Common use of Arbitration Clause in Contracts

Arbitration. Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwiseshall apply. iv. The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. v. Except as set forth in Section 15.b., the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon the The arbiters may award rendered by the arbitrator may be entered in any court having jurisdictioncosts and expenses, including reasonable attorneys' fees and other expenses.

Arbitration. Disputes subject (a) Subject to mandatory Section 9(b), any dispute, controversy or elective arbitration under claim between Executive and any member of the provisions Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be submitted to a single arbitrator pursuant to finally settled by arbitration in Houston, Texas, in accordance with the Commercial Arbitration Rules of the then-existing American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging“AAA”) for the State, unless the parties agree otherwiseRules. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered in by any court having jurisdiction thereofof competent jurisdiction. Judgment upon The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award rendered pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining the other party to this Agreement in a litigation initiated by the arbitrator may be entered a person or entity that is not a party to this Agreement. Further, nothing in any court having jurisdictionthis Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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 be governed by the law of the not including its choice of law provisos, except that the internal laws of the shall apply to the regulation of the Company.

Arbitration. Disputes subject Except with regard to mandatory Section 7, all disputes ----------- between the parties concerning the performance, breach, construction or elective arbitration under the provisions interpretation of this Agreement will Agreement, or in any manner arising out of this Agreement, shall be submitted to a single arbitrator pursuant to binding arbitration in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association or pursuant to such other provider of Association, which arbitration services or rules as the Parties may agree. Each arbitration will shall be held carried out in the city identified in Appendix – Arbitration Location manner set forth below: (Pagingi) for Within fifteen (15) days after written notice by one party to the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days other party of the its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall select its designated arbitrator and so notify the demanding party. The arbitrator will control Within fifteen (15) days thereafter, the scheduling two arbitrators so as to process selected shall select the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the third arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be heard by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions arbitrators within ninety (90) days after selection of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the third arbitrator. The arbitrator's award decision of any two arbitrators shall be binding upon the parties. Should any party or arbitrator fail to make a selection, the American Arbitration Association shall designate such arbitrator upon the application of either party. The decision of the arbitrators shall be final and binding upon the Company, its successors and may assigns and Executive. (ii) The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be entered in any court having jurisdiction thereofbinding on all parties. Judgment upon the any award rendered by the arbitrator arbitrators may be entered in into any court having jurisdictioncompetent jurisdiction without any right of appeal. (iii) Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrators and the arbitration proceeding (collectively, the "Arbitration Expenses") against the party raising such unreasonable claim or defense; and if the arbitrators rule in favor of Executive, then the Company shall be obligated to pay all of the Arbitration Expenses.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (2) Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (4) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (5) Except as set forth in Section 7(e)(ii), the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject to mandatory or elective arbitration under In the provisions of this Agreement will be submitted to a single arbitrator pursuant event that any dispute should arise between the parties as to the Commercial Arbitration Rules meaning, effect, performance, enforcement, or other issue in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and binding arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be governed by the rules of the American Arbitration Association or pursuant (“AAA”) applicable to such other provider of arbitration services or rules commercial arbitrations (the “Rules”) except as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisemodified by this Section. The arbitration hearing will Executive shall appoint one arbitrator, the Bank shall appoint one arbitrator, and the third shall be requested to commence within sixty (60) Days appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the demand for arbitrationpanel. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion parties shall appoint their arbitrators within thirty (30) Days days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. The arbitrators shall render their decision in writing within thirty (30) days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern evidence or other termination of the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured proceedings by the prevailing party's actual damagespanel, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions decision of a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbitrators shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the applicable state law. Any hearings in the arbitration shall be held in Suffolk County, New York unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall be shared equally by the arbitrator may parties. The other costs of the arbitration, including the fees of AAA, shall be entered borne as directed in any court having jurisdictionthe decision of the panel.

