by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparty.

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

Arbitration. Any party hereto 1. A grievance that is not resolved at Step Three may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 be submitted to arbitration hereunderby the Union, provided that written notice of intent to arbitrate is received by the Associate Vice President for Academic Personnel within 15 business days following receipt by the Union of the Step Three answer. Any such arbitration Such notice shall be conducted in Bostonidentify the grievance, Massachusetts in accordance with set forth the Commercial Arbitration Rules provisions of the Agreement involved and the remedy desired. 2. Following the written notice to the Associate Vice President for Academic Personnel, the Employer and the Union shall attempt to select an arbitrator. If an arbitrator is not selected within five business days of the written notice, the Union, within the next 10 business days only, may request the Federal Mediation and Conciliation Service or the American Arbitration Association then pertaining and (AAA) to administer the decision process of selecting an arbitrator. The arbitrator shall not be an employee of the arbitrators with respect Employer or of the Union, nor be a member of the American Federation of Teachers (AFT). 3. Either the Employer or the Union or both shall notify the Arbitrator of selection and upon acceptance shall forward to such dispute shall be binding, final and conclusive on the parties. In Arbitrator a copy of the event any party hereto shall elect to submit any such dispute to arbitration hereundergrievance, the Seller Employer's answer at Step Three, the Union notice of intent to arbitrate and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter copy of the disputeAgreement. Notice A copy of such appointment this communication (except the copy of the Agreement) shall be sent in writing by each party to either the Employer or the Union, as the case may be. If the Arbitrator does not accept selection, the selection process shall be repeated until an arbitrator has accepted selection. 4. Upon receipt of this communication, the Arbitrator shall fix the time and place for hearing the issue or issues submitted for decision. 5. At the time of the arbitration hearing, both the Employer and the Union shall have the right to examine and cross-examine witnesses. 6. Upon request of either the Employer or the Union or both, a transcript of the hearing shall be made and furnished to the otherArbitrator with the Employer and the Union having an opportunity to purchase their own copies. The party requesting the transcript shall bear the cost of the Arbitrator's copy, unless it is mutually requested. In such a case, the cost shall be sharedequally. 7. At the close of the hearing, the Arbitrator shall afford the Employer and the Union a reasonable opportunity to furnish briefs if either party requests the opportunity. 8. The jurisdictional authority of the Arbitrator is defined as, and limited to, the determination of any grievance as defined in Section A submitted to him/her consistent with this Agreement and considered by him/her in accordance with this Agreement. 9. The standard of evidence in misconduct cases shall be the civil standard of a preponderance of the evidence. 10. The Arbitrator shall not have any authority to add to, subtract from, or otherwise modify any of the terms, clauses, or provisions of this Agreement. 11. The fees and expenses of the Arbitrator shall be split between the Employer and the Union. The expenses of, and the arbitrators so appointedcompensation for, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If each and every witness and representative for either the Seller Employer or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, Union shall be paid by the respective party engaging such counsel producing the witness or calling or engaging such witnesseshaving the representative. 12. The Arbitrator shall render the decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicatewithin 30 calendar days following the hearing. 13. The Arbitrator's decision, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators when made in accordance with the rules Arbitrator's jurisdiction and statutes applicable thereto then obtainingauthority established by this Agreement, shall be final and binding upon the Employer, the Union, and the Employee or Employee involved. 14. The provisions of this Section do not prohibit the Employer and the Union from mutually agreeing to expedite arbitration of a given grievance or grievances.

Arbitration. Any party hereto If we cannot resolve a Dispute as set forth in Section 15.1 above within 60 days of receipt of the notice, then either You or Company may elect submit the Dispute to formal arbitration in accordance with this Section 15.2. If we cannot resolve an Excluded Dispute as set forth in Section 15.1 above within 60 days of receipt of the notice, then either You or Company may submit any dispute hereunder the Excluded Dispute to formal arbitration only if You and Company consent, in a writing signed by You and Company’s Vice President of Legal and Business Affairs, to have that has an amount Excluded Dispute subject to arbitration. In such a case (and only in controversy in excess such a case), that Excluded Dispute will be deemed a “Dispute” for the remainder of $250,000 this Section 15.2. Upon expiration of the applicable 60-day period and to the fullest extent permitted by applicable law, a Dispute will be resolved solely by binding arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator“AAA”). If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for Dispute has a period claimed value of ten (10) days after written notice from the other party to make such appointmentnot more than $250,000, then the arbitration will be heard and determined by a single neutral arbitrator appointed by who is a retired judge or a lawyer with not less than 15 years’ experience as a practicing member of the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, bar in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as substantive practice area related to the subject matter in question. The fees of the third arbitrator and the expenses incident to Dispute, who will administer the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules AAA’s Supplementary Procedures for Consumer Related Disputes. If the Dispute has a claimed value of more than $250,000, or if Company elects in its sole discretion to bear the costs of arbitration in excess of those that would occur for a proceeding before a single neutral arbitrator, then the arbitration will be heard and statutes determined by a three member panel, with one member to be selected by each party and the third (who will be chair of the panel) selected by the two party appointed members or by the AAA in accordance with the Commercial Arbitration Rules. The arbitrator or arbitration panel, as the case may be, will apply applicable thereto law and the provisions of this User Agreement and any Additional Terms, will determine any Dispute according to the applicable law and facts based upon the record and no other basis, and will issue a reasoned award. If You and Company do not both consent to the arbitration of an Excluded Dispute as set forth in the immediately preceding paragraph of this Section 15.2(a), then obtaining.this paragraph and the remainder of this Section 15.1 will not apply to the Excluded Dispute. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling or unable to set a hearing date within 60 days of the filing of a “demand for arbitration,” then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that You and a legal officer of Company consents to in writing. The substantive practice area requirements for the arbitrator and the $250,000 threshold for the number of arbitrators assigned to the Dispute set forth in the paragraph above for the AAA arbitration will also apply to any such arbitration under JAMS or another arbitration service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 JAMS: 949.224.1810

Arbitration. Any party hereto may elect controversy or claim arising out of or relating to the Agreement, or the breach thereof, or any failure to agree where agreement of the parties is necessary pursuant hereto, including the determination of the scope of this agreement to arbitrate, shall be resolved by the following procedures: (a) The parties agree to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to final and binding arbitration hereunder. Any such arbitration shall be conducted in Bostonadministered by the American Arbitration Association (the "AAA"), Massachusetts in accordance with pursuant to the Commercial Arbitration Rules of the American Arbitration Association then pertaining AAA as in effect at the time of submission. The arbitration shall be held in Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the decision "ARBITRATOR"). (b) Unless the parties have agreed upon the selection of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderArbitrator before then, the Seller and AAA shall appoint the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree Arbitrator within thirty (30) days after the appointment submission to AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the selection of the second arbitrator upon Arbitrator. Each party shall be limited to two pre-hearing depositions each lasting no longer than two (2) hours. The parties shall exchange documents to be used at the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of hearing no later than ten (10) days after written notice from prior to the other hearing date. Each party shall have no longer than three (3) hours to make such appointmentpresent its position, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the entire proceedings before the Arbitrator shall be on no more than two (2) so appointed shall, in the event of their failure to agree upon any decision hearing days within thirty (30) days thereafter, appoint a third arbitratortwo week period. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator The award shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least made no more than ten (10) years’ recent professional experience days following the close of the proceeding. The Arbitrator's award shall not include consequential, exemplary, or punitive damages. The Arbitrator's award shall be a final and binding determination of the dispute and shall be fully enforceable in any court of competent jurisdiction. Except in a proceeding to enforce the results of the arbitration, neither party nor the Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. (c) In the event that it shall be necessary or desirable for the Executive to retain legal counsel or incur other costs and expenses in connection with the enforcement or protection of any or all of the Executive's rights under this Agreement, the Bank shall pay (or the Executive shall be entitled to recover from the Bank, as the case may be) the Executive's reasonable attorneys' fees and other reasonable costs and expenses in connection with the enforcement or protection of said rights (including the enforcement of any arbitration award in court) regardless of the final outcome, unless and to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of extent the arbitrators shall determine that under the circumstances recovery by the Executive of all or a part of any such fees and costs and expenses would be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingunjust.

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

Arbitration. Any (a) The Buyer, on the one hand, or the Company, on the other hand, may submit any matter referred to in Section 11.2 hereof to arbitration by notifying the other parties hereto, in writing, of such dispute. Within 10 days after receipt of such notice, the Buyer and the Company shall designate in writing one arbitrator to resolve the dispute; provided, that if the parties hereto cannot agree on an arbitrator within such 10-day period, the arbitrator shall be selected by the American Arbitration Association's Boston office if the arbitration is initiated by the Company and selected by the American Arbitration Association's Atlanta office if initiated by the Buyer. The arbitrator so designated shall not be an employee, consultant, officer, director or stockholder of any party hereto may elect or any Affiliate of any party to submit any dispute hereunder that has an amount this Agreement. (b) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the Company shall meet, at which time the Buyer and the Company shall be required to set forth in controversy in excess writing all disputed issues and a proposed ruling on each such issue. (c) The arbitrator shall set a date for a hearing, which shall be no later than 30 days after the submission of $250,000 written proposals pursuant to arbitration hereunderparagraph (b) above, to discuss each of the issues identified by the Buyer and the Company. Any Each such party shall have the right to be represented by counsel. The arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules rules of the American Arbitration Association then pertaining and Association; provided, that the decision arbitrator shall have sole discretion with regard to the admissibility of evidence. (d) The arbitrator shall use his best efforts to rule on each disputed issue within 30 days after the completion of the arbitrators with respect hearings described in paragraph (c) above. The determination of the arbitrator as to such the resolution of any dispute shall be binding, final binding and conclusive on the partiesupon all parties hereto. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter All rulings of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to shall be delivered to the Seller parties hereto. (e) Any arbitration pursuant to this Section 11 shall be conducted in Boston if initiated by the Company and one to Atlanta if initiated by the PurchaserBuyer. A judgment of a court of competent jurisdiction Any arbitration award may be entered upon in and enforced by any court having jurisdiction thereover and the award parties hereby consent and commit themselves to the jurisdiction of the arbitrators in accordance with courts of the rules and statutes applicable thereto then obtainingState of Georgia for purposes of the enforcement of any arbitration award.

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

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

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

Arbitration. Any party hereto may elect to submit If any dispute hereunder that has an amount arises out of or in controversy connection with this Agreement (except for any dispute arising out of or in excess connection with the confidentiality provisions set forth on Exhibit A hereto), the obligations arising under this Agreement (except for any obligations arising under the confidentiality provisions set forth on Exhibit A hereto) or the interpretation of $250,000 this Agreement's terms (except for the interpretation of the terms of the confidentiality provisions set forth on Exhibit A hereto), the matter shall be referred to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with pursuant to the Commercial Arbitration Rules commercial rules of the American Arbitration Association and according to the following terms: (A) Either party may initiate arbitration by giving written notice requesting arbitration to the other party. (B) The parties shall select a single arbitrator by mutual agreement, but if they fail to select an arbitrator within 10 calendar days of the receipt of notice of arbitration, then pertaining each party shall within seven business days thereafter, appoint their respective arbitrator and the decision two arbitrators thus chosen shall together, within seven business days of their appointment, select a third arbitrator and that three member panel shall arbitrate the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesdispute. In the event any party hereto that the two arbitrators shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event fail within seven business days of their failure appointment to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint select a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then upon written request of either party, the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from Association. If a party shall fail to appoint an arbitrator as required the arbitrator appointed by the other party shall be the sole arbitrator. The arbitration shall be conducted in Omaha, Nebraska. (C) Within 15 business days of the appointment of the arbitrator or panel, as the case may be, each party shall state in writing its qualified panel of arbitratorsposition concerning the dispute, supported by the reasons therefore, and deliver its position to the arbitrator(s) and the other party. If either party fails to submit its position in a timely manner, the position submitted by the other party shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesdeemed correct, and the fees of expert witnesses and other witnesses called for by the parties, arbitration shall be paid by the respective party engaging such counsel or calling or engaging such witnessesdeemed concluded. The decision parties shall then have 10 calendar days to respond to the position of the arbitrators shall be rendered other party and deliver that response to the arbitrator(s). The arbitrator(s) shall, within thirty (30) 30 calendar days after appointment thereafter, meet to consider the documents presented in order to make a determination by majority on the issues in dispute. Within 15 business days of the third arbitratorend of their meeting the arbitrator(s) shall present their award. Such decision shall be in writing and in duplicate, one counterpart thereof The arbitrator(s) may award a party the right to be delivered to terminate this Agreement if termination is a remedy specified herein for the Seller and one to claim which is the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award subject of the arbitrators arbitration. (D) Each party in accordance with such arbitration shall bear one-half each of the rules expenses of the arbitrator(s), including their fees and statutes applicable thereto then obtainingcosts, but each party shall bear their own expenses, including attorney's fees.

Arbitration. Any party hereto may elect to submit All appeals from determinations of a Units Award Dispute by the EB Committee as described in subsection (b) above, and any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration Units Damages Dispute, shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining fully and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to finally settled by arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed administered by the American Arbitration Association (“AAA”) on an individual basis (and not on a collective or class action basis) before a single arbitrator pursuant to the AAA’s Commercial Arbitration Rules in effect at the time any such arbitration is initiated. Any such arbitration must be initiated in writing pursuant to the aforesaid rules of the AAA no later than one year from its qualified panel the date that the claim accrues. Decisions about the applicability of arbitrators, and the limitations period contained herein are for the arbitrator to decide. A copy of the AAA’s Commercial Arbitration Rules may be obtained from Human Resources. The Participant agrees that the arbitration shall be a person having held at least ten (10) years’ recent professional experience as to the subject matter in question. The fees office of the third arbitrator and AAA nearest the expenses incident to place of the proceedings shall be borne equally between Participant’s most recent employment by the Seller and the PurchaserCompany or a Related Company, unless the arbitrators decide otherwiseparties agree to a different location. All claims by the Company or a Related Company against the Participant, except for breaches of any of the Participant’s Obligations contained in Exhibit A hereto, shall also be raised in such arbitration proceedings. (i) The arbitrator shall have the authority to determine whether this arbitration agreement is enforceable and whether any dispute submitted for arbitration hereunder is arbitrable. The fees arbitrator shall decide all issues submitted for arbitration according to the terms of respective counsel engaged by the partiesPlan, this Agreement, existing Company policy, and applicable substantive New York State and U.S. federal law and shall have the fees authority to award any remedy or relief permitted by such laws. The final decision of expert witnesses and other witnesses called for by the parties, EB Committee with respect to a Units Award Dispute shall be paid by the respective party engaging upheld unless such counsel decision was arbitrary or calling or engaging such witnessescapricious. The decision of the arbitrators arbitrator shall be rendered within thirty final and binding and enforceable in any applicable court. (30ii) days after appointment The Participant understands and agrees that, pursuant to this Agreement, both the Participant and the Company or a Related Company waive any right to xxx each other in a court of law or equity, to have a trial by jury, or to resolve disputes on a collective, or class, basis, and that the third arbitratorsole forum available for the resolution of Units Award Disputes and Units Damages Disputes is arbitration as provided herein. Such decision This dispute resolution procedure shall be not prevent either the Participant or the Company or a Related Company from commencing an action in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction for the purpose of obtaining injunctive relief to prevent irreparable harm pending arbitration hereunder; in such event, both the Participant and the Company or a Related Company agree that the party who commences the action may be entered upon the award proceed without necessity of posting a bond. (iii) In consideration of the arbitrators Participant’s agreement in subsection (ii) above, the Company or a Related Company will pay all filing, administrative and arbitrator’s fees incurred in connection with the arbitration proceedings. If the AAA requires the Participant to pay the initial filing fee, the Company or a Related Company will reimburse the Participant for that fee. (iv) The parties intend that the arbitration procedure to which they hereby agree shall be the exclusive means for resolving all Units Award Disputes (subject to the mandatory EB Committee procedure provided for in Paragraph 25(b) above) and Units Damages Disputes. Their agreement in this regard shall be interpreted as broadly and inclusively as reason permits to realize that intent. (v) Notwithstanding any other provision of this Agreement, any dispute arising under this Agreement or subject to this dispute resolution provision shall be governed by and construed in accordance with the rules and statutes applicable thereto then obtaininglaws of the State of New York, without giving effect to the conflicts of laws provisions thereof.

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

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

Arbitration. 17.1.1 Any party hereto may elect dispute or disagreement relating to submit any dispute hereunder this Agreement that has an amount is not settled to their mutual satisfaction within the applicable notice or cure periods provided in controversy this Agreement, shall, upon the demand for arbitration by either party, be settled by arbitration in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in BostonNew York, Massachusetts New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive in effect on the partiesdate that a party gives notice of its demand for arbitration under this Section 17.1. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the If Seller and Purchaser cannot agree on a single arbitrator within fifteen (15) days after the notice demanding arbitration is received by the receiving party, Seller and Purchaser shall each appoint select an arbitrator within the subsequent fifteen (15) day period and pay all fees of the two (2) arbitrators shall select a fit and impartial person as third arbitrator with at least within ten (10) years’ recent professional experience in days. If the general subject matter parties fail to appoint arbitrators or the arbitrators cannot agree on a third arbitrator, then either party may request that the American Arbitration Association shall select and appoint a neutral arbitrator who shall act as the sole arbitrator. The parties shall be entitled to submit expert testimony and/or written documentation on such arbitration proceeding. The decision of the dispute. Notice of such appointment arbitrator or arbitrators shall be sent in writing by each party to the otherfinal and binding upon Seller and Purchaser and shall include written findings of law and fact, and judgment may be obtained thereon by either Seller or Purchaser in a court of competent jurisdiction. Seller and Purchaser shall each bear the cost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, shall be shared equally by Seller and Purchaser unless the award otherwise provides. The arbitrator or arbitrators so appointed, in the event of their failure shall be instructed to agree establish procedures such that a decision can be rendered within thirty ninety (3090) days after the appointment of the second arbitrator upon the matter so submitted, or arbitrators. In no event shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed or arbitrators have the power to award any damages described in and limited by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator Section 9 which section shall be appointed by binding on the American Arbitration Association from its qualified panel arbitrator(s). This Section 17 shall not be construed to limit either party’s ability to recover under Section 10 with respect to claims of arbitratorsthird parties brought against such party. 17.1.2 The obligation to arbitrate shall not be binding upon either party with respect to requests for preliminary injunctions, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter temporary restraining orders, specific performance or other procedures in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon to obtain interim relief when deemed necessary by such court to preserve the award status quo or prevent irreparable injury pending resolution by arbitration of the arbitrators in accordance actual dispute. 17.1.3 Any arbitrator appointed to act under this Section 17.1 must agree to be bound to the provisions of this Agreement, including Sections 9 and 12 with respect to the rules terms of this Agreement and statutes applicable thereto then obtainingany information obtained during the course of the arbitration proceedings.

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

Arbitration. Any party hereto may elect to submit If any dispute hereunder that has an amount arises out of or in controversy connection with this Agreement (except for any dispute arising out of or in excess connection with the confidentiality provisions set forth on Exhibit A hereto), the obligations arising under this Agreement (except for any obligations arising under the confidentiality provisions set forth on Exhibit A hereto) or the interpretation of $250,000 this Agreement's terms (except for the interpretation of the terms of the confidentiality provisions set forth on Exhibit A hereto), the matter shall be referred to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with pursuant to the Commercial Arbitration Rules commercial rules of the American Arbitration Association and according to the following terms: (A) Either party may initiate arbitration by giving written notice requested arbitration to the other party. (B) The parties shall select a single arbitrator by mutual agreement, but if they fail to select an arbitrator within 10 calendar days of the receipt of notice of arbitration, then pertaining each party shall within seven business days thereafter, appoint their respective arbitrator and the decision two arbitrators thus chosen shall together, within seven business days of their appointment, select a third arbitrator and that three member panel shall arbitrate the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesdispute. In the event any party hereto that the two arbitrators shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event fail within seven business days of their failure appointment to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint select a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then upon written request of either party, the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from Association. If a party shall fail to appoint an arbitrator as required the arbitrator appointed by the other party shall be the sole arbitrator. The arbitration shall be conducted in Minneapolis, Minnesota. (C) Within 15 business days of the appointment of the arbitrator or panel, as the case may be, each party shall state in writing its qualified panel of arbitratorsposition concerning the dispute, supported by the reasons therefore, and deliver its position to the arbitrator(s) and the other party. If either party fails to submit its position in a timely manner, the position submitted by the other party shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesdeemed correct, and the fees of expert witnesses and other witnesses called for by the parties, arbitration shall be paid by the respective party engaging such counsel or calling or engaging such witnessesdeemed concluded. The decision parties shall then have 10 calendar days to respond to the position of the arbitrators shall be rendered other party and deliver that response to the arbitrator(s). The arbitrator(s) shall, within thirty (30) 30 calendar days after appointment thereafter, meet to consider the documents presented in order to make a determination by majority on the issues in dispute. Within 15 business days of the third arbitratorend of their meeting the arbitrator(s) shall present their award. Such decision shall be in writing and in duplicate, one counterpart thereof The arbitrator(s) may award a party the right to be delivered to terminate this Agreement if termination is a remedy specified herein for the Seller and one to claim which is the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award subject of the arbitrators arbitration. (D) Each party in accordance with such arbitration shall bear one-half each of the rules expenses of the arbitrator(s), including their fees and statutes applicable thereto then obtainingcosts, but each party shall bear their own expenses, including attorney's fees.

Arbitration. Any party 33.01. The parties hereto may elect shall not be deemed to submit have agreed to determination of any dispute hereunder arising out of this Lease by arbitration unless determination in such manner shall have been specifically provided for in this Lease. 33.02. The party desiring arbitration shall give notice to that has an amount effect to the other party and shall in controversy such notice appoint a person as arbitrator on its behalf. Within ten (10) days, the other party by notice to the original party shall appoint a second person as arbitrator on its behalf. The arbitrators thus appointed shall appoint a third person, and such three arbitrators shall as promptly as possible determine such matter, provided, however that: (a) If the second arbitrator shall not have been appointed as aforesaid, the first arbitrator shall proceed to determine such matter; and (b) If the two arbitrators appointed by the parties shall be unable to agree, within ten (10) days after the appointment of the second arbitrator, upon the appointment of a third arbitrator, they shall give written notice to the parties of such failure to agree, and, if the parties fail to agree upon the selection of such third arbitrator within ten (10) days after the arbitrators appointed by the parties give notice as aforesaid, then within five (5) days thereafter either of the parties upon notice to the other party may request such appointment by the American Arbitration Association (or any organization successor thereto), or in excess it absence, refusal, failure, or inability to act, may apply for a court appointment of $250,000 to arbitration hereundersuch arbitrator. 33.03. Any such Each arbitrator shall be a fit and impartial person who shall have had at least five years' experience in a calling connected with the matter of dispute. 33.04. The arbitration shall be conducted in Bostonconducted, Massachusetts to the extent consistent with this Article, in accordance with the Commercial Arbitration Rules then prevailing rules of the American Arbitration Association then pertaining (or any organization successor thereto). The arbitrators shall render their decision and award, upon the decision concurrence of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event two of their failure to agree number, within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator Such decision and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator award shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, in writing and shall be a person having at least ten (10final and conclusive on the parties, and counterpart copies thereof shall be delivered to each of the parties. In rendering such decision and award, the arbitrators shall not add to, subtract from, or otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of the arbitrator(s) years’ recent professional experience as to so rendered in any court of competent jurisdiction. Notwithstanding the foregoing, the parties hereto agree that such judgment of the arbitrator shall not be binding and may be the subject matter of litigation in questionthe Superior Court of New Jersey if it is alleged that the arbitrator made a mistake of fact or law. 33.05. The Each party shall pay the fees and expenses of the one of the two original arbitrators appointed by or for such party and the fees and expenses of the third arbitrator and all other expenses of the expenses incident to arbitration (other than the proceedings fees and disbursement of attorneys or witnesses for each party) shall be borne equally between by the Seller parties equally. 33.06. Notwithstanding the provisions of this Article, if any delay in complying with any requirements of this Lease by Tenant might subject Landlord to any fine or penalty, or to prosecution for a crime, or if it would constitute a default by Landlord under any mortgage, Landlord may exercise its right under Article 29, to remedy such default and in such event the Purchaser, unless sole question to be determined by the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the partiesunder this Article, shall be paid by the respective party engaging whether Tenant is liable for Landlord's cost and expenses of curing such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingdefault.

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

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

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

Arbitration. 11.1 Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Any party hereto to this Agreement may elect initiate arbitration by notice to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunderother party (a “Request for Arbitration”). Any such The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules AAA rules governing commercial arbitration in effect at the time of the American Arbitration Association then pertaining and arbitration, except as they may be modified by the decision provisions of this Agreement. The place of the arbitrators with respect to such dispute arbitration shall be bindingChicago, final Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Stockholder(s) from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesCompany within fifteen (15) days after delivery of the Request for Arbitration. The Stockholder(s) will make its appointment within ten (10) days after it receives the list of qualified individuals from the Company. In the event any party hereto the Company fails to send a list of at least five (5) qualified individuals to serve as arbitrator to the Stockholder within such fifteen-day time period, then the Stockholder shall elect appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Stockholder fails to submit any appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such dispute to arbitration hereunderlist from the Company, the Seller and Company shall appoint one of the Purchaser shall each appoint and pay all fees of a fit and impartial person individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with any of the parties to this Agreement and who has at least ten (10) years’ recent professional years of experience in the general subject matter practice of the disputelaw with experience in private equity and securities law matters. Notice of such appointment The arbitration shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafterfollowing such completion. The parties may agree to extend the time limits specified in the foregoing sentence. 11.2 The arbitrator will apply the substantive law (and the law of remedies, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45if applicable) days after the appointment of the second State of Delaware without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the parties an opportunity to present written submission and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator, then such third arbitrator ’s award by any court. The arbitrator’s award shall be appointed by the American Arbitration Association from its qualified panel of arbitratorsfinal and binding, and shall judgment on the award may be a person having at least ten (10) years’ recent professional experience as to the subject matter entered in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction, including the courts of Xxxx County, Illinois. Each party to this Agreement irrevocably submits to the non-exclusive jurisdiction and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 11.1 OF THIS AGREEMENT. 11.3 The parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be entered upon required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided, however, that nothing herein shall prevent a party from disclosing information regarding the award arbitration for purposes of enforcing the award. The parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration.

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

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

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration (a) All disputes arising under this Agreement shall be conducted settled by arbitration in Boston, Massachusetts in accordance with Massachusetts, before a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association then pertaining and provided, however, that notwithstanding such rules, the decision of the arbitrators with respect parties to such dispute shall arbitration may conduct discovery as to relevant books, records and other documents in connection therewith. Arbitration may be binding, final and conclusive on the parties. In the event commenced at any time by any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after giving written notice from the to each other party to make a dispute that such appointmentdispute has been referred to arbitration under this Section 23. (b) Within 10 business days after receipt of such notice, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator Lender and the two (2) so appointed shallBorrower shall designate in writing one arbitrator to resolve the dispute; provided, in that if the event of their failure to parties cannot agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third on an arbitrator within forty five (45) days after such 10-day period, the appointment of the second arbitrator, then such third arbitrator shall be appointed selected by the American Arbitration Association from its qualified panel Association. The arbitrator so designated shall not be an employee, consultant, officer, director, stockholder or an affiliate of arbitratorsany party hereto. (i) Within 15 business days after the designation of the arbitrator, the arbitrator, the Lender and the Borrower shall meet, at which time the Lender and the Borrower shall submit in writing all disputed issues and a proposed ruling on each such issue. (ii) The arbitrator shall set a date for a hearing, which shall be no later than 20 business days after the submission of written proposals pursuant to clause (ii), to discuss each of the issues identified by the Lender and the Borrower. Each such party shall have the right to be represented by counsel. The arbitration shall be governed by the rules of the American Arbitration Association; provided, that the arbitrator shall have sole discretion with regard to the admissibility of evidence. (iii) The arbitrator shall use his best efforts to rule on each disputed issue within 20 business days after the completion of the hearings described in clause (iii). The arbitrator shall rule in favor of the position of one party or the other in the matter, and shall be a person having at least ten (10) years’ recent professional experience as not "split" or compromise the position of the parties. The determination of the arbitrator to the subject matter in questionresolution of any dispute shall be binding and conclusive upon all parties hereto. The fees All rulings of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to shall be delivered to the Seller parties hereto. (iv) The prevailing party in any arbitration shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration. The non-prevailing party shall pay such fees, together with the fees of the arbitrator and one to the Purchaser. A judgment costs and expenses of the arbitration. (v) Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding upon the parties. (c) To the extent that arbitration is not legally permitted, any party may commence a civil action in a court of competent appropriate jurisdiction may be entered upon to solve disputes hereunder. Nothing contained in this Section 24 shall prevent the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties from settling any dispute by mutual agreement at any time.