Arbitration. Disputes subject Any dispute between the parties under this Agreement shall be resolved (except as provided below) through informal arbitration by an arbitrator (who is selected as provided below) and under the rules of the American Arbitration Association. The Arbitration shall be conducted under the rules of said Association at the location where the Executive is then employed by the Corporation, provided, however, that the arbitration shall be conducted at the location specified by the Corporation if the Executive’s out-of-pocket expenses of travel and lodging are borne by the Corporation. Each party shall be entitled to mandatory or elective arbitration under present evidence and argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules and may not change any of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitrationits provisions. The arbitrator will control shall permit reasonable pre-hearing discovery of facts, to the scheduling so as extent necessary to process the matter expeditiously. The Parties may submit written briefs upon establish a schedule determined claim or defense to a claim, subject to supervision by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions determination of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. Judgment The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the Corporation or as the arbitrator shall otherwise equitably determine. In the event the services of an arbitrator are required and if the Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the award rendered identity of an arbitrator, within ten (10) days thereafter the Executive and Corporation shall each select an arbitrator and the two arbitrators shall select by mutual agreement an arbitrator. If either party fails to select an arbitrator, then the other party shall select the second arbitrator, and an arbitrator shall be selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association and those arbitrators shall mutually agree upon the selection of an arbitrator may who will be entered in any court having jurisdictionthe arbitrator.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (iv) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (v) Except as set forth in Section 19(b) and (c), the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject Any dispute arising out of or relating to mandatory or elective arbitration under the provisions Article 5 of this Agreement will Lease (with respect to the issues expressly stated therein) shall be submitted to a single arbitrator pursuant to and determined in binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseAssociation. The arbitration hearing will shall be requested to commence conducted before and by a single arbitrator selected by the parties. If the parties have not selected an arbitrator within sixty (60) Days 30 days of the written demand for arbitration, the arbitrator shall be selected by the American Arbitration Association pursuant to the then current rules of that Association on application by either party. The arbitrator will control the scheduling so shall have authority to fashion such just, equitable and legal relief as to process the matter expeditiouslyhe, in his sole discretion, may determine. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request parties agree that the arbitrator rule on the dispute by issuing a written opinion arbitration hearing shall be held within thirty (30) Days after business days following notification to the close parties of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability appointment of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damagessuch arbitration, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator arbitration proceedings shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of concluded within thirty (30) business days following the Parties or by the arbitrator upon a showing of good causefirst scheduled arbitration hearing. Each Party will party shall bear all its own costs expenses of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and shall bear equally the costs and expenses of the arbitrator. The arbitrator's award All arbitration proceedings shall be final conducted in the City of Stamford, State of Connecticut. Landlord and binding Tenant further agree that they will faithfully observe this agreement and may be entered in rules, and that they will abide by and perform any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered upon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease. Landlord and Tenant further agree that in any court having jurisdictionaddition to the discovery rights available to them under the Commercial Arbitration Rules they shall have all rights of discovery available to litigants pursuant to the Connecticut Rules of Court then appertaining.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (ii) Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (iv) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (v) Except as set forth in Section 12(b) below, the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject A. Any dispute or other matter in question between the Company and the Reinsurer arising out of, or relating to, the formation, interpretation, performance, or breach of this Agreement, whether such dispute arises before or after termination of this Agreement, shall be settled by arbitration. Arbitration shall be initiated by the delivery of a written notice of demand for arbitration by one party to mandatory the other within a reasonable time after the dispute has arisen. B. If more than one reinsurer is involved in the same dispute, all such reinsurers shall constitute and act as one party for the purposes of this Article, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or elective arbitration claims, nor be construed as changing the liability of the Reinsurer under the provisions terms of this Agreement will be submitted from several to joint. C. Except as set forth in Article III, each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a single third arbitrator. If either party refuses or neglects to appoint an arbitrator pursuant to within 60 days, the Commercial Arbitration Rules other party may appoint the second arbitrator. If the two arbitrators do not agree on a third arbitrator within 60 days of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days appointment of the demand for arbitrationsecond arbitrator, each of the arbitrators shall nominate three individuals. The If the two arbitrators are unable to agree upon the third arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after days of their appointment, the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The third arbitrator shall be knowledgeable selected from a list of telecommunications issuessix individuals (three named by each arbitrator) by a judge of the United States District Court having jurisdiction over the geographical area in which the arbitration is to take place, or if that court declines to act, the state court having general jurisdiction in such area. The times specified arbitrators shall be active or retired officers of insurance or reinsurance companies or Lloyd’s of London Underwriters; the arbitrators shall not have a personal or financial interest in this Section 20.6 the result of the arbitration. D. The arbitration hearings shall be held in New York, New York. Each party shall submit its case to the arbitrators within 60 days of the selection of the third arbitrator or within such longer period as may be extended agreed by the arbitrators. The arbitrators shall not be obliged to follow judicial formalities or shortened upon mutual agreement the rules of evidence except to the extent required by governing law, that is, the state law of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees situs of the arbitration and as herein agreed; they shall make their decisions according to the arbitratorpractice of the reinsurance business. The arbitrator's award decision rendered by a majority of the arbitrators shall be final and binding and on both parties. Such decision shall be a condition precedent to any right of legal action arising out of the arbitrated dispute which either party may have against the other. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. E. Each party shall pay the fee and expenses of its own arbitrator and one-half of the fee and expenses of the third arbitrator. Judgment All other expenses of the arbitration shall be equally divided between the parties. F. Except as provided above, arbitration shall be based, insofar as applicable, upon the award rendered by procedures of the arbitrator may be entered in any court having jurisdictionAmerican Arbitration Association.