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

Arbitration. (i) Any party hereto may elect to submit any dispute hereunder that has an amount matter referred to in controversy in excess of $250,000 Section 11.11(a) to arbitration hereunderby notifying the other party, in writing, of such dispute. Any Within 30 days after receipt of such notice, the parties shall designate in writing one arbitrator to resolve the dispute; provided, that if the parties cannot agree on an arbitrator within such 30-day period, the arbitrator shall be selected by the Boston, Massachusetts, Office of the American Arbitration Association. The arbitrator shall be a retired federal or state judge, and shall not be an Affiliate, Representative, employee, consultant, officer, director or stockholder of any party hereto. If neither the parties nor the Boston, Massachusetts, Office of the American Arbitration Association is able to identify an individual to serve as the arbitrator, the Boston, Massachusetts, Office of the American Arbitration Association shall select an arbitrator from the CPC Panel of Distinguished Neutrals of the CPR Institute for Dispute Resolution. (ii) Within 30 days after the designation of the arbitrator, the arbitrator and the parties hereto shall meet, at which time the parties shall be required to set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 45 days after the submission of written proposals pursuant to Section 11.11(b)(ii), to discuss each of the issues identified by the parties. Each party hereto shall have the right to be represented by counsel. Except as provided herein, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association; provided, however, that the Federal Rules of Evidence shall apply with regard to the admissibility of evidence and the decision arbitration shall be conducted by a single arbitrator. (iv) The arbitrator shall use his or her reasonable efforts to rule on each disputed issue within 30 days after the completion of the arbitrators with respect hearings described in Section 11.11(b)(iii). The determination of the arbitrator as to such the resolution of any dispute shall be binding, final binding and conclusive on the partiesupon all parties hereto. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter All rulings of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to shall be delivered to the Seller parties. (v) The attorneys' fees of the parties hereto in any arbitration, the fees of the arbitrator, and one the costs and expenses of the arbitration shall be borne by the parties as determined by the arbitrator. (vi) Any arbitration pursuant to this Section 11.11 shall be conducted in Boston, Massachusetts. Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding upon the Purchaser. A judgment parties hereto. (vii) Notwithstanding the foregoing, nothing in this Section 11.11 shall be construed as limiting in any way the right of a party hereto to seek a temporary restraining order or other injunctive relief with respect to any actual or threatened breach of this Agreement or any Ancillary Agreement from a court of competent jurisdiction jurisdiction. Should any party to this Agreement seek a temporary restraining order or other injunctive relief, then for purposes of determining whether to grant such temporary restraining order or other injunctive relief, the dispute underlying the request for such temporary restraining order or other injunctive relief may be entered upon the award heard by such court of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcompetent jurisdiction.

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

Arbitration. Any A. In the event that such grievance cannot be settled by the parties through the grievance machinery, then either party hereto may submit it to arbitration. Except as otherwise provided herein, the Voluntary Labor Arbitration Rules then obtaining of the American Arbitration Association shall apply; provided that if such grievance has not been submitted to arbitration within ninety (90) days following the date on which the grievance was delivered to the Company, such grievance shall be deemed to have been abandoned. The parties agree to abide by the award and judgment upon the award may be entered in any court having jurisdiction thereof. B. A demand for arbitration shall be made in writing. Such demand shall specify the applicable contract provision(s) claimed to have been breached. There shall be one (l) arbitrator. Within fifteen (15) days of the demand, the Union and the Company shall jointly select the arbitrator. A permanent board of arbitrators has been selected to hear disputes during the term of this Agreement. In Chicago, the panel shall consist of: Xxxxxx Xxxxxxxxx To Be Determined Each Arbitrator shall hear disputes on a rotating basis; however, in the event the appropriate Arbitrator has no available dates for hearing the case within a two (2) month period, either party may elect to submit proceed to the next Arbitrator. The permanent board of arbitrators shall serve for the duration of the Agreement unless either party, thirty (30) days prior to expiration of the Agreement, requests the removal of any dispute hereunder that has arbitrator by notice in writing to the other party. In such event or in the event an amount in controversy in excess of $250,000 arbitrator should resign or for other reasons be unable to arbitration hereunder. Any such arbitration perform his/her duties, the arbitrator's successor shall be conducted in Bostonchosen by mutual agreement of the parties. In the event that at any time no arbitrator who is a member of the board is available, Massachusetts an arbitrator shall be designated in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association then pertaining Association. The arbitrator's decision in writing shall be final. The hearing shall be held on two (2) days' notice and shall be concluded within fourteen (14) days unless otherwise ordered by the decision arbitrator. The award of the arbitrators with respect to such dispute arbitrator shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree made within thirty (30) days after the appointment close of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitratorshearing, and shall be a person having at least ten (10) years’ recent professional experience as to accompanied by the subject matter in question. The fees opinion. C. At arbitration hearings the release of Company employees who are covered by this Agreement, and whose attendance is requested by the third arbitrator and Union, will be on the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaserbasis of an unpaid leave of absence for union business, unless the arbitrators decide Company and the Union expressly agree otherwise. The fees Nothing herein shall hamper or interfere with the Company's ability to operate its business. D. Subject to the Company's performance of respective counsel engaged by the partiesforegoing, the Union agrees that it will not directly or indirectly authorize, aid, encourage, direct, abet or participate in any stoppage of work during the arbitration or prior to the rendition of the award, and the fees of expert witnesses and other witnesses called for by parties agree that all awards rendered will be binding upon them. Subject to the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision Union's performance of the arbitrators shall be rendered within thirty (30) days after appointment foregoing, the Company agrees that it will not directly or indirectly lock out the Employees under this Agreement during the arbitration or prior to the rendition of the third award. E. Matters of opinion in cases as to which the parties have provided in this Agreement for the exercise of opinion shall not be subject to arbitration unless a controversy or dispute is involved concerning the interpretation or application of the contract in such cases. F. If a grievance is submitted to arbitration pursuant to this Article, the arbitrator shall have authority to remedy the grievance by appropriate relief but shall not have the authority to add to, subtract from or modify any term of this Agreement. In no event shall the arbitrator. Such decision shall 's award be in writing and in duplicate, one counterpart thereof retroactive to be delivered a date more than eighteen (18) months prior to the Seller and one to date when the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingdemand for arbitration was served.

Arbitration. Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration arising between the Member or between the Company and a Member shall be resolved through a binding arbitration proceeding (an “Arbitration Proceeding”) conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and with expedited procedures in effect on the decision of date thereof. The arbitrator shall have authority to award reasonable attorney’s fees for costs for any party to the arbitrators with respect to such dispute arbitration. The arbitration hearing shall be bindingconducted in Chicago, final IL. 24.1.1 The Member desiring arbitration shall provide written notice to the other Member (the “Arbitration Notice”) indicating (i) the matter in controversy and conclusive on (ii) the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereundername, the Seller contact information and the Purchaser shall each appoint and pay all fees professional resume of a fit and impartial person as arbitrator with at least Qualified Arbitrator (“Initial Arbitrator”) to arbitrate such matter in controversy. The Member receiving the Arbitration Notice shall deliver to the other Member, within ten (10) years’ recent days of the receipt of the Arbitration Notice, written notice (“Second Arbitrator Notice”) of the name, contact information and professional experience resume of a second Qualified Arbitrator (“Second Arbitrator”) to arbitrate the matter in controversy set forth in the general subject matter of the disputeArbitration Notice. Notice of such appointment shall be sent in writing by each party to the other, The Initial Arbitrator and the arbitrators so appointedSecond Arbitrator shall, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after delivery of the Second Arbitrator Notice, agree, upon a Qualified Arbitrator (“Third Arbitrator”) and shall deliver written notice from of the name, contact information and professional resume of the Third Arbitrator to each Member simultaneously. 24.1.2 In the event the Initial Arbitrator and the Second Arbitrator cannot agree on the Third Arbitrator or if such Arbitrator is unwilling to act as the Third Arbitrator, then any Member may petition the AAA (or any successor body of similar function agreed upon by the Members) to appoint a Qualified Arbitrator to act as the Third Arbitrator within five (5) days of such petition. 24.1.3 The Arbitration Proceedings shall commence ten (10) Business Days after the engagement or appointment of the third Arbitrator pursuant to this Section 24. Such Arbitration Proceedings shall be conducted in one (1) day until completion, each party shall have no more than a total of four (4) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party and the arbitrators shall make a determination within ten (10) Business Days after conclusion of the Arbitration Proceeding. 24.1.4 Each Member shall sign all documents and do all other things necessary to make submit any such appointmentmatter to arbitration and agree to, then the arbitrator appointed and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the party having made such appointment shall appoint a second arbitrator decision rendered thereunder. 24.1.5 The costs and expenses of an Arbitration Proceeding and the arbitrators shall be shared equally by the Members, provided, however, each Member shall pay its own counsel and other professional fees and expenses with respect to such Arbitration Proceeding. 24.1.6 The final decision and award in which any two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator arbitrators agree shall be appointed by in writing, shall be binding on the American Arbitration Association from its qualified panel of arbitrators, Members and shall be nonappealable, and counterpart copies thereof shall be delivered to the Members. A judgment or order based upon such award may be entered in any court of competent jurisdiction. All actions necessary to implement the decision of the arbitrators shall be undertaken as soon as possible, but in no event later than five (5) Business Days after the rendering of such decision. 24.1.7 For purposes of this Section 24, a person “Qualified Arbitrator” shall mean an individual (i) having at least ten (10) years’ recent years of professional experience as to the with matters like that which is subject matter in question. The fees of the third arbitrator and the expenses incident dispute being submitted to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the partiesarbitration, and (ii) is neutral and shall have had no prior notice, information or discussions concerning the fees of expert witnesses and other witnesses called dispute and, at such time or for by the partiesprevious ten (10) years, shall be paid not have been employed by the respective party engaging such counsel or calling associated with or engaging such witnesses. The decision agent of the arbitrators shall be rendered within thirty (30) days after appointment any Member or any Affiliate of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment either of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingthem.

Arbitration. Any party hereto may elect A. In the event of a dispute between Lessee and Manager with respect to submit any issue which is specifically described in this Agreement as a matter to be decided by arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted determined by arbitration as provided in Boston, Massachusetts this Section 11.21. B. Disputes shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the pertaining. The decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller . C. Lessee and the Purchaser Manager shall each appoint and pay all fees of a fit and impartial person as arbitrator with who shall have had at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree upon the resolution of the dispute within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedarbitrator, shall appoint a third arbitrator. If either the Seller Lessee or the Purchaser Manager shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the arbitrator. The two (2) arbitrators so appointed shall, in the event of their failure to agree upon any decision resolution of the dispute within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty forty-five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Lessee and the PurchaserManager, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. . D. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Lessee and one to the PurchaserManager. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

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

Arbitration. Any Each party hereto may elect irrevocably agrees that any legal action or proceeding with respect to submit this Agreement, the transactions contemplated by this Agreement, any dispute hereunder that has an amount provision hereof, the breach, performance, validity or invalidity hereof or for recognition and enforcement of any judgment in controversy in excess of $250,000 respect hereof brought by another party hereto or its successors or permitted assigns will be referred to and finally resolved by binding confidential arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts administered by the Singapore International Arbitration Centre in accordance with the Commercial Arbitration Rules of the American Singapore International Arbitration Association then pertaining Centre (the “Administered Rules”) for the time being in force (which rules are deemed to be incorporated by reference in this Section 12), except as modified herein. The details of the arbitration will be as set forth in this Section 12. Unless otherwise agreed by the parties hereto in writing, any matter to be decided pursuant to this Section 12 will be decided by a panel of three arbitrators. The panel of three arbitrators will be chosen as follows: (i) within 15 days from the date of the receipt of the arbitration request (“Arbitration Request”), the party hereto submitting the Arbitration Request, on the one hand, and the decision two other parties hereto, on the other hand, will each name an arbitrator; and (ii) the two party-appointed arbitrators will thereafter, within 30 days from the date on which the second of the three arbitrators with respect to such dispute shall be bindingwas named, final and conclusive on name a third, independent arbitrator who will act as chairperson of the partiesarbitral tribunal. In the event any party that the parties hereto shall elect fail to submit any such dispute to arbitration hereunder, name an arbitrator within 15 days from the Seller and the Purchaser shall each appoint and pay all fees date of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter receipt of the dispute. Notice of such appointment shall Arbitration Request, then, upon written application by the parties hereto, that arbitrator will be sent in writing by each party appointed pursuant to the other, and the arbitrators so appointed, in Administered Rules. In the event of their failure to agree within thirty (30) days after that the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall two party-appointed arbitrators fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointmentthird independent arbitrator within the time frame specified above, then the third, independent arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall will be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as pursuant to the subject matter in questionAdministered Rules. The fees of the third arbitrator and the expenses incident arbitration will be conducted in English. Any document that a party hereto seeks to the proceedings shall use that is not in English will be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwiseprovided along with an English translation. The fees seat of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall arbitration will be paid by the respective party engaging such counsel or calling or engaging such witnessesSingapore. The decision of arbitral award made and granted by the arbitrators shall be rendered within thirty (30) days after appointment final, binding and incontestable, may be enforced by the parties against the assets of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction other party wherever those assets are located or may be entered upon the award of the arbitrators found and may be used as a basis for judgment thereon in accordance with the rules and statutes applicable thereto then obtainingSingapore or elsewhere.

Arbitration. Any party hereto may elect The following provisions shall govern any arbitration pursuant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration this Agreement. (a) Arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesAssociation. In the event of any party hereto shall elect to submit any such dispute to arbitration hereunderconflict between the Rules and this Section, the Seller provisions of this Section shall govern. The Arbitration shall be conducted in [BUKWANG REDACTED]. (b) The Arbitration shall be heard by a panel of three arbitrators (each an “Arbitrator”). Eisai and the Purchaser Bukwang shall each appoint select one Arbitrator. Such Arbitrators shall be attorneys, licensed to practice law in the State of Georgia, actively engaged in the full-time practice of law for a period of no less than seven (7) years. Such Arbitrators shall not be affiliated, directly or indirectly, with the parties or the attorneys representing the parties in the Arbitration and pay all fees shall not have any prior involvement in the matter. In the event that either party fails within fifteen (15) days after the Dispute Date (i) to select an Arbitrator who, to its knowledge, meets the requirements set forth in this subsection (b) and (ii) to notify the other party of the selection, the other party will then have the right to select such Arbitrator. The third Arbitrator shall be selected by mutual agreement of the parties from a fit and impartial person as arbitrator with at least list of neutral arbitrators compiled by the American Arbitration Association for the parties. Such Arbitrator shall be an attorney, licensed to practice law in the State of Georgia, actively engaged in the full time practice of law for a period of no less than ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment The third Arbitrator shall be sent in writing by each not have any prior or current relationship, direct or indirect, with any party to this Agreement. If the other, and parties to the arbitrators so appointed, in the event of their failure Arbitration are unable to agree upon the third Arbitrator within thirty fifteen (3015) days after from the Dispute Date, the appointment of the second arbitrator upon third Arbitrator shall be made as expeditiously as possible and in compliance with this Section 19.2 by the matter so submitted, shall appoint a third arbitratortwo Arbitrators selected by the parties. If either those Arbitrators cannot agree on the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of third Arbitrator within ten (10) days after written notice from the other party to make such appointmentdays, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator Arbitrator shall be appointed designated by the American Arbitration Association from its qualified or the appropriate designated representative thereof upon the written request of any party with simultaneous notice of such request to the other party to the Arbitration. The third Arbitrator shall preside over the panel of arbitratorsArbitrators and the Arbitration. (c) The Arbitrators shall apply the substantive laws of the [BUKWANG REDACTED] to the validity, construction and interpretation of this Agreement as is applicable to contracts made wholly performable within the state. (d) The Arbitration shall be a person having at least ten resolved no later than sixty (1060) years’ recent professional experience as days from the date of acceptance by the third Arbitrator of his or her appointment unless otherwise agreed to by the parties to the subject matter in questionArbitration. (e) Each party shall bear the expenses and costs of the Arbitrator selected by party. The fees third Arbitrator shall be compensated for services rendered at the prevailing hourly rate of compensation and reimbursed for any expenses incurred in connection with rendering such services. The non-prevailing party shall bear the costs and expenses of compensation and reimbursement for the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. Arbitrator. (f) The decision of the arbitrators Arbitrators shall be rendered within thirty (30) days after appointment in writing and shall be final and binding and may be enforced at the request of either party to the Arbitration in the United States District Court for the Northern District of Georgia or any court of the third arbitratorState Georgia having competent jurisdiction. Such decision may not be appealed except upon a claim of bad faith or fraud by the Arbitrators. (g) This Article 19 shall not apply to issues relating to the validity, construction or effect of the Bukwang Patents and Eisai Patents. Matters, controversies or disputes concerning the Bukwang Patents and Eisai Patents shall be resolved in writing and any court having jurisdiction thereof or in duplicate, one counterpart thereof any other manner mutually agreed to be delivered to by the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties.