Arbitration. Disputes subject (a) Any disagreement, dispute, controversy or claim arising out of or relating to mandatory this Agreement or elective arbitration under the provisions interpretation or validity hereof shall be settled exclusively and finally by arbitration. It is specifically understood and agreed that any disagreement, dispute or controversy which cannot be resolved between the parties, including without limitation any matter relating to the interpretation of this Agreement will Agreement, may be submitted to arbitration irrespective of the magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy would otherwise be considered justifiable or ripe for resolution by a single arbitrator pursuant to court or arbitral tribunal. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider (the “AAA”). (b) The arbitral tribunal shall consist of arbitration services or rules as one arbitrator who shall be an attorney of recognized standing at the Parties may agree. Each arbitration will be held bar with at least 15 years experience in the city identified in Appendix – Arbitration Location (Paging) for practice of law. The parties to the State, unless arbitration jointly shall directly appoint such arbitrator within 30 days of initiation of the arbitration. If the parties agree otherwiseshall fail to appoint such arbitrator as provided above, such arbitrator shall be appointed by the AAA as provided in the Commercial Arbitration Rules and shall be a person who (i) maintains his or her principal place of business either within 75 miles of Buffalo, New York and (ii) had substantial experience in commercial and business matters. The arbitration hearing will be requested to commence within sixty (60) Days Company or the Bank shall pay all of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by fees and expenses of the arbitrator. The Parties will request that Bank shall pay all of the arbitrator rule on fees and expenses of the arbitrator, in a lump sum no later than two and one-half months after the end of the calendar year in which such expenses were incurred. The arbitration shall be conducted within the Buffalo, New York metropolitan area or in such other city in the Untied States of America as the parties to the dispute may designate by issuing mutual written consent. (c) At any oral hearing of evidence in connection with the arbitration, each party thereto or its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of any opposing party. No evidence of any witness shall be presented unless the opposing party or parties shall have the opportunity to cross-examine such witness, except as the parties to the dispute otherwise agree in writing or except under extraordinary circumstances where the interests of justice require a written opinion within thirty different procedure. (30d) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding A decision or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbitral tribunal shall be final and binding upon the parties to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any rights to appeal or to seek review of such award by any court or tribunal. The parties hereto agree that the arbitral award may be enforced, against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof. Judgment upon . (e) Nothing herein contained shall be deemed to give, the award rendered by arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the arbitrator may be entered in any court having jurisdictionprovisions of this Agreement.

Arbitration. Disputes subject to mandatory (a) If the grievance is not satisfactorily settled at Step 3, either the Employer or elective arbitration under the provisions Association may, within ten (10) work days after receipt of this Agreement will the Step 3 answer, request that the grievance be submitted to binding arbitration. If the grievance is not submitted to arbitration within such ten (10) day period, it will be considered closed on the basis of the Step 3 answer. (b) If the grievance is appealed to arbitration as herein provided, the parties may mutually agree upon an arbitrator to hear the grievance. If the parties are unable to mutually agree upon an arbitrator then the party desiring arbitration shall, within ten (10) work days of the date of its written request for arbitration, submit a single arbitrator pursuant demand to the Commercial American Arbitration Association for arbitration of the grievance. The arbitrator shall then be selected in accordance with the Voluntary Labor Arbitration Rules of the American Arbitration Association or pursuant to in effect as of the time of such other provider demand. (c) The arbitration hearing shall be governed by the Voluntary Labor Arbitration Rules of the American Arbitration Association. (d) Each party shall be responsible for its own expenses, if any, in connection with the arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseproceedings. The arbitration hearing will fees and expenses shall be requested to commence within sixty split evenly between each party. (60e) Days The decision of the demand for arbitration. The arbitrator will control must be based on an interpretation of one or more of the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close provisions of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, this Agreement or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding supplement or award that does not conform to the terms and conditions of the Agreementamendment thereto. The arbitrator shall be knowledgeable of telecommunications issueshave no power to add to, take from, modify, or alter this Agreement or any supplement or amendment thereto. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by Any matter submitted to arbitration over which the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split has no power to rule shall be referred back to the fees of the arbitration and the arbitrator. parties without decision. (f) The arbitrator's award decision, when made in accordance with her jurisdiction and authority, shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered Employer, the Association and any employee or employees involved and cannot be changed by the arbitrator may be entered in any court having jurisdictionindividual.

Arbitration. Disputes subject to mandatory or elective arbitration under If the provisions grievance still exists and the Association is not satisfied, upon approval by the Association’s grievance committee, the next step is arbitration. 1. If the Association, on behalf of this Agreement will the aggrieved teacher(s), desires impartial arbitration, written notice shall be submitted to a single arbitrator pursuant given to the Commercial Arbitration Rules superintendent within twenty (20) schools days after receiving the decision of the Board (Step D). If a request for impartial arbitration has not been received by the superintendent within twenty (20) days after receiving the Board’s decision (Step D), then the grievance shall be deemed withdrawn. 2. Within fifteen (15) school days after receiving the written request for impartial arbitration, the Board shall enter into the arbitration selection process. The arbitration proceedings shall be conducted by an arbitrator agreed upon by the Association and Board. 3. If agreement has not been reached on the selection of an arbitrator by the end of the fifteen (15) school days after receiving the request for impartial arbitration, the American Arbitration Association (or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Pagingmutually agreed upon source) for the State, unless the parties agree otherwise. The arbitration hearing will shall be requested to commence within sixty (60) Days act as administrator of the demand for arbitrationproceedings and supply a list of five arbitrators’ names and qualifications. Either party may reject one list of arbitrators in its entirety and request that another list be submitted. From the list of five arbitrators, the party initially requesting the arbitration shall strike two names from the list and then the other party shall strike two names from the list. The arbitrator will control person whose name remains on the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that list shall be the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementselected. The arbitrator shall be knowledgeable notified by the superintendent of telecommunications issueshis/her selection and requested to contact the parties to set a hearing date, time, and place. 4. Neither the Board nor the Association shall be permitted to assert any grounds or submit any evidence to the arbitrator which had not previously been disclosed to the other party during the previous steps. 5. The times specified arbitrator shall have no power to nullify, alter, modify, amend, ignore, add to or subtract from the provisions, terms or conditions of this agreement in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitratorany way. The arbitrator's award ’s decision must be based solely upon his/her interpretation of the meaning or application of the express relevant provision of this agreement. 6. Insofar as such arbitration is limited as stated in the preceding paragraph, both parties agree to abide by the results of the findings of the arbitrator. 7. Any grievance which arose prior to the effective date of this agreement shall not be processed. 8. Each party shall bear the full cost for its representation in the arbitration. The cost of the arbitrator and the American Arbitration Association shall be final divided equally between the Board and binding and may the Association. 9. If either party requests a transcript of the proceedings, that party shall bear full costs for the transcript. If both parties order a transcript, the cost of the two (2) transcripts shall be entered in any court having jurisdiction thereofdivided equally between the parties. Judgment upon the award rendered by If the arbitrator may requests a copy of the transcript, the cost shall be entered in any court having jurisdictiondivided equally between the parties.

Arbitration. Disputes subject Except with regard to mandatory Section 6, all disputes between the parties or elective arbitration under any claims concerning the provisions performance, breach, construction or interpretation of this Agreement will Agreement, or in any manner arising out of this Agreement, shall be submitted to a single arbitrator pursuant to binding arbitration in accordance with the Commercial Arbitration Rules Rules, as amended from time to time, of the American Arbitration Association or pursuant to such other provider of (the "AAA"), which arbitration services or rules as the Parties may agree. Each arbitration will shall be held carried out in the city identified in Appendix – Arbitration Location manner set forth below: (Paginga) for Within fifteen (15) days after written notice by one party to the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days other party of the its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. The Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator will control as the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the third arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be heard by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions arbitrators within ninety (90) days after appointment of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the third arbitrator. The arbitrator's award decision of any two (2) or all three (3) of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbitrators shall be final and binding upon the Company, its successors and may assigns, and upon Executive, his heirs, personal representatives, and legal representatives. (b) The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be entered in any court having jurisdiction thereofbinding on all parties. Judgment upon the any award rendered by the arbitrator arbitrators may be entered in into any court having jurisdictioncompetent jurisdiction without any right of appeal. (c) Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (other than attorneys' fees which are covered in Section 7.5 below) and of the arbitrators and the arbitration proceeding.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (2) Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (4) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (5) Except as set forth in Section 6(e)(d)(ii), the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (2) Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (4) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (5) Except as set forth in Section 6(d)(ii), the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject 9.2.1 Any and all unresolved Disputes, except as set forth in Section 9.3 or Section 9.4, shall be exclusively and finally resolved by binding arbitration. 9.2.2 Any arbitration concerning a Dispute shall be conducted in New York, New York, United States of America, unless otherwise agreed to mandatory or elective by the Parties in writing. Each and any arbitration under shall be administered by the provisions of this Agreement will American Arbitration Association (the “AAA”), and shall be submitted to a single arbitrator pursuant to conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association or pursuant AAA (the “Rules”), as such Rules may be amended from time to time. 9.2.3 Within ten (10) days after receipt of an arbitration notice from a Party, the Parties shall attempt in good faith to agree on a single neutral arbitrator with relevant industry experience to conduct the arbitration. If the Parties do not agree on a single neutral arbitrator within ten (10) days after receipt of an arbitration notice, each Party shall select one (1) arbitrator and the two (2) Party-selected arbitrators shall select a third arbitrator with relevant industry experience to constitute a panel of three (3) arbitrators to conduct the arbitration in accordance with the Rules. In the event that only one of the Parties selects an arbitrator, then such other provider of arbitration services or rules arbitrator shall be entitled to act as the Parties may agreesole arbitrator to resolve the Dispute or any all unresolved issues subject to the arbitration. Each and every arbitrator of the arbitration will panel conducting the arbitration must and shall agree to render an opinion within twenty (20) days after the final hearing before the panel. 9.2.4 The decision or award of the arbitrator(s) shall be held final, binding, and incontestable and may be used as a basis for judgment thereon in any jurisdiction. To the full extent permissible under Applicable Law, the Parties hereby expressly agree to waive the right to appeal from the decision of the arbitrator(s), there shall be no appeal to any court or other authority (government or private) from the decision of the arbitrator(s), and the Parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in any jurisdiction where enforcement action is taken by the Party in whose favor the decision or award is rendered, except in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisecase of fraud. The arbitration hearing will be requested to commence within sixty (60arbitrator(s) Days shall, upon the request of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing any Party, issue a written opinion within thirty (30of the findings of fact and conclusions of law and shall deliver a copy to each of the Parties. Each Party shall bear its own costs and attorney’s fees, and the Parties shall equally bear the fees, costs, and expenses of the arbitrator(s) Days after and the close of hearingsarbitration proceedings; provided, however, that the arbitrator(s) may exercise discretion to award costs, including attorney’s fees, to the prevailing Party. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state Without limiting any other remedies that may be available under applicable law, the arbitrator(s) shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damagesprovisional remedies of any nature whatsoever, exemplary damagesor punitive, consequential damagesspecial, multiple damagesconsequential, or any other damages not measured by the prevailing party's actual similar form of damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Arbitration. Disputes subject (a) Any dispute, controversy or claim arising out of or relating to mandatory the Company's obligations to pay severance benefits under this Agreement, or elective the breach thereof, shall be settled and resolved solely by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or pursuant controversies arising out of or relating to such other provider Xx. Xxxxxx'x employment by the Company or the termination thereof. (b) Arbitration shall be initiated by serving a written notice of demand for arbitration services to Xx. Xxxxxx, in the case of the Company, or rules as to the Parties may agreeSouthern Board, in the case of Xx. Each Xxxxxx. (c) The arbitration will shall be held in the city identified in Appendix – Arbitration Location (Paging) for the StateAtlanta, unless the parties agree otherwiseGeorgia. The arbitration hearing will be requested arbitrators shall apply the law of the State of Georgia, to commence the extent not preempted by federal law, excluding any law which would require the application of the law of another state. (d) The parties shall appoint arbitrators within sixty fifteen (6015) Days business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator will control the scheduling so as to process the matter expeditiouslyshall be appointed by Xx. The Parties may submit written briefs upon a schedule determined Xxxxxx, one arbitrator shall be appointed by the arbitratorCompany, and the two arbitrators shall appoint a third. The Parties will request that If the arbitrators cannot agree on a third arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days business days after the close service of hearings. The Federal Arbitration Actdemand for arbitration, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The third arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or selected by the arbitrator upon a showing of good causeAAA. (e) The arbitration filing fee shall be paid by Xx. Each Party will bear its own Xxxxxx. All other costs of these proceduresarbitration shall be borne equally by Xx. Xxxxxx and the Company, provided, however, that the Company shall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Xx. Xxxxxx'x favor and Xx. Xxxxxx is reimbursed legal fees under Paragraph 2.(g) hereof. (f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including attorneys' fees. The Parties will equally split the fees any award of the arbitration injunctive relief, and the arbitrator. The arbitrator's award shall be final and binding and a judgment of a court having jurisdiction may be entered upon an award. (g) The parties agree that nothing in this Paragraph 5 is intended to preclude upon application of either party any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be entered necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall prevent any court from entering and enforcing in any court having jurisdictionlawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Paragraph 5.