Arbitration. A. Any controversy or claim arising out of or relating to this Agreement or the breach or enforcement thereof shall be submitted to the decision of a board of arbitration ("Board") composed of two arbitrators and an umpire, who, unless the parties otherwise agree, shall meet in New York City, New York. The laws of the State of New York shall govern the interpretation and application of this Agreement and the enforcement of the arbitration award. B. The members of the Board shall be active or retired disinterested officials of insurance or insurance management companies or Underwriters at Lloyd's, London, other than the parties of their affiliates. Each party hereto may elect to submit any dispute hereunder that has shall appoint its arbitrator, and the two arbitrators shall choose an amount in controversy in excess of $250,000 to arbitration hereunderumpire before instituting the hearing. Any such The arbitration shall be conducted in Bostoninstituted by the claimant serving a notice upon the respondent setting forth the nature of the dispute and the name, Massachusetts address and current (or last, if retired) employment position of the arbitrator appointed by the claimant. The respondent shall appoint its arbitrator within twenty (20) days after service of claimant's notice and shall, within such time, similarly notify claimant of the name, address and current (or last, if retired) employment position of the respondent's arbitrator. If the respondent fails to appoint its arbitrator within such twenty (20) day period, the claimant shall also appoint the second arbitrator within ten (10) days after the expiration of the twenty (20) days for respondent to appoint its arbitrator. If the two arbitrators fail to agree upon the appointment of an umpire at the end of twenty (20) days following the last date of the appointment of the arbitrators, then the umpire shall be appointed by the American Arbitration Association (or its successor). C. The claimant shall submit its initial statement within twenty (20) days from appointment of the umpire. The respondent shall submit its responsive statement within twenty (20) days after receipt of the claims statement, and the claimant may submit a reply statement within ten (10) days after receipt of the responsive statement. No other statement shall be submitted by either party. Copies of all statements shall be sent to the parties, the arbitrators and the umpire. D. The Board shall consider this Agreement an honorable engagement rather than merely a legal obligation and shall make its decision with regard to the custom and usage of the insurance and reinsurance business and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining (or its successor). The Board shall issue its decision in writing upon evidence introduced at a hearing or by other means of submitting evidence in which strict rules of evidence need not be followed, but in which cross examination and the decision of the arbitrators with respect to such dispute rebuttal shall be binding, final and conclusive on the partiesallowed if requested. In the event any party hereto Any hearing shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedclaimant's reply statement, or of respondent's statement if claimant does not submit a reply statement. The Board shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any its decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty forty-five (45) days after following the appointment termination of the second arbitrator, then such third arbitrator shall be appointed by hearings unless the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as parties consent to the subject matter in questionan extension. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The majority decision of the arbitrators Board shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing final and in duplicate, one counterpart thereof to be delivered binding upon all parties to the Seller and one to the Purchaserproceeding. A judgment of a court of competent jurisdiction Judgment may be entered upon confirming the award of the arbitrators Board in accordance with any court having jurisdiction thereof. E. Each party shall bear the rules expense of its own arbitrator and statutes applicable thereto then obtainingshall jointly and equally bear the expense of the umpire. The remaining costs of the arbitration proceedings shall be allocated by the Board. F. In the event of subsequent actions or proceedings to confirm the award or to enforce the judgment thereon or any other rights flowing therefrom, the prevailing party shall be entitled to recover its reasonable attorney's fees. G. Any suit, action, or other proceeding by or against either party to this Agreement, including any proceeding to compel arbitration, to confirm the arbitration award, or to enforce any remedy available to either party may be brought in the Supreme Court of the State of New York, County of New York, or in the United States District Court for the Southern District of New York, and each of the parties hereto submits and consents to the non-exclusive jurisdiction of each such court for the purpose of any such suit, action or proceeding. The parties consent that process in any action or proceeding may be served by registered or certified mail, which service shall be sufficient to confer in personam jurisdiction over the party served.

Arbitration. Any party hereto may elect A. In the event of a dispute between Owner and Operator with respect to submit any issue of fact specifically mentioned herein as a matter to be decided by arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted determined by arbitration as provided in Boston, Massachusetts this Section 19.11. B. Disputes shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the pertaining. The decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller . C. Owner and the Purchaser Operator shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days Days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Owner or the Purchaser Operator shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days Days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days Days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days Days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Owner and the PurchaserOperator, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. . D. The decision of the arbitrators shall be rendered within thirty (30) days Days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Owner and one to the PurchaserOperator. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

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

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

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

Arbitration. Any If an impasse persists 15 days after the mediator has first met with the parties, or if no agreement is reached by April 1st, either party hereto may elect give notice to the other of arbitration. Within five (5) days of such notice the parties shall meet and attempt to select a single mutually acceptable arbitrator. If agreement on the arbitrator is not reached within such five (5) day period, either party may request a list of five (5) arbitrators from PERB. Within three (3) days of the receipt of such list, the parties shall determine by lot which party shall have the right to strike a name from the list first. As a result of five alternate strikes each, the remaining person shall be selected as the arbitrator. Promptly thereafter, the parties shall jointly submit to the designated arbitrator a draft of agreements previously reached and a list of impasse items, and each party shall submit its positions on such impasse items. Prior to the time the package is submitted to the arbitrator, the parties will exchange final offer packages. Such exchange will occur two weeks in advance of the arbitration hearing so that both sides will have the opportunity to negotiate and discuss the final package presented to the arbitrator. Neither party may amend the final offer unless agreed to by both parties. Only such specified impasse items shall be heard and considered by the arbitrator. The parties may continue to negotiate during the arbitration proceedings, provided that the arbitrator shall not participate therein. Within twenty (20) days of the selection of an arbitrator a hearing shall be held by the arbitrator during which the parties shall present evidence relevant to such impasse issues. The arbitrator may examine witnesses and require the attendance of witnesses and the production of documents. The parties shall have the right to submit any dispute hereunder that has an amount written briefs and arguments in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event support of their failure to agree within thirty positions at or before such hearings. Within fifteen (3015) days after such hearings, the appointment arbitrator will issue to the parties their written opinion and award with specific findings, conclusions and explanation thereof. The arbitrator shall determine which of the second parties' position on all impasse items constitutes the most reasonable final offer. The arbitrator upon shall then select the matter so submittedfinal offer in its entirety, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment one of the second parties and shall issue an award incorporating that offer without modification. The arbitrator, then such third 's opinion shall be final and binding except to the extent his/her authority is limited to Section 17.6 of the Public Employment Relations Act. The arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally consider: Past collective bargaining contracts between the Seller and parties; the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged items previously agreed upon by the parties, including the costs thereof; a comparison of wages, hours and conditions of employment of the employees involved with those of other public employees doing comparable work in the area of the state involved; the interests and welfare of the public; the ability of the employer to finance economic adjustments and the fees effect of expert such adjustments on the normal standard of service; the rights and responsibilities of the employer identified in the Iowa Public Employment Relations Act and under any relevant statutes, rules or regulation, or judicial decisions; and the power of the employer to levy taxes and appropriate funds for the conduct of its operation. The costs of arbitration shall be shared equally by the parties to the dispute except that the costs of either party's witnesses and other witnesses called for representatives shall be borne by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparty.

Arbitration. Any party hereto The parties shall use their respective best efforts to settle amicably any disputes, differences or controversies arising among the parties out of or in connection with this Agreement. However, if not so settled, any controversy or claim arising out of or in connection with this Agreement, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association (the "AAA"), and judgment rendered by the arbitrator may elect be entered in any court having jurisdiction thereover; provided, however, that nothing in this Section 7.14 shall be construed as to submit deny the Employer the right and power to seek and obtain injunctive relief in a court of competent jurisdiction for any dispute hereunder that has an amount breach or threatened breach by Executive of the covenants in controversy in excess Sections 5 and 6 of $250,000 to arbitration hereunderthis Agreement. Any such The arbitration shall be conducted in BostonAtlanta, Massachusetts Georgia unless otherwise agreed by the parties thereto and shall be conducted before a panel of three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining AAA. A party hereto shall initiate arbitration by sending written notice of its intention to arbitrate to the other parties and to the AAA office located in Atlanta, Georgia. Such written notice will contain a description of the dispute and the decision of the arbitrators with respect to such dispute shall be bindingremedy sought. The Executive, final and conclusive on the partiesone side, and the Employer, on the other, shall appoint one arbitrator of such party's choosing, and the parties shall mutually agree on the third arbitrator. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, that the Seller and parties have not mutually agreed on the Purchaser shall each appoint and pay all fees of a fit and impartial person as third arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of demand for arbitration is filed, the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed in the manner provided by the American Commercial Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees Rules of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnessesAAA. The decision of the arbitrators will be final and binding on the parties hereto and their successors and assignees. Where consistent with applicable law, the arbitrators shall be rendered within thirty (30) days after appointment have the authority to order the non-prevailing party to pay the prevailing party's attorney's fees and all costs of the third arbitratorarbitration. Such decision shall be The parties will participate in writing and good faith in duplicate, one counterpart thereof to be delivered a non-binding mediation of their dispute at least 60 days prior to the Seller and one date of the arbitration hearing. The parties shall jointly select the mediator but if they are unable to agree on a mediator, then the Purchaserarbitrators shall appoint the mediator. A judgment of a court of competent jurisdiction Judgment upon the award rendered by the arbitrators may be entered upon in any court having jurisdiction, or application may be made to such court for a judicial acceptable of the award and any order of enforcement as the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcase may be. The parties intend this agreement to arbitrate to be irrevocable.

Arbitration. Any party hereto may elect The following provisions shall govern any Arbitration pursuant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration this Agreement. (a) Arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesAssociation. In the event of any party hereto shall elect to submit any such dispute to arbitration hereunderconflict between the Rules and this Section, the Seller provisions of this Section shall govern. The Arbitration shall be conducted in Atlanta, Georgia, USA. (b) The Arbitration shall be heard by a panel of three arbitrators (each an “Arbitrator”). Pharmasset and the Purchaser Bukwang shall each appoint select one Arbitrator. Such Arbitrators shall be attorneys, licensed to practice law in the State of Georgia, actively engaged in the full-time practice of law for a period of no less than seven (7) years. Such Arbitrators shall not be affiliated, directly or indirectly, with the parties or the attorneys representing the parties in the Arbitration and pay all fees shall not have any prior involvement in the matter. In the event that either party fails within fifteen (15) days after the Dispute Date (i) to select an Arbitrator who, to its knowledge, meets the requirements set forth in this subsection (b) and (ii) to notify the other party of the selection, the other party will then have the right to select such Arbitrator. The third Arbitrator shall be selected by mutual agreement of the parties from a fit and impartial person as arbitrator with at least list of neutral arbitrators compiled by the American Arbitration Association for the parties. Such Arbitrator shall be an attorney, licensed to practice law in the State of Georgia, actively engaged in the full time practice of law for a period of no less than ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment The third Arbitrator shall be sent in writing by each not have any prior or current relationship, direct or indirect, with any party to this Agreement. If the other, and parties to the arbitrators so appointed, in the event of their failure Arbitration are unable to agree upon the third Arbitrator within thirty fifteen (3015) days after from the Dispute Date, the appointment of the second arbitrator upon third Arbitrator shall be made as expeditiously as possible and in compliance with this Section 19.2 by the matter so submitted, shall appoint a third arbitratortwo Arbitrators selected by the parties. If either those Arbitrators cannot agree on the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of third Arbitrator within ten (10) days after written notice from the other party to make such appointmentdays, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator Arbitrator shall be appointed designated by the American Arbitration Association from its qualified or the appropriate designated representative thereof upon the written request of any party with simultaneous notice of such request to the other party to the Arbitration. The third Arbitrator shall preside over the panel of arbitratorsArbitrators and the Arbitration. (c) The Arbitrators shall apply the substantive laws of the State of Georgia to the validity, construction and interpretation of this Agreement as is applicable to contracts made wholly performable within the state. (d) The Arbitration shall be a person having at least ten resolved no later than sixty (1060) years’ recent professional experience as days from the date of acceptance by the third Arbitrator of his or her appointment unless otherwise agreed to by the parties to the subject matter in questionArbitration. (e) Each party shall bear the expenses and costs of the Arbitrator selected by that party. The fees third Arbitrator shall be compensated for services rendered at the prevailing hourly rate of compensation and reimbursed for any expenses incurred in connection with rendering such services. The non-prevailing party shall bear the costs and expenses of compensation and reimbursement for the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. Arbitrator. (f) The decision of the arbitrators Arbitrators shall be rendered within thirty (30) days after appointment in writing and shall be final and binding and may be enforced at the request of either party to the Arbitration in the United States District Court for the Northern District of Georgia or any court of the third arbitratorState of Georgia having competent jurisdiction. Such decision may not be appealed except upon a claim of bad faith or fraud by the Arbitrators. (g) This Article 19 shall not apply to issues relating to the validity, construction or effect of the Bukwang Patents. In the event that in any Arbitration, any issue arises concerning the validity, construction or effect of any of the Bukwang Patents, the Arbitrators shall assume the validity of all claims as set forth in such Bukwang Patents. Matters, controversies or disputes concerning the Bukwang Patents shall be resolved in writing and any court having jurisdiction thereof or in duplicate, one counterpart thereof any other manner mutually agreed to be delivered to by the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties.

Arbitration. (a) Any party hereto may elect to submit any dispute hereunder that has an amount matter referred to in controversy in excess of $250,000 ss.8(g)(i) hereof to arbitration hereunderby notifying the other parties hereto, in writing, of such dispute. Any Within ten (10) days after receipt of such arbitration notice, the Buyer, on the one hand, and the Requisite Sellers, on the other hand, shall designate in writing one arbitrator to resolve the dispute; provided, that if the parties hereto cannot agree on an arbitrator within such ten-day (10) period, the arbitrator shall be conducted in Boston, Massachusetts in accordance with selected pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association (the "AAA"). The arbitrator so designated shall be a neutral and impartial party and shall be selected in accordance with the AAA's Commercial Arbitration Rules then pertaining in effect, except that each party shall be entitled to strike on a preemptory basis, for any reason or no reason, any and the decision all of the names of potential arbitrators with respect to such dispute shall be binding, final and conclusive on the partieslist submitted to the parties by the AAA as being qualified. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderthe parties cannot agree on a mutually acceptable arbitrator from the one or more lists submitted by the AAA, the Seller President of the AAA shall designate the arbitrator, which designee may include persons named on any list submitted by the AAA. (b) Within fifteen (15) days after the designation of the arbitrator, the arbitrator and the Purchaser parties shall meet, at which time the Buyer and the Requisite Sellers shall be required to set forth in writing all disputed issues and a proposed ruling on each appoint and pay all fees such issue. (c) The arbitrator shall set a date for a hearing, which shall be no later than thirty (30) days after the submission of a fit and impartial person as arbitrator with at least ten written proposals pursuant to paragraph (10b) years’ recent professional experience in the general subject matter above, to discuss each of the disputeissues identified by the parties. Notice of such appointment The arbitration shall be sent in writing governed by each party the rules of the AAA; provided, that the arbitrator shall have sole discretion with regard to the other, and the arbitrators so appointed, in the event admissibility of their failure evidence. (d) The arbitrator shall use his best efforts to agree rule on each disputed issue within thirty (30) days after the appointment completion of the second arbitrator upon the matter so submitted, shall appoint a third arbitratorhearings described in paragraph (c) above. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period The determination of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionresolution of any dispute shall be binding and conclusive upon all parties hereto. The fees All rulings of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to shall be delivered to the Seller parties hereto. (e) The prevailing party or parties in any arbitration shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration. The non-prevailing party or parties shall pay such fees, together with the fees of the arbitrator and one the costs and expenses of the arbitration. (f) Any arbitration pursuant to the Purchaserthis ss.8(g) shall be conducted in Chicago, Illinois. A judgment of a court of competent jurisdiction Any arbitration award may be entered upon in and enforced by any court having jurisdiction therefor and the award parties hereby consent and commit themselves to the jurisdiction of the arbitrators in accordance with courts of the rules State of Illinois and statutes applicable thereto then obtainingthe United States District Court for the Northern District of Illinois for purposes of the enforcement of any arbitration award. (g) All questions as to the meaning of the above clauses shall be resolved by the arbitrator, and his decision thereon shall be absolutely binding, and not subject to judicial review.

Arbitration. 21.1 Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration issue not resolved by agreement between the parties shall be conducted in Boston, Massachusetts in accordance with submitted to binding arbitration pursuant to the Commercial Arbitration Rules provisions of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesthis Agreement. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser The parties shall each appoint one (1) arbitrator and pay the two (2) arbitrators so appointed will select a third arbitrator, all fees of a fit such arbitrators to be qualified by education, knowledge, and impartial person as experience to resolve the dispute or controversy. If either party fails to appoint an arbitrator with at least within ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of days after a request for such appointment shall be sent is made by the other party in writing by each party to writing, or if the othertwo (2) appointed fail, and the arbitrators so appointed, in the event of their failure to agree within thirty ten (3010) days after the appointment of the second arbitrator upon the matter so submittedsecond, shall appoint to agree on a third arbitrator. If , the arbitrator or arbitrators necessary to complete a board of three (3) arbitrators will be appointed upon application by either party therefor to the Seller American Arbitration Association. 21.2 The jurisdiction of the arbitrators will be limited to the single issue or issues referred to arbitration and the Purchaser arbitration shall fail be conducted pursuant to appoint an the guidelines set forth by the American Arbitration Association; provided, however, that should there be any conflict between such guidelines and the procedures set forth in this Agreement, the terms of this Agreement shall control. 21.3 Within fifteen (15) days following selection of the third arbitrator, as aforesaideach party shall furnish the arbitrators in writing its position and supporting arguments regarding the issue or issues being arbitrated. The arbitrators may, for if they deem necessary, convene a period of ten hearing regarding the issue or issues being arbitrated. All hearings shall be held at a location to be agreed upon among the arbitrators in Houston, Xxxxxx County, Texas. Within thirty (1030) days after written notice from following the other party later of the appointment of the third arbitrator or of the hearing, if one is held, the arbitrators shall notify the parties in writing as to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and which of the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as positions submitted with respect to the subject matter issue or issues in question. The fees question is most consistent with the intent of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitratorthis Agreement. Such decision shall be in writing binding on the parties hereto until and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators unless changed in accordance with the rules provisions of this Agreement. 21.4 Enforcement of the award may be entered in any court having jurisdiction over the parties. 21.5 Each party will pay the expense of the arbitrator selected by or for it, and statutes applicable thereto then obtainingits counsel, witnesses and employees. All other costs of arbitration will be equally divided between the parties.

Arbitration. Any party hereto may elect The following provisions shall govern any arbitration pursuant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration this Agreement. (a) Arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the partiesAssociation. In the event of any party hereto shall elect to submit any such dispute to arbitration hereunderconflict between the Rules and this Section, the Seller provisions of this Section shall govern. The Arbitration shall be conducted in [BUKWANG REDACTED]. (b) The Arbitration shall be heard by a panel of three arbitrators (each an “Arbitrator”). Triangle and the Purchaser Bukwang shall each appoint select one Arbitrator. Such Arbitrators shall be attorneys, licensed to practice law in the State of Georgia, actively engaged in the full-time practice of law for a period of no less than seven (7) years. Such Arbitrators shall not be affiliated, directly or indirectly, with the parties or the attorneys representing the parties in the Arbitration and pay all fees shall not have any prior involvement in the matter. In the event that either party fails within fifteen (15) days after the Dispute Date (i) to select an Arbitrator who, to its knowledge, meets the requirements set forth in this subsection (b) and (ii) to notify the other party of the selection, the other party will then have the right to select such Arbitrator. The third Arbitrator shall be selected by mutual agreement of the parties from a fit and impartial person as arbitrator with at least list of neutral arbitrators compiled by the American Arbitration Association for the parties. Such Arbitrator shall be an attorney, licensed to practice law in the State of Georgia, actively engaged in the full time practice of law for a period of no less than ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment The third Arbitrator shall be sent in writing by each not have any prior or current relationship, direct or indirect, with any party to this Agreement. If the other, and parties to the arbitrators so appointed, in the event of their failure Arbitration are unable to agree upon the third Arbitrator within thirty fifteen (3015) days after from the Dispute Date, the appointment of the second arbitrator upon third Arbitrator shall be made as expeditiously as possible and in compliance with this Section 19.2 by the matter so submitted, shall appoint a third arbitratortwo Arbitrators selected by the parties. If either those Arbitrators cannot agree on the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of third Arbitrator within ten (10) days after written notice from the other party to make such appointmentdays, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator Arbitrator shall be appointed designated by the American Arbitration Association from its qualified or the appropriate designated representative thereof upon the written request of any party with simultaneous notice of such request to the other party to the Arbitration. The third Arbitrator shall preside over the panel of arbitratorsArbitrators and the Arbitration. (c) The Arbitrators shall apply the substantive laws of the [BUKWANG REDACTED] to the validity, construction and interpretation of this Agreement as is applicable to contracts made wholly performable within the state. (d) The Arbitration shall be a person having at least ten resolved no later than sixty (1060) years’ recent professional experience as days from the date of acceptance by the third Arbitrator of his or her appointment unless otherwise agreed to by the parties to the subject matter in questionArbitration. (e) Each party shall bear the expenses and costs of the Arbitrator selected by the party. The fees third Arbitrator shall be compensated for services rendered at the prevailing hourly rate of compensation and reimbursed for any expenses incurred in connection with rendering such services. The non-prevailing party shall bear the costs and expenses of compensation and reimbursement for the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. Arbitrator. (f) The decision of the arbitrators Arbitrators shall be rendered within thirty (30) days after appointment in writing and shall be final and binding and may be enforced at the request of either party to the Arbitration in the United States District Court for the Northern District of Georgia or any court of the third arbitratorState Georgia having competent jurisdiction. Such decision may not be appealed except upon a claim of bad faith or fraud by the Arbitrators. (g) This Article 19 shall not apply to issues relating to the validity, construction or effect of the Bukwang Patents. In the event that, in any Arbitration, any issue arises concerning the validity, construction or effect of any of the Bukwang Patents, the Arbitrators shall assume the validity of all claims as set forth in such Bukwang Patents. Matters, controversies or disputes concerning the Licensed Patents shall be resolved in writing and any court having jurisdiction thereof or in duplicate, one counterpart thereof any other manner mutually agreed to be delivered to by the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingparties.

Arbitration. Any party hereto may elect (a) All disputes between the parties with respect to submit any dispute hereunder that has an amount in controversy in excess the terms or conditions of $250,000 to arbitration hereunder. Any such arbitration this Agreement shall be exclusively resolved by and through an arbitration proceeding to be conducted in Boston, Massachusetts in accordance with under the Commercial Arbitration Rules auspices of the American Arbitration Association then pertaining and (the decision of "AAA") in Chicago, Illinois pursuant to the arbitrators with respect to such dispute AAA's Commercial Arbitration Rules (the "Arbitration"). Such Arbitration shall be binding, final and conclusive on the partiesconducted in as expedited a manner as is then permitted by such rules. In the event any party hereto shall elect to submit The Arbitrators in any such dispute to arbitration hereunder, the Seller and the Purchaser Arbitration shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience be persons who are expert in the general subject matter of the dispute. Notice Both the foregoing agreement of the parties to arbitrate any and all such appointment shall be sent in writing by each party to the otherclaims, and the arbitrators so appointedresults, in determination, finding, judgment and/or award rendered through such Arbitration shall be final and binding on the event parties thereto and may be specifically enforced by legal proceedings. (b) The Corporation shall appoint one (1) Arbitrator and Indemnitee shall appoint one (1) Arbitrator within the period of their failure to agree within thirty (30) calendar days after commencing on the appointment date of any claim hereunder, and the second arbitrator upon the matter two Arbitrators so submitted, appointed shall appoint a third arbitratorArbitrator within the period thirty (30) calendar days commencing on the date on which the last of the two Arbitrators has been selected. If either the Seller Corporation or Indemnitee fails to select its respective Arbitrator, or in the event that the two Arbitrators chosen by the Corporation and the Indemnitee are unable or unwilling to select a third Arbitrator within fourteen (14) calendar days following the selection of the last of them, then the AAA shall select the Arbitrator that was not selected by the Corporation, Indemnitee or the Purchaser shall fail to appoint an arbitratorfirst two Arbitrators, as aforesaidthe case may be, and the three Arbitrators shall constitute the arbitration panel for a period purposes of the dispute. (c) The Corporation shall bear all costs in connection with such Arbitration including, without limitation, costs of the attorneys, witnesses and experts; provided, however, that, with respect to any claim subject to this -------- ------- Section 11 which is brought by Indemnitee, Indemnitee shall be required to repay to the Corporation his/her respective share of such costs if the arbitration panel shall have concluded that such claim is frivolous in nature. The parties hereto acknowledge and agree that time is of the essence in this Arbitration proceeding, and the Arbitrators shall be instructed and required to render their decision within ten (10) calendar days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment following completion of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, Arbitration. (d) Any and shall be a person having at least ten legal proceedings to enforce this Agreement (10) years’ recent professional experience as except for any action to the subject matter in question. The fees of the third arbitrator and the expenses incident compel arbitration hereunder or any action to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the partiesenforce any award or judgment rendered thereby), shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators governed in accordance with this Section 11. (e) The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 11 that the rules procedures and statutes applicable thereto then obtainingpresumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation is bound by all the provisions of this Agreement.

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

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

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

Arbitration. Any party hereto may elect to submit dispute that cannot be resolved by management negotiations as set forth in Section 13.2 above shall be resolved through binding arbitration (i) in the case of a dispute regarding any dispute hereunder that has engineering or non-legal technical matter, by an amount arbitrator who is a currently employed or retired executive in controversy the electric industry with at least five years’ experience in excess of $250,000 to arbitration hereunder. Any high voltage transmission and preferably with experience in such transmission in the California market and (ii) otherwise by an arbitrator who is a retired judge or justice, in each case from an American Arbitration Association panel, with such arbitration shall be conducted in Boston, Massachusetts administered by and in accordance with American Arbitration Association Commercial Arbitration Rules. (a) The Parties shall cooperate in good faith with one another in selecting the arbitrator within sixty (60) calendar days after Notice of the demand for arbitration. Absent mutual agreement on a different method of selecting an arbitrator within fifteen (15) calendar days after a demand for arbitration, the Parties shall request a list of potential arbitrators having the minimum qualifications set forth in this Section 13.3 from the Commercial Arbitration Rules Roster of the American Arbitration Association Association. Each Party shall then pertaining strike the potential arbitrators unacceptable to it, and the decision Parties shall exchange lists of the strikes until either (i) they have selected a single eligible and available arbitrator by mutual agreement, or (ii) they have selected a list of not more than five arbitrators with respect acceptable to such dispute shall be binding, final and conclusive on the partieseach Party. In the event any party hereto shall elect to submit any such dispute to arbitration hereunderlatter case, the Seller Parties (if unable to agree on a single arbitrator) shall provide the list of five arbitrators to the American Arbitration Association and request the Purchaser American Arbitration Association to select the arbitrator. Any arbitrator shall each appoint have no affiliation with, financial or other interest in, or prior employment with either Party and pay all fees shall have a minimum of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional years of experience in the general subject matter field of the dispute. Notice of such appointment . (b) The arbitrator’s award shall be sent in writing by each party made within nine (9) months of the filing of the notice of intention to the otherarbitrate (demand), and the arbitrators so appointedarbitrator shall agree to comply with this schedule before accepting appointment. However, in the event this time limit may be extended for one period of their failure up to agree within thirty (30) calendar days after the appointment by agreement of the second arbitrator upon Parties or by the matter so submittedarbitrator, shall appoint a third if necessary. (c) The prevailing Party in this dispute resolution process is entitled to recover its costs, including reasonable attorneys’ fees, as determined by the arbitrator. If either Until such award is made, however, the Seller Parties shall share equally in paying the costs of the arbitration. (d) The arbitrator shall have the authority to grant dispositive motions prior to the commencement of or following the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period completion of ten (10) days after written notice from the other party to make such appointment, then discovery if the arbitrator appointed by concludes that there is no material issue of fact pending before the party having made such appointment shall appoint a second arbitrator arbitrator. (e) The existence, content, and the two (2) so appointed shall, in the event results of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator arbitration hereunder shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as confidential information subject to the subject matter in question. The fees provisions of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingArticle XV.