Arbitration. Disputes subject If any controversy, claim or dispute arising out of or relating to mandatory or elective arbitration under the provisions of this Agreement or the breach or performance thereof occurs, the parties shall meet and exert reasonable efforts to reach an amicable settlement for a period not to exceed twenty (20) days from the date written notice of the controversy, claim or dispute is served by the complaining party to the other party under this Agreement. If for any reason such settlement fails to occur within such twenty-day period (or such other period as the parties may agree in writing), the parties will then enlist the services of a mutually agreed upon industry representative to facilitate settlement negotiations for an additional twenty (20) day period in an attempt to resolve the controversy. If a favorable resolution is not attained within the additional twenty (20) day period, the controversy, claim or dispute shall be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of binding arbitration administered by the American Arbitration Association or pursuant in accordance with its Commercial Arbitration Rules (“AAA Rules”) and subject to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damagesSections 1 et seq., and may not, in judgment on any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and thereby rendered may be entered in any court having jurisdiction thereof. Judgment upon . (a) Any such arbitration shall proceed as promptly and as expeditiously as possible (and the award rendered parties shall cooperate to this end) before three arbitrators, consisting of one arbitrator appointed by the claimant, one arbitrator appointed by the respondent, and the third arbitrator appointed by the two party-appointed arbitrators. Arbitration shall be initiated by written notice of intention to arbitrate made pursuant the AAA Rules. The claimant shall identify its appointed arbitrator in the notice of intention to arbitrate, and the respondent shall identify its appointed arbitrator within ten (10) days of its receipt of the notice of intention to arbitrate. The two party-appointed arbitrators shall agree upon and appoint the third arbitrator within the ten (10) day period following the appointment of the second party-appointed arbitrator. If either the claimant or the respondent fail to appoint an arbitrator pursuant to the foregoing, or if the two party-appointed arbitrators fail to agree upon and appoint the third arbitrator within the above-referenced ten (10) day period, then such arbitrator or arbitrators shall be appointed by the AAA pursuant to the AAA Rules. The arbitrators chosen or appointed shall have expertise and/or experience in the oil and gas industry. (b) Nothing in this Section shall be deemed to preclude any party from applying to any court of competent jurisdiction at any time prior to the formation of the arbitration panel (including before or during the 20-day negotiation period referenced in the first sentence of this Section) for injunctive, provisional or other emergency relief pertaining to the subject matter of a controversy, claim or dispute that is arbitrable hereunder, or applying for such relief in aid of arbitration after formation of the arbitration panel, where (i) the arbitration award to which the party may be entered entitled may be rendered ineffectual without such relief, (ii) the party seeking such relief is not in breach of this Section, and (iii) the relief sought will not materially delay or frustrate the arbitration. The grant or denial of any court-ordered relief pursuant to this paragraph shall not constitute or be deemed to be a ruling on the merits of the matter to be arbitrated, nor shall any application for such relief be deemed to be a waiver of any right to arbitration hereunder. (c) The parties hereby agree that the costs and expenses, including attorneys’ fees, incurred in connection with any arbitration or court having jurisdictionproceeding hereunder shall be awarded in favor of the prevailing party and against the losing party as determined by the arbitration panel or court, as the case may be.