Arbitration. Any party hereto may elect If Employee or Beneficiary has completed the claims procedures set forth in Section 3.8 and decides to submit any dispute hereunder that has an amount pursue his or her claim further, Employee or Beneficiary shall comply with the following procedures: (a) The exclusive remedy or method of resolving all disputes or questions arising out of or relating to this Agreement shall be arbitration. Arbitration shall be held in controversy in excess of $250,000 Houston, Texas by three arbitrators, one to arbitration hereunderbe appointed by the Company, a second to be appointed by Employee (or Beneficiary, if applicable), and a third to be appointed by those two arbitrators. The third arbitrator shall act as chairman. Any such arbitration shall may be conducted in Boston, Massachusetts in accordance with initiated by Employee (or Beneficiary) by written notice to the Commercial Arbitration Rules Company specifying the subject of the American requested arbitration and appointing Employee's (or Beneficiary's) arbitrator ("Arbitration Association then pertaining and Notice"). (b) If (i) the decision of the arbitrators with respect Company fails to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect appoint an arbitrator by written notice to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least Employee (or Beneficiary) within ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of Arbitration Notice is given, or (ii) the second arbitrator upon two arbitrators appointed by the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall parties herein fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) ten days after the date of the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel in Houston, Texas, upon application of arbitrators, and Employee (or Beneficiary) shall appoint an arbitrator to fill that position. (c) The arbitration proceeding shall be a person having conducted in accordance with the rules of the American Arbitration Association. A determination or award made or approved by at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision two of the arbitrators shall be rendered within thirty (30) days after appointment the valid and binding action of the third arbitratorarbitrators. Such decision The costs of arbitration (exclusive of the expense of a party in obtaining and presenting evidence and attending the arbitration and of the fees and expense of legal counsel to a party, all of which shall be borne by that party) shall be borne by the Company if Employee (or Beneficiary) receives substantially the relief sought by Employee (or Beneficiary) in writing the arbitration, whether by settlement, award, or judgment; otherwise, the costs shall be borne equally by the parties. The arbitration determination or award shall be final and conclusive on the parties, and judgment upon such award may be entered and enforced in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingjurisdiction.

Arbitration. (a) Any party hereto may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to Agreement Dispute shall be exclusively and finally settled by arbitration hereunderadministered by the American Arbitration Association (“AAA”). Any such Party (a “Requesting Party”) may initiate arbitration by notice to the other affected Party or Parties (a “Recipient Party”) (a “Request for Arbitration”). The arbitration shall be conducted in Boston, Massachusetts in accordance with AAA rules governing commercial arbitration in effect at the Commercial Arbitration Rules time of the American Arbitration Association then pertaining and arbitration, except as they may be modified by the decision provisions of this Agreement. The place of the arbitrators with respect to such dispute arbitration shall be bindingChicago, final Illinois. The arbitration shall be conducted by a single arbitrator appointed by the Recipient Party from a list of at least five (5) individuals who are independent and conclusive on qualified to serve as an arbitrator submitted by the partiesRequesting Party to the Recipient Party within fifteen (15) days after delivery of the Request for Arbitration. In the event any party hereto shall elect the Requesting Party fails to submit any such dispute send a list of at least five (5) qualified individuals to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person serve as arbitrator with to the Recipient Party within such fifteen-day period, then the Recipient Party shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event the Recipient Party fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) years’ recent professional days after its receipt of such list from the Requesting Party, the Requesting Party shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with either of the Parties and who has at least fifteen (15) years of experience in the general subject matter practice of the disputelaw with experience in corporate or commercial transactions. Notice of such appointment The arbitration shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafter, appoint a third arbitrator. If following such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questioncompletion. The fees of Parties may agree to extend the third arbitrator and time limits specified in the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwiseforegoing sentence. The fees of respective counsel engaged by the partiesParties intend that all Agreement Disputes, and the fees of expert witnesses and other witnesses called for by the partiesincluding those relating to indemnification obligations with respect to Third-Party Claims, shall will be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators determined expeditiously in accordance with the rules schedule set forth above. In the event that more than one Request for Arbitration is filed with the AAA relating to the same dispute, the arbitrator selected pursuant to the first made Request for Arbitration filed with the AAA shall decide all related demands for arbitration made by any and statutes all Parties. (b) The arbitrator will apply the substantive law (and the law of remedies, if applicable) of the State of Maryland without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing Party or Parties. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any Party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the Parties an opportunity to present written submissions and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The Parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator’s award by any court. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. (c) The Parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be required by applicable thereto then obtaininglaw, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided that nothing herein shall prevent a Party from disclosing information regarding the arbitration for purposes of enforcing the award. The Parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitration.

Arbitration. Any party hereto may elect a. The parties shall have fourteen (14) calendar days to submit mutually agree upon an arbitrator after the referral to arbitration. If no agreement is reached, then the parties shall request the Oregon State Conciliation Service for a list of seven (7) qualified arbitrators. The representatives from the Board and Association shall determine by lot the order of elimination and thereafter shall alternately strike one name from the list until only one name remains. The seventh and remaining name shall become the arbitrator. b. If any question arises as to whether a particular dispute hereunder involves the misinterpretation or violation or misapplication of any of the provisions of this Agreement, such questions will first be ruled upon by the arbitrator selected to hear the dispute. The arbitrator shall first hear the arbitrability question, then the merits of the case at the same hearing. If they decide that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the issue is not arbitrable, then no ruling on the merits shall be issued. Except as otherwise expressly provided in this Agreement, the arbitration will be conducted in Boston, Massachusetts in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association in effect at the time (hereinafter referred to as the “AAA Rules”). c. The arbitrator so selected will confer with the representatives of the District and the Association and hold hearings promptly and will issue their decision not later than thirty (30) calendar days from the date of the close of the hearings, or if oral hearings have been waived, then pertaining from the date the final statements and proofs are submitted to them. The arbitrator’s decision will be in writing and will set forth findings of fact, reasoning, and conclusion on the issues submitted. The arbitrator will be without power or authority to make any decision that is violative of the terms of this Agreement. The arbitrator shall have no authority to alter, modify, vacate or amend any term of this Agreement. The decision of the arbitrator will be submitted to the Board and the Association and will be final and binding upon the parties. The costs for the services of the arbitrator, including per diem expenses, if any, will be borne equally by the Board and the Association. All other costs will be borne by the party incurring them. The names of any witnesses who will be used in arbitration must be made known to the other party seventy-two (72) hours prior to the first arbitration session. d. Pending the processing of the grievance and the decision of the arbitrators with respect to such dispute arbitrator, there shall be bindingno strike, final and conclusive on work stoppage, slowdown, or other interference with work by the partiesAssociation or by any of its employee members that will interfere with the work of the District, nor shall there be a lockout of employees by the Board or its agents during the term of this Agreement. e. The provisions of this section shall not be interpreted to require that the Association process any grievance through the grievance or arbitration procedure which it believes, in good faith, lacks merit. E. In instances where an alleged contract violation affects a clearly defined class of bargaining unit members in a single department, the Association will submit the grievance in writing to the appropriate Service Area director commencing at Step 2. If, in the mutual judgment of F. There shall be no reprisals by either of the parties against employees, supervisors, or Board members by reason of any participation in the grievance procedure. G. For purposes of processing a grievance, break periods of 5 working days or more will be excluded from timelines for those employees who do not work during those breaks. H. In the event any party hereto shall elect to submit any a grievance is filed at such dispute to arbitration hereundertime as it cannot be processed through all the steps of this grievance procedure by the end of the employee’s school year, the Seller time limits set forth herein may, with the consent of the District, be reduced so that the grievance procedure may be exhausted prior to the end of the school year or as soon thereafter as it is practicable. I. All documents, communications, and records of a grievance will be filed separately from J. Employee discipline and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience charges which resulted in the general subject matter of the dispute. Notice of such appointment discipline shall be sent in writing by each party to considered stale after 60 months, so long as no other discipline for the other, and the arbitrators so appointed, in the event same type of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaserconduct occurs. A judgment of a court of competent jurisdiction stale document may not be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingused for any purpose to support progressive discipline, non-extension, or dismissal.

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

Arbitration. Any party hereto may elect Upon the failure of the informal procedure set forth in Section 10.1 to submit any achieve a resolution of a dispute hereunder that has an amount in controversy in excess of $250,000 arising under this Lease, the dispute shall be submitted to arbitration hereunderas provided in this Section 10.2: (A) Either party may demand arbitration by giving to the other party a notice specifying with particularity the issue(s) in dispute, the amount involved, and the remedy requested. Demand for arbitration must be given within one (1) year after the date of the act or omission out of which the dispute arose or within thirty (30) days after service of a summons and complaint in a court of competent jurisdiction alleging claims subject to this Section 10, whichever is later, as otherwise it shall be deemed to be conclusively waived. Within twenty (20) days after receipt of the notice, the responding party shall answer the demand in writing, specifying with particularity the facts or issues that the responding party disputes. (B) Within ten (10) days after the responding party’s answer, each party shall select one qualified arbitrator. Each arbitrator shall be a disinterested person qualified by education and experience to hear and determine the issues and facts to be arbitrated. Within ten (10) days after their selection, the arbitrators so chosen shall select a neutral arbitrator similarly qualified. If the named arbitrators cannot agree on a neutral arbitrator, either arbitrator may make application to any judge of a court of competent jurisdiction, with a copy to both parties, requesting that court to appoint the third arbitrator. The court’s selection shall be final and binding on the parties. If either party does not name an arbitrator, the arbitrator named by the other party shall serve as the sole arbitrator. (C) Within five (5) days of the appointment of the third arbitrator, each party shall present in writing to the arbitrators (with a copy to the other party) its statement of the issues and facts in dispute. Any such question regarding the arbitrability of the dispute shall be decided by the arbitrators. The arbitrators, as soon as possible, but not more than thirty (30) days after their appointment, shall meet at a time and place reasonably convenient for the parties, after giving each party at least ten (10) days notice for the purpose of setting an arbitration hearing and establishing the rules and timing of the arbitration. Unless otherwise agreed in writing, arbitration shall be held in Reno, Nevada. The arbitration hearing shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association. If there is any conflict between the provisions of this Lease and the decision provisions of the Commercial Arbitration Rules of the American Arbitration Association, the provisions of this Lease shall prevail. The failure of a party to appear at the hearing shall not operate as a default. The attendance of all arbitrators shall be required at all hearings. Action of the arbitrators with respect to such dispute shall be binding, final and conclusive on by majority vote. After hearing the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience parties in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party regard to the othermatter in dispute, taking such evidence and making such other investigations as justice requires and as the arbitrators so appointeddeem necessary, in they shall decide the event of their failure issues submitted to agree them within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice thereafter and serve a written, signed copy of the award upon each party. (D) The award shall be final and binding on the parties, and judgment on the award may be entered by any court of competent jurisdiction. If the parties settle the dispute in the course of the arbitration, the settlement shall be approved by the arbitrators on request of either party and shall become the award. Fees and expenses of the arbitration shall be allocated between the parties as provided by the arbitrators. The prevailing party in the arbitration proceedings shall be entitled to receive from the other party reasonable attorneys’ fees, costs and expenses to make such appointment, then the arbitrator appointed be determined by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitrator(s).

Arbitration. (i) Any party hereto may elect to submit any dispute hereunder that has an amount matter referred to in controversy in excess of $250,000 Section 11.11(a) to arbitration hereunderby notifying the other party, in writing, of such dispute. Any Within 30 days after receipt of such notice, the parties shall designate in writing one arbitrator to resolve the dispute; provided that, if the parties cannot agree on an arbitrator within such 30-day period, the arbitrator shall be selected by the Boston, Massachusetts, Office of the American Arbitration Association. The arbitrator shall be a retired federal or state judge, and shall not be an Affiliate, Representative or stockholder of any party hereto. If neither the parties nor the Boston, Massachusetts, Office of the American Arbitration Association is able to identify an individual to serve as the arbitrator, the Boston, Massachusetts, Office of the American Arbitration Association shall select an arbitrator from the CPC Panel of Distinguished Neutrals of the CPR Institute for Dispute Resolution. (ii) Within 30 days after the designation of the arbitrator, the arbitrator and the parties hereto shall meet, at which time the parties shall be required to set forth in writing all disputed issues and a proposed ruling on the merits of each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 45 days after the submission of written proposals pursuant to Section 11.11(b)(ii), to discuss each of the issues identified by the parties. Each party hereto shall have the right to be represented by counsel. Except as provided herein, the arbitration shall be conducted in Boston, Massachusetts in accordance with governed by the Commercial Arbitration Rules of the American Arbitration Association then pertaining Association; provided, however, that the Federal Rules of Evidence shall apply with regard to the admissibility of evidence and the decision arbitration shall be conducted by a single arbitrator. (iv) The arbitrator shall use his or her reasonable efforts to rule on each disputed issue within 30 days after the completion of the arbitrators with respect hearings described in Section 11.11(b)(iii). The determination of the arbitrator as to such the resolution of any dispute shall be binding, final binding and conclusive on the partiesupon all parties hereto. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter All rulings of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to shall be delivered to the Seller parties. (v) The (1) attorneys' fees of the parties hereto in any arbitration, (2) fees of the arbitrator and one (3) costs and expenses of the arbitration shall be borne by the parties as determined by the arbitrator. (vi) Any arbitration pursuant to this Section 11.11 shall be conducted in Boston, Massachusetts. Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding upon the Purchaser. A judgment parties hereto. (vii) Notwithstanding the foregoing, nothing in this Section 11.11 shall be construed as limiting in any way the right of a party hereto to seek a temporary restraining order or other injunctive relief with respect to any actual or threatened breach of this Agreement or any Ancillary Agreement from a court of competent jurisdiction jurisdiction. Should any party to this Agreement seek a temporary restraining order or other injunctive relief, then for purposes of determining whether to grant such temporary restraining order or other injunctive relief, the dispute underlying the request for such temporary restraining order or other injunctive relief may be entered upon the award heard by such court of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingcompetent jurisdiction.