Arbitration. Disputes subject to mandatory (a) Except as otherwise expressly provided herein, any dispute, controversy or elective claim arising out of or in connection with this Agreement, or the interpretation, breach, termination or validity thereof (“Dispute”) shall be finally resolved by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules of the American Arbitration Association or pursuant to (“AAA”) then in effect (the “Rules”), except as modified herein and such other provider arbitration shall be administered by the AAA. The place of arbitration services or rules as the Parties may agree. Each arbitration will shall be held in the city identified in Appendix – Arbitration Location New York, New York. (Pagingb) for the State, unless There shall be one arbitrator who shall be agreed upon by the parties agree otherwise. The arbitration hearing will be requested to commence within sixty twenty (6020) Days days of receipt by respondent of a copy of the demand for arbitration. The If any arbitrator will control is not appointed within the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined time limit provided herein, such arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate and limited partnership matters and an experienced arbitrator. The Parties will request that In rendering an award, the arbitrator rule on shall be required to follow the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions laws of the Agreementstate of Delaware. (c) The award shall be in writing and shall briefly state the findings of fact and conclusions of law on which it is based. The arbitrator shall not be knowledgeable of telecommunications issuespermitted to award punitive, multiple or other non-compensatory damages. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding upon the parties and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereofover any party or any of its assets. Judgment upon Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award rendered shall be charged against the party resisting such enforcement. (d) All Disputes shall be resolved in a confidential manner. The arbitrator shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration or any other information about such arbitration. The parties to the arbitration shall not disclose any information about the evidence adduced or the documents produced by the arbitrator other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may be entered required by law, regulatory or governmental authority or as may be necessary in an action in aid of arbitration or for enforcement of an arbitral award. Before making any disclosure permitted by the preceding sentence (other than private disclosure to financial regulatory authorities), the party intending to make such disclosure shall use reasonable efforts to give the other party reasonable written notice of the intended disclosure and afford the other party a reasonable opportunity to protect its interests. (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 non-privileged documents essential to a matter of import in the proceeding for which a party has demonstrated a substantial need. The parties agree that they will produce to each other all such requested non-privileged documents, except documents objected to and with respect to which a ruling has been or shall be sought from the arbitrator. There will be no depositions. (f) Any claim brought by a Partner must be brought in such Partner’s individual capacity and not as a plaintiff or class member in any court having jurisdictionpurported class, collective or representative proceeding.

Arbitration. Disputes subject to mandatory or elective arbitration under Except as otherwise expressly provided elsewhere in this Agreement, in the provisions of this Agreement will be submitted to a single arbitrator pursuant event that any dispute should arise between the parties as to the Commercial Arbitration Rules meaning, effect, performance, enforcement, or other issue in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and binding arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be governed by the rules of the American Arbitration Association or pursuant (“AAA”) applicable to such other provider of arbitration services or rules commercial arbitrations (the “Rules”) except as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisemodified by this Section. The arbitration hearing will Employee shall appoint one arbitrator, the Company shall appoint one arbitrator, and the third shall be requested to commence within sixty (60) Days appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the demand for arbitrationpanel. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion parties shall appoint their arbitrators within thirty (30) Days days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. The arbitrators shall render their decision in writing within thirty (30) days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern evidence or other termination of the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured proceedings by the prevailing party's actual damagespanel, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions decision of a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbitrators shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the Florida Arbitration Code or any applicable successor legislation. Any hearings in the arbitration shall be held in the Palm Beach County, Florida unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall be shared equally by the arbitrator may parties. The costs of the arbitration, including the fees of AAA, shall be entered borne as directed in any court having jurisdictionthe decision of the panel.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or elective arbitration under the provisions breach of this Agreement Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be submitted to a single arbitrator pursuant in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the Commercial Arbitration Rules party demanding arbitration. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. C. One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator. D. The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. If the 2 arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association or pursuant to such other provider appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be being requested to commence within sixty (60) Days do so, either party may request a district court judge of the demand federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (3 named by each arbitrator previously appointed). All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London. E. Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of briefs, discovery procedures and schedules for hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, panel shall govern the arbitrability be relieved of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages judicial formality and shall not measured be bound by the prevailing party's actual damagesstrict rules of procedure and evidence. Unless the panel agrees otherwise, and may notarbitration shall take place in DeRidder, in any event, make any ruling, finding or award that does not conform to Louisiana but the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 venue may be extended or shortened upon mutual agreement of the Parties or changed when deemed by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split panel to be in the fees best interest of the arbitration and proceeding. Insofar as the arbitratorarbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The arbitrator's award decision of any 2 arbitrators when rendered in writing shall be final and binding binding. The panel is empowered to grant interim relief as it may deem appropriate. F. The panel shall make its decision considering the custom and practice of the applicable insurance and reinsurance business as promptly as possible following the termination of the hearings. Judgment upon the award may be entered in any court having jurisdiction thereof. Judgment upon the award rendered . G. If more than one subscribing reinsurer is involved in arbitration where there are common questions of law or fact and a possibility of conflicting awards or inconsistent results, all such subscribing reinsurers shall 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 the one party; provided, however, that nothing therein 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 under the terms of this Contract from several to joint. H. Each party shall bear the expense of its own arbitrator may and shall jointly and equally bear with the other party the cost of the third arbitrator. The remaining costs of the arbitration shall be entered in any court having jurisdictionallocated by the panel. The panel may, at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to attorneys fees, to the extent permitted by law.

Arbitration. Disputes subject If the grievance has not been resolved at Step 3, the Union may refer the dispute to mandatory final and binding arbitration by notifying the Port in writing of its submission to arbitration within ten (10) calendar days after receipt of the Port’s Labor Relations representative written response at Step 3. Within ten (10) calendar days from sending its notice, the Union shall file for arbitration with the Public Employment Relations Commission and select to receive a list of arbitrators or elective receive the assignment of an arbitrator. If the receipt of a list is selected, within ten (10) calendar days after receipt of the list, after flipping a coin to see which party goes first, the Union and the Port shall alternately strike the names on the list, and the remaining name shall be arbitrator. Alternatively, the parties may mutually agree upon an arbitrator instead of obtaining a list from PERC. The parties may mutually agree to submit the grievance to mediation prior to arbitration under by filing a joint request for mediation with the PERC. The hearing on the grievance shall be informal and the rules of evidence shall not apply. The arbitrator shall not have the power to add to, subtract from, or modify the provisions of this Agreement will be submitted to agreement in arriving at a single arbitrator pursuant decision of the issue or issues presented; and shall confine his/her decision solely to the Commercial Arbitration Rules interpretation, application, or enforcement of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitrationthis agreement. The arbitrator will control shall confine himself/herself to the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Actprecise issue submitted for arbitration, 9 U.S.C. §§ 1-16, not state law, and shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or determine any other damages issues not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform submitted to the terms and conditions him/her. The decision of the Agreement. The arbitrator shall be knowledgeable of telecommunications issuesfinal and binding upon the aggrieved employee, Union and Port. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement Port and the Union shall share equally the fees and expenses of the Parties or by the arbitrator upon a showing of good causearbitrator. Each Party will party shall bear its own costs of these procedures, presenting grievances and/or arbitrations under this agreement including attorneys' attorney’s fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Arbitration. Disputes subject Except with regard to mandatory Section 6, all disputes between the parties or elective arbitration under any claims concerning the provisions performance, breach, construction or interpretation of this Agreement will Agreement, or in any manner arising out of this Agreement, shall be submitted to a single arbitrator pursuant to binding arbitration in accordance with the Commercial Arbitration Rules Rules, as amended from time to time, of the American Arbitration Association or pursuant to such other provider of (the “AAA”), which arbitration services or rules as the Parties may agree. Each arbitration will shall be held carried out in the city identified in Appendix – Arbitration Location manner set forth below: a. Within fifteen (Paging15) for days after written notice by one party to the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days other party of the its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. The Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator will control as the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the third arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be heard by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions arbitrators within ninety (90) days after appointment of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the third arbitrator. The arbitrator's award decision of any two (2) or all three (3) of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbitrators shall be final and binding upon the Company, its successors and may assigns, and upon Executive, his heirs, personal representatives, and legal representatives. b. The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be entered in any court having jurisdiction thereofbinding on all parties. Judgment upon the any award rendered by the arbitrator arbitrators may be entered in into any court having jurisdictioncompetent jurisdiction without any right of appeal. c. Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (other than attorneys’ fees, which are addressed in Section 7.5 below) and of the arbitrators and the arbitration proceeding.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (iv) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (v) Except as set forth in Section 19(b) and (c), the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject A. Any controversy, dispute or claim arising out of or relating to mandatory or elective arbitration under the provisions of this Agreement or the breach hereof which cannot be settled by mutual agreement (other than with respect to the matters covered by Section IX for which JTAX may, but will not be required to, seek injunctive relief) will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to arbitration in Parsippany, New Jersey, to the American Arbitration Association, before a single arbitrator pursuant to appointed in accordance with the Commercial Arbitration Rules arbitration rules of the American Arbitration Association or pursuant Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to such other provider of arbitration services or rules as the Parties other, may agree. Each arbitration will be held so submit the points in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested dispute to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control may enter a default decision against any party who fails to participate in the scheduling so as to process the matter expeditiously. arbitration proceedings. B. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that decision of the arbitrator rule on the points in dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Actwill be final, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damagesunappealable and binding, and may not, in any event, make any ruling, finding or judgment on the award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by . C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of any such party as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney. D. The parties agree that this Section XVII has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this Section XVII will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. E. The parties will keep confidential, and will not disclose to any person, except as may be entered in required by law, the existence of any court having jurisdictioncontroversy hereunder, the referral of any such controversy to arbitration or the status or resolution thereof.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (1) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (2) Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (4) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (5) Except as set forth in Section 7(d)(ii), the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. In the event that the Dispute is not resolved in an amicable manner as set forth in Section 8.5(a) or through mediation pursuant to Section 8.5(b), the latter within 30 days of the submission of the Dispute to mediation, either party involved in the Dispute may submit the dispute to binding arbitration pursuant to this Section 8.5(c). All Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a single arbitrator arbitration pursuant to this Section 8.5(c) shall be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless either party involved elects to utilize an independent referee (“Referee”) mutually acceptable to the parties, in which event all references herein to the American Arbitration Association shall be deemed modified accordingly. Expedited rules shall apply regardless of the amount at issue. Arbitration proceedings hereunder may be initiated by either party making a written request to the American Arbitration Association, together with any appropriate filing fee, at the office of the American Arbitration Association in Orlando, Florida. The arbitration shall be by a single qualified arbitrator (“Arbitrator”) experienced in the matters at issue, such Arbitrator to be mutually agreed upon by FIS and LPS. If the parties fail to agree on an Arbitrator within 30 days after notice of commencement of arbitration, the American Arbitration Association shall, upon the request of any party to the dispute or pursuant to such other provider of difference, appoint the Arbitrator. All arbitration services or rules as the Parties may agree. Each arbitration will proceedings shall be held in the city identified of Jacksonville, Florida in Appendix – Arbitration Location a location to be specified by the Arbitrator (Paging) for the State, unless or any place agreed to by the parties agree otherwiseand the Arbitrator). The arbitration hearing will be requested to commence within sixty (60) Days Any order or determination of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbitral tribunal shall be final and binding upon the parties to the arbitration as to matters submitted and may be entered enforced by any party to the Dispute in any court having jurisdiction thereofover the subject matter or over any of the parties. Judgment upon The parties agree that the award rendered length of time to be provided in any arbitration action to conduct discovery shall be limited to 90 days, the length of time to conduct the arbitration hearing shall be limited to ten days (with each party having equal time) and that the Arbitrator shall be required to render his or her decision within 30 days of the completion of the arbitration hearing. All costs and expenses incurred by the arbitrator may Arbitrator shall be entered shared equally by the parties. Each party shall bear its own costs and expenses in connection with any court having jurisdictionsuch arbitration proceeding. The use of any alternative dispute resolution procedures hereunder will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party.