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

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

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

Arbitration. Any party hereto may elect If the grievance is not settled in Step 3 and the Union wishes to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with appeal the Commercial Arbitration Rules grievance from Step 3 of the American Arbitration Association then pertaining and grievance procedure, the decision Union may refer the grievance to arbitration, as described below, by notifying the City Administrator in writing within seven (7) calendar days of receipt of the arbitrators with respect City's written answer as provided to such dispute the Union at Step 3: (a) The parties shall be binding, final and conclusive on attempt to agree upon an arbitrator within fourteen (14) calendar days after the partiesCity's receipt of the Union's notice of referral. In the event any party hereto the parties are unable to agree upon the arbitrator within said fourteen (14) day period, the parties shall elect jointly request the Federal Mediation and Conciliation Service to submit a panel of seven (7) arbitrators, all of whom shall be members in good standing with the National Academy of Arbitrators, and all of whom shall maintain business offices in the states of Illinois, Wisconsin, or Indiana. Upon receipt of the panel, both parties shall each strike three names from the list, by alternating with a coin toss determining who will make the first strike. Either party, before striking any such dispute names, shall have the right to arbitration hereunderreject one panel of arbitrators in its entirety and request that a new panel be submitted. (b) The arbitrator shall be notified of his/her selection and shall be asked to set a time and place for the hearing, subject to the availability of Union and City representatives. Unless otherwise mutually agreed between the Union and the City, the Seller and the Purchaser hearing shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience commence in the general subject matter City of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree Geneva within thirty (30) calendar days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then date the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator accepts his/her appointment. (c) The City and the two Union shall have the right to request the arbitrator to require the presence of witnesses or documents. The City and the Union retain the right to employ legal counsel. (2d) so appointed shall, The arbitrator shall submit his/her decision in the event of their failure to agree upon any decision writing within thirty (30) calendar days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after following the appointment close of the second arbitrator, then such third arbitrator shall be appointed by hearing or the American Arbitration Association from its qualified panel submission of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged post-hearing briefs by the parties, whichever is later, unless the parties agree to a written extension thereof. (e) More than one grievance may be submitted to the same arbitrator where both parties mutually agree in writing. (f) The fees and expenses of the arbitrator and the fees cost of expert witnesses and other witnesses called for by the partiesa written transcript, if any, shall be paid by divided equally between the respective City and the Union; provided, however, that each party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing responsible for compensating its own representatives and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingwitnesses.

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

Arbitration. Any party hereto may elect In the event the claims review procedure described in Section 4.6 of the ESP does not result in an outcome thought by the claimant to submit any dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules ESP document, he may appeal to a third party neutral arbitrator. The claimant must appeal to an arbitrator within sixty (60) days after receiving the RPAC’s denial or deemed denial of his request for review and before bringing suit in court. The arbitration will be conducted pursuant to the American Arbitration Association then pertaining (“AAA”) Rules on Employee Benefit Claims. The arbitrator will be mutually selected by the claimant and the decision RPAC from a list of arbitrators who are experienced in nonqualified deferred compensation plan benefit matters that is provided by the arbitrators with respect AAA. If the parties are unable to such dispute shall be binding, final and conclusive agree on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees selection of a fit and impartial person as an arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice of receiving the list from the other party AAA, the AAA will appoint an arbitrator. The arbitrator’s review will be limited to make such appointmentinterpretation of the ESP document in the context of the particular facts involved. The claimant, then the RPAC and the Employer agree to accept the award of the arbitrator appointed as binding, and all exercises of power by the party having made such appointment shall appoint arbitrator hereunder will be final, conclusive and binding on all interested parties, unless found by a second arbitrator court of competent jurisdiction, in a final judgment that is no longer subject to review or appeal, to be arbitrary and capricious. The claimant, RPAC and the two (2) so appointed shallEmployer agree that the venue for the arbitration will be in Dallas, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in questionTexas. The fees costs of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall arbitration will be paid by the respective party engaging Employer; the costs of legal representation for the claimant or witness costs for the claimant will be borne by the claimant; provided, that, as part of his award, the arbitrator may require the Employer to reimburse the claimant for all or a portion of such counsel or calling or engaging such witnessesamounts. The decision following discovery may be conducted by the parties: interrogatories, demands to produce documents, requests for admissions and oral depositions. The arbitrator will resolve any discovery disputes by such pre hearing conferences as may be needed. The Employer, RPAC and claimant agree that the arbitrator will have the power of subpoena process as provided by law. Disagreements concerning the scope of depositions or document production, its reasonableness and enforcement of discovery requests will be subject to agreement by the Employer and the claimant or will be resolved by the arbitrator. All discovery requests will be subject to the proprietary rights and rights of privilege and other protections granted by applicable law to the Employer and the claimant and the arbitrator will adopt procedures to protect such rights. With respect to any dispute, the Employer, RPAC and the claimant agree that all discovery activities will be expressly limited to matters directly relevant to the dispute and the arbitrator will be required to fully enforce this requirement. The arbitrator will have no power to add to, subtract from, or modify any of the arbitrators shall be rendered within thirty (30) days after appointment terms of the third arbitratorESP, or to change or add to any benefits provided by the ESP, or to waive or fail to apply any requirements of eligibility for a benefit under the ESP. Such decision shall be Nonetheless, the arbitrator will have absolute discretion in writing and the exercise of its powers in duplicate, one counterpart thereof to be delivered the ESP. Arbitration decisions will not establish binding precedent with respect to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award administration or operation of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingESP.

Arbitration. (a) Any party hereto may elect to submit dispute, controversy or difference arising out of or in connection with this Agreement or any dispute transaction hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted in Boston, Massachusetts in accordance with finally settled under the Commercial International Arbitration Rules of the American Arbitration Association then pertaining and in effect (the decision of the arbitrators with respect to such dispute “Rules”) by three arbitrators. One arbitrator shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the chosen by each of Seller and Buyer (or, if a party fails to make a choice, by the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice American Arbitration Association on behalf of such appointment shall be sent in writing by each party to the otherparty), and the two arbitrators so appointedchosen shall mutually agree on the selection of the third arbitrator; provided, however, that in the no event may a person be appointed as an arbitrator if such person is, or has at any time been, affiliated or employed by Seller, Buyer or any of their failure to agree within thirty respective Affiliates. The arbitrator’s award shall be final and binding on the Parties. The arbitration shall be conducted in English and shall take place in Dallas, Texas, U.S.A. (30b) days after Once the appointment of the second arbitrator upon the matter so submittedarbitrators have been selected, a hearing date shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator be set within forty five (45) days after thereafter. Written submittals shall be presented and exchanged by the appointment Parties fifteen (15) days before the hearing date, including reports prepared by experts upon whom any Party intends to rely. At such time the Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the second arbitrator, then such third arbitrator witnesses whom they intend to call to testify at the hearing. Each Party shall be appointed also make its respective experts available for deposition by the American Arbitration Association from its qualified panel other Parties prior to the hearing date. The arbitrators shall make their award as promptly as practical after conclusion of arbitratorsthe hearing. The arbitrators shall not be bound by any rules of evidence or civil procedure, but rather may consider such writings and oral presentations as reasonable businessmen would use in the conduct of their day-to-day affairs, and may require the Parties to submit some or all of their presentation orally or in written form as the arbitrators may deem appropriate. It is the intention of the Parties to limit live testimony and cross examination to the extent necessary to insure a fair hearing to the Parties on the matters submitted to arbitration, and to provide neither Party more than two complete business days to present its position. The Parties have included the foregoing provisions limiting the scope and extent of the arbitration with the intention of providing for prompt, economic and fair resolution of any dispute submitted to arbitration. (c) The arbitrators shall have the discretion to award the costs of arbitration, arbitrators’ fees and the respective attorneys’ fees of each Party between the Parties as they see fit. Judgment upon the award entered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrators shall make their award in accordance with applicable Law and based on the evidence presented by the Parties, and at the request of any Party at the start of the arbitration shall include in their award findings of fact and conclusions of Law. The arbitrators shall have the power to award relief both in law and equity, which would be available in a person court having at least ten (10) years’ recent professional experience as to jurisdiction over the Parties and over the subject matter in question. The fees of the third arbitrator dispute. Such powers shall include the power to grant injunctions and the expenses incident require specific performance. (d) Any such dispute, controversy or difference settled in arbitration shall be subject to the proceedings shall statute of limitations which would be borne equally between applicable to an action at law unless a longer survival period is expressly provided for herein. (e) Notwithstanding the Seller and the Purchaserprocedures contained in this Section 11.12, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof either Party may apply to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction may be entered upon (a) to enforce the agreement to arbitrate a Dispute, (b) to seek injunctive relief so as to maintain the status quo until the arbitration award is rendered or the Dispute is otherwise resolved, (c) to avoid the expiration of any applicable limitation period, (d) to preserve a superior position with respect to other creditors, (e) to protect its Confidential Information or Intellectual Property, or (f) to enforce an arbitration award. In any such proceeding, the arbitrators in accordance with Parties agree to accept service of process by mail at the rules and statutes applicable thereto then obtainingaddresses herein provided for notice.

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

Arbitration. Any party hereto 1. A grievance that is not resolved at Step Three may elect to submit any dispute hereunder that has an amount in controversy in excess of $250,000 be submitted to arbitration hereunderby the Union, provided that written notice of intent to arbitrate is received by the Associate Vice President for Academic Personnel within 15 business days following receipt by the Union of the Step Three answer. Any such arbitration Such notice shall be conducted in Bostonidentify the grievance, Massachusetts in accordance with set forth the Commercial Arbitration Rules provisions of the Agreement involved and the remedy desired. 2. Following the written notice to the Associate Vice President for Academic Personnel, the Employer and the Union shall attempt to select an arbitrator. If an arbitrator is not selected within five business days of the written notice, the Union, within the next 10 business days only, may request the Federal Mediation and Conciliation Service or the American Arbitration Association then pertaining and (AAA) to administer the decision process of selecting an arbitrator. The arbitrator shall not be an employee of the arbitrators with respect Employer or of the Union, nor be a member of the American Federation of Teachers (AFT). 3. Either the Employer or the Union or both shall notify the Arbitrator of selection and upon acceptance shall forward to such dispute shall be binding, final and conclusive on the parties. In Arbitrator a copy of the event any party hereto shall elect to submit any such dispute to arbitration hereundergrievance, the Seller Employer's answer at Step Three, the Union notice of intent to arbitrate and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter copy of the disputeAgreement. Notice A copy of such appointment this communication (except the copy of the Agreement) shall be sent in writing by each party to either the Employer or the Union, as the case may be. If the Arbitrator does not accept selection, the selection process shall be repeated until an arbitrator has accepted selection. 4. Upon receipt of this communication, the Arbitrator shall fix the time and place for hearing the issue or issues submitted for decision. 5. At the time of the arbitration hearing, both the Employer and the Union shall have the right to examine and cross-examine witnesses. 6. Upon request of either the Employer or the Union or both, a transcript of the hearing shall be made and furnished to the otherArbitrator with the Employer and the Union having an opportunity to purchase their own copies. The party requesting the transcript shall bear the cost of the Arbitrator's copy, unless it is mutually requested. In such a case, the cost shall be shared equally. 7. At the close of the hearing, the Arbitrator shall afford the Employer and the Union a reasonable opportunity to furnish briefs if either party requests the opportunity. 8. The jurisdictional authority of the Arbitrator is defined as, and limited to, the determination of any grievance as defined in Section A submitted to him/her consistent with this Agreement and considered by him/her in accordance with this Agreement. 9. The standard of evidence in misconduct cases shall be the civil standard of a preponderance of the evidence. 10. The Arbitrator shall not have any authority to add to, subtract from, or otherwise modify any of the terms, clauses, or provisions of this Agreement. 11. The fees and expenses of the Arbitrator shall be split between the Employer and the Union. The expenses of, and the arbitrators so appointedcompensation for, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If each and every witness and representative for either the Seller Employer or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, Union shall be paid by the respective party engaging such counsel producing the witness or calling or engaging such witnesseshaving the representative. 12. The Arbitrator shall render the decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicatewithin 30 calendar days following the hearing. 13. The Arbitrator's decision, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators when made in accordance with the rules Arbitrator's jurisdiction and statutes applicable thereto then obtainingauthority established by this Agreement, shall be final and binding upon the Employer, the Union, and the Employee or Employees involved. 14. The provisions of this Section do not prohibit the Employer and the Union from mutually agreeing to expedite arbitration of a given grievance or grievances.

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

Arbitration. Any party hereto (a) Either Superior or the Stockholders' Representative may elect to submit any matter referred to in Subsection 5.6 hereof to binding arbitration by notifying the other party hereto, in writing, of such dispute hereunder that has an and submission. (b) Either Party requesting arbitration shall serve a written demand for arbitration on the other Party by registered or certified mail. The demand shall set forth a statement of the nature of the dispute, the amount in controversy in excess of $250,000 involved and the remedies sought. Each Party shall have the right to arbitration hereunderbe represented by counsel and shall have the right to full discovery. Any such Except as specifically provided herein, the arbitration shall be conducted in Boston, Massachusetts by and in accordance with the Commercial Arbitration Rules commercial rules of the American Arbitration Association then pertaining and the decision of the arbitrators with respect to such dispute arbitrator's ruling shall be bindingin accordance with law and the terms of this Agreement. The arbitrator shall not have the power to amend this Agreement in any respect. (c) No later than twenty (20) calendar days after a demand for arbitration is served, final the parties shall jointly select and conclusive on appoint a disinterested person to act as the partiesarbitrator. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, that the Seller and parties do not agree on the Purchaser shall each appoint and pay all fees selection of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of each Party shall select an arbitrator within ten (10) days after written notice from the other party to make such appointment, then date on which the arbitrator appointed by parties do not agree on the party having made such appointment shall appoint selection of a second sole arbitrator and the two arbitrators so selected shall select a third arbitrator within ten (210) so appointed shalldays after the parties select their arbitrators; the provisions set forth herein regarding the single (d) No later than ten (10) calendar days after the arbitrator is appointed, in the event of their failure arbitrator shall schedule the arbitration for a hearing to agree upon any decision within commence on a mutually convenient date. The hearing shall commence no later than thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) calendar days after the appointment arbitrator is appointed and shall continue from day to day until completed. (e) The arbitrator shall use his or her best efforts to rule on each disputed issue within 30 days after the completion of the second arbitratorhearings described in paragraph (c) above. The determination of the arbitrator as to the resolution of any dispute shall be binding and conclusive upon all Parties; provided, then such third that the arbitrator may not award any punitive damages. All rulings of the arbitrator shall be appointed by in writing, shall set forth the American Arbitration Association from its qualified panel of arbitrators, basis for the decision and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Parties. (f) The prevailing Party in any arbitration shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration and one the disputed issues with respect thereto. The non-prevailing Party shall pay such fees, together with the fees of the arbitrator and the costs and expenses of the arbitration. For purposes hereof, a Party seeking payment of any amount in arbitration shall be deemed to be the Purchaserprevailing Party if it is determined that such Party is entitled to receive at least 51% of the payment initially claimed by it to be due to such Party in such arbitration, and the Party from which such payment is sought shall be deemed to be the "prevailing party" if the other Party is not so deemed to be the prevailing party. (g) Any arbitration pursuant to this Subsection 5.8 shall be conducted in the County of Oakland, State of Michigan. A judgment of a court of competent jurisdiction Any arbitration award may be entered upon in and enforced by any court having jurisdiction thereof and the award parties hereby consent and commit themselves to the jurisdiction of the arbitrators in accordance with courts of the rules State of Michigan and statutes applicable thereto then obtainingthe United States District Court for the Eastern District of Michigan, Southern Division at Detroit for purposes of the enforcement of any arbitration award. 5.8.

Arbitration. Any party hereto may elect A. In the event of a dispute between Primary Manager and Submanager with respect to submit any issue which is specifically described in this Agreement as a matter to be decided by arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted determined by arbitration as provided in Boston, Massachusetts this Section 11.21. B. Disputes shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the pertaining. The decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller . C. Primary Manager and the Purchaser Submanager shall each appoint and pay all fees of a fit and impartial person as arbitrator with who shall have had at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree upon the resolution of the dispute within thirty (30) days after the appointment of the second arbitrator upon the matter so submittedarbitrator, shall appoint a third arbitrator. If either the Seller Primary Manager or the Purchaser Submanager shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the arbitrator. The two (2) arbitrators so appointed shall, in the event of their failure to agree upon any decision resolution of the dispute within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty forty-five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Primary Manager and the PurchaserSubmanager, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.respective

Arbitration. Any party hereto may elect (a) Except as otherwise specifically provided in this Agreement, any and all disputes, controversies or claims arising out of, relating to submit or in connection with this Agreement, including, without limitation, any dispute hereunder that has an amount in controversy in excess of $250,000 regarding its arbitrability, validity or termination, or the performance or breach thereof, shall be exclusively and finally settled by arbitration administered by the AAA. Either Party may initiate arbitration by notice to arbitration hereunderthe other Party (a “Request for Arbitration”). Any such The arbitration shall be conducted in Boston, Massachusetts in accordance with the Commercial Arbitration Rules AAA rules governing commercial arbitration in effect at the time of the American Arbitration Association then pertaining arbitration, except as they may be modified by the provisions of this Agreement. The place of arbitration shall be Chicago, Illinois. The arbitration shall be conducted by a single arbitrator appointed by HCC from a list of at least five (5) individuals who are independent and the decision qualified to serve as an arbitrator submitted by Hyatt to HCC within fifteen (15) days after delivery of the arbitrators with respect to such dispute shall be binding, final and conclusive on Request for Arbitration. HCC will make its appointment within ten (10) days after it receives the partieslist of qualified individuals from Hyatt. In the event any party hereto shall elect Hyatt fails to submit any such dispute send a list of at least five (5) qualified individuals to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person serve as arbitrator to HCC within such fifteen-day time period, then HCC shall appoint such arbitrator within twenty-five (25) days from the Request for Arbitration. In the event HCC fails to appoint a person to serve as arbitrator from the list of at least five (5) qualified individuals within ten (10) days after its receipt of such list from Hyatt, Hyatt shall appoint one of the individuals from such list to serve as arbitrator within five (5) days after the expiration of such ten (10) day period. Any individual will be qualified to serve as an arbitrator if he or she shall be an individual who has no material business relationship, directly or indirectly, with either of the Parties and who has at least ten (10) years’ recent professional years of experience in the general subject matter practice of the disputelaw with experience in corporate and/or commercial matters. Notice of such appointment The arbitration shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree commence within thirty (30) days after the appointment of the second arbitrator upon arbitrator; the matter so submitted, arbitration shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten be completed within sixty (1060) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator of commencement; and the two (2) so appointed shall, in the event of their failure to agree upon any decision arbitrator’s award shall be made within thirty (30) days thereafterfollowing such completion. The Parties may agree to extend the time limits specified in the foregoing sentence. (b) The arbitrator will apply the substantive law (and the law of remedies, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45if applicable) days after the appointment of the second State of Illinois without giving effect to the principles of conflicts of law, and will be without power to apply any different substantive law. The arbitrator will render an award and a written opinion in support thereof. Such award shall include the costs related to the arbitration and reasonable attorneys’ fees and expenses to the prevailing Party. The arbitrator also has the authority to grant provisional remedies, including injunctive relief, and to award specific performance. The arbitrator may entertain a motion to dismiss and/or a motion for summary judgment by any Party, applying the standards governing such motions under the Federal Rules of Civil Procedure, and may rule upon any claim or counterclaim, or any portion thereof (a “Claim”), without holding an evidentiary hearing, if, after affording the Parties an opportunity to present written submissions and documentary evidence, the arbitrator concludes that there is no material issue of fact and that the Claim may be determined as a matter of law. The Parties waive, to the fullest extent permitted by law, any rights to appeal, or to review of, any arbitrator, then such third arbitrator ’s award by any court. The arbitrator’s award shall be appointed by the American Arbitration Association from its qualified panel of arbitratorsfinal and binding, and shall judgment on the award may be a person having at least ten (10) years’ recent professional experience as to the subject matter entered in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a any court of competent jurisdiction, including the courts of Xxxx County, Illinois. Each Party to this Agreement irrevocably submits to the non-exclusive jurisdiction of and venue in the courts of the State of Illinois and of the United States sitting in Chicago, Illinois in connection with any such proceeding, and waives any objection based on forum non conveniens. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES SUCH PARTY’S RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY ACTION TO ENFORCE AN ARBITRATOR’S DECISION OR AWARD PURSUANT TO SECTION 9.1(a) OF THIS AGREEMENT. (c) The Parties agree to maintain confidentiality as to all aspects of the arbitration, except as may be entered upon required by applicable law, regulations or court order, or to maintain or satisfy any suitability requirements for any license by any state, federal or other regulatory authority or body, including professional societies and organizations; provided that nothing herein shall prevent a Party from disclosing information regarding the award arbitration for purposes of enforcing the award. The Parties further agree to obtain the arbitrator’s agreement to preserve the confidentiality of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingarbitration.

Arbitration. Any party hereto may elect A. In the event of a dispute between Owner and Operator with respect to submit any issue of fact specifically mentioned herein as a matter to be decided by arbitration, such dispute hereunder that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration shall be conducted determined by arbitration as provided in Boston, Massachusetts this Section 19.11. B. Disputes shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining and the pertaining. The decision of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller . C. Owner and the Purchaser Operator shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ ' recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days Days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller Owner or the Purchaser Operator shall fail to appoint an arbitrator, as aforesaid, for a period of ten twenty (1020) days Days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days Days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days Days after the appointment of the -------------------------------------------------------------------------------- OPERATING AGREEMENT PAGE 70 second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ ' recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller Owner and the PurchaserOperator, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. . D. The decision of the arbitrators shall be rendered within thirty (30) days Days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller Owner and one to the PurchaserOperator. A judgment of a court of competent jurisdiction may be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtaining.

Arbitration. Any party hereto may elect a. The parties shall have fourteen (14) calendar days to submit mutually agree upon an arbitrator after the referral to arbitration. If no agreement is reached, then the parties shall request the Oregon State Conciliation Service for a list of seven (7) qualified arbitrators. The representatives from the Board and Association shall determine by lot the order of elimination and thereafter shall alternately strike one name from the list until only one name remains. The seventh and remaining name shall become the arbitrator. b. If any question arises as to whether a particular dispute hereunder involves the misinterpretation or violation or misapplication of any of the provisions of this Agreement, such questions will first be ruled upon by the arbitrator selected to hear the dispute. The arbitrator shall first hear the arbitrability question, then the merits of the case at the same hearing. If they decide that has an amount in controversy in excess of $250,000 to arbitration hereunder. Any such arbitration the issue is not arbitrable, then no ruling on the merits shall be issued. Except as otherwise expressly provided in this Agreement, the arbitration will be conducted in Boston, Massachusetts in accordance with the Commercial Voluntary Labor Arbitration Rules of the American Arbitration Association in effect at the time (hereinafter referred to as the “AAA Rules”). c. The arbitrator so selected will confer with the representatives of the District and the Association and hold hearings promptly and will issue their decision not later than thirty (30) calendar days from the date of the close of the hearings, or if oral hearings have been waived, then pertaining from the date the final statements and proofs are submitted to them. The arbitrator’s decision will be in writing and will set forth findings of fact, reasoning, and conclusion on the issues submitted. The arbitrator will be without power or authority to make any decision that is violative of the terms of this Agreement. The arbitrator shall have no authority to alter, modify, vacate or amend any term of this Agreement. The decision of the arbitrator will be submitted to the Board and the Association and will be final and binding upon the parties. The costs for the services of the arbitrator, including per diem expenses, if any, will be borne equally by the Board and the Association. All other costs will be borne by the party incurring them. The names of any witnesses who will be used in arbitration must be made known to the other party seventy-two (72) hours prior to the first arbitration session. d. Pending the processing of the grievance and the decision of the arbitrators with respect to such dispute arbitrator, there shall be bindingno strike, final work stoppage, slowdown, or other interference with work by the Association or by any of its employee members that will interfere with the work of the District, nor shall there be a lockout of employees by the Board or its agents during the term of this Agreement. e. The provisions of this section shall not be interpreted to require that the Association process any grievance through the grievance or arbitration procedure which it believes, in good faith, lacks merit. E. In instances where an alleged contract violation affects a clearly defined class of bargaining unit members in a single department, the Association will submit the grievance in writing to the appropriate Service Area director commencing at Step 2. If, in the mutual judgment of the Association and conclusive on the partiesDistrict, a grievance affects the Association or a clearly defined group or a class of bargaining unit members in more than one Service Area, the Association may submit such grievance, in writing, to the Superintendent directly and the processing of such grievance shall commence at Step 3. F. There shall be no reprisals by either of the parties against employees, supervisors, or Board members by reason of any participation in the grievance procedure. G. For purposes of processing a grievance, break periods of 5 working days or more will be excluded from timelines for those employees who do not work during those breaks. In the event any party hereto shall elect to submit any a grievance is filed at such dispute to arbitration hereundertime as it cannot be processed through all the steps of this grievance procedure by the end of the employee’s school year, the Seller time limits set forth herein may, with the consent of the District, be reduced so that the grievance procedure may be exhausted prior to the end of the school year or as soon thereafter as it is practicable. H. All documents, communications, and records of a grievance will be filed separately from the personnel files. Any challenged document or record would remain in the grievant’s file pending the outcome of the grievance, and continue in the personnel file, if the grievance is decided in favor of the District. All charges resulting in disciplinary action shall be considered a permanent part of a employee’s personnel file and shall not be removed for any reason. I. Employee discipline and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience charges which resulted in the general subject matter of the dispute. Notice of such appointment discipline shall be sent in writing by each party to considered stale after 60 months, so long as no other discipline for the other, and the arbitrators so appointed, in the event same type of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by the party having made such appointment shall appoint a second arbitrator and the two (2) so appointed shall, in the event of their failure to agree upon any decision within thirty (30) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, and shall be a person having at least ten (10) years’ recent professional experience as to the subject matter in question. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision of the arbitrators shall be rendered within thirty (30) days after appointment of the third arbitrator. Such decision shall be in writing and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaserconduct occurs. A judgment of a court of competent jurisdiction stale document may not be entered upon the award of the arbitrators in accordance with the rules and statutes applicable thereto then obtainingused for any purpose to support progressive discipline, non-extension, or dismissal.

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

Arbitration. Any party hereto may elect to submit (a) Every contract entered into between the OPERA THEATRE and any dispute hereunder that has an amount in controversy in excess ARTIST during the term of $250,000 to arbitration hereunder. Any such arbitration this Agreement shall be conducted in Bostondeemed to contain the following provision: (1) Any controversy or claim arising out of or relating to this contract or the breach or interpretation thereof, Massachusetts or the engagement of ARTIST hereunder, shall be settled by arbitration in accordance with the Commercial Arbitration Rules rules, then obtaining, of the American Arbitration Association then pertaining and Association. Either party may demand such arbitration in writing, which demand shall include the decision name of the arbitrators with respect to such dispute shall be binding, final and conclusive on the parties. In the event any party hereto shall elect to submit any such dispute to arbitration hereunder, the Seller and the Purchaser shall each appoint and pay all fees of a fit and impartial person as arbitrator with at least ten (10) years’ recent professional experience in the general subject matter of the dispute. Notice of such appointment shall be sent in writing by each party to the other, and the arbitrators so appointed, in the event of their failure to agree within thirty (30) days after the appointment of the second arbitrator upon the matter so submitted, shall appoint a third arbitrator. If either the Seller or the Purchaser shall fail to appoint an arbitrator, as aforesaid, for a period of ten (10) days after written notice from the other party to make such appointment, then the arbitrator appointed by it. Within three (3) days after such demand, the other party having made shall name its arbitrator or in default of such appointment appointment, such arbitrator shall appoint a second arbitrator and be named forthwith by the American Arbitration Association. The two (2) arbitrators so appointed shallshall select a third (3rd) within a period of five (5) days from a panel submitted to them by the American Arbitration Association and, in the event lieu of their failure to agree agreement upon any decision within thirty such third (303rd) days thereafter, appoint a third arbitrator. If such arbitrators fail to agree upon a third arbitrator within forty five (45) days after the appointment of the second arbitrator, then such third arbitrator he shall be appointed by the American Arbitration Association from its qualified panel of arbitrators, Association. The hearing shall be held on two (2) days' notice and shall be a person having at least ten concluded within fourteen (1014) years’ recent professional experience as to days, unless otherwise ordered by the subject matter in questionarbitrators. The fees of the third arbitrator and the expenses incident to the proceedings shall be borne equally between the Seller and the Purchaser, unless the arbitrators decide otherwise. The fees of respective counsel engaged by the parties, and the fees of expert witnesses and other witnesses called for by the parties, shall be paid by the respective party engaging such counsel or calling or engaging such witnesses. The decision award of the arbitrators shall be rendered within thirty seven (307) days after appointment the close of the third arbitratorsubmission of evidence. Such decision An award agreed to by a majority of the arbitrators so appointed shall be in writing binding upon both parties and in duplicate, one counterpart thereof to be delivered to the Seller and one to the Purchaser. A judgment of a court of competent jurisdiction upon such award may be entered upon by either party in the award highest court of the arbitrators forum, State or Federal, having jurisdiction." (2) In the event there is a controversy or claim involving the sum of FIVE HUNDRED ($500.00) DOLLARS or less arising out of, or relating to this contract or the breach or interpretation thereof or the engagement of ARTISTS hereunder, it shall be settled by arbitration in accordance with the rules then obtaining of the American Arbitration Association. Either party may demand such arbitration in writing. The parties shall select a single arbitrator within a period of five (5) days thereafter from a panel submitted to them by the American Arbitration Association. In the event of a disagreement upon such arbitrator, he shall be appointed by the American Arbitration Association. The hearing shall be held on two (2) days' notice and statutes shall be concluded within fourteen (14) days unless otherwise ordered by the arbitrators. The award of the arbitrator shall be within seven (7) days after the close of the submission of evidence. An award made by the arbitrator so appointed shall be binding upon both parties, and judgment upon such award may be entered by either party in the highest court of the forum, State or Federal, having jurisdiction." (3) Upon request of OPERA THEATRE, XXXX agrees to aid in the enforcement of any arbitration award against its members by proper disciplinary action in accordance with the award, the AGMA Constitution and By-Laws, and applicable thereto then obtaininglaw. (b) Any controversy or claim arising out of or relating to this contract or breach or interpretation thereof, or the engagement of any ARTIST hereunder, shall be settled by arbitration in the same manner as is provided in the quoted portions of sub paragraphs (a) (1) and (2) above. (c) All arbitration between the OPERA THEATRE and any ARTIST and/or between the OPERA THEATRE and AGMA shall take place in St. Louis, Missouri.