Arbitration. Disputes subject to mandatory Any dispute or elective arbitration under the provisions controversy arising out of or in ----------- connection with this Agreement will as to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation, breach, continuance or termination thereof shall be submitted to a single arbitrator arbitration pursuant to the Commercial following procedure: (i) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (ii) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Rules Committee of the American Arbitration Association Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (iii) Subject to the provisions of paragraph 5 (ii) hereof, each party shall bear the cost of the arbitrator appointed by it or pursuant to such other provider on its behalf and its own legal fees, and the remaining costs of the arbitration services or rules as the Parties may agree. Each arbitration will shall be held in the city identified in Appendix – Arbitration Location borne equally by each party. (Pagingiv) for the State, unless the parties agree otherwise. The arbitration hearing will shall be requested held at a site in Port Xxxxxx, Texas, to commence within sixty (60) Days be agreed to by a majority of the demand for arbitration. arbitrators on 10 days' written notice to the parties. (v) The arbitrator will control arbitration hearing shall be concluded within 10 days unless otherwise ordered by a majority of the scheduling so as to process arbitrators, and the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty (30) Days 10 days after the close of hearingsthe submission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, and judgment on such award may be entered by either party in the highest court, state of federal, having jurisdiction. The parties stipulate that the provisions hereof shall be a complete defense to any suit, action or proceeding instituted in any federal, state, or local court having jurisdiction thereofor before any administrative tribunal with respect to any controversy or dispute arising during the period of this Agreement and which is arbitrable as herein set forth. Judgment upon The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the award rendered by the arbitrator may be entered in any court having jurisdictiontermination of this Agreement.

Arbitration. Disputes subject to mandatory or elective arbitration All disputes under the provisions of this Agreement will shall be submitted to settled by arbitration before a single arbitrator pursuant to the Commercial Arbitration Rules commercial law rules of the American Arbitration Association or pursuant Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such other provider of dispute has been referred to arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementunder this Section 7.5. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual selected by the joint agreement of the Parties or Indemnifying Party and Indemnified Party, but if they do not so agree within 20 days after the date of the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto; provided, however, that any such award shall be accompanied by a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and the arbitrator. The arbitrator's award decision of the arbitrator in accordance herewith shall be final and binding without right of appeal. Each party shall pay its own expenses of arbitration and may the expenses of the arbitrator shall be entered equally shared; provided, however, that if in the opinion of the arbitrator any court having jurisdiction thereof. Judgment upon the award rendered by claim for indemnification or any defense or objection thereto was unreasonable, the arbitrator may assess, as part of his award, all or any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrator against the party raising such unreasonable claim, defense or objection. To the extent that arbitration may not be entered legally permitted hereunder and the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, any party may commence a civil action in a court of appropriate jurisdiction to solve disputes hereunder. Nothing contained in this Section 7.5 shall prevent the parties from settling any court having jurisdictiondispute by mutual agreement at any time.

Arbitration. Disputes (a) Any controversy between the parties to the Trust Fund Grant Agreement and any claim by either such party against the other arising under the Trust Fund Grant Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Administrator and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Administrator; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to mandatory or elective arbitration under the provisions of this Agreement will Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be submitted to a single arbitrator pursuant by majority vote. (h) The Arbitral Tribunal shall afford to the Commercial Arbitration Rules parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the American Arbitration Association or pursuant to Arbitral Tribunal shall constitute the award of such other provider of arbitration services or rules as the Parties may agreeTribunal. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days A signed counterpart of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable transmitted to each party. Any such award rendered in accordance with the provisions of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the parties to the Trust Fund Grant Agreement. Each party shall abide by and comply with any such award rendered by the arbitrator Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The costs of the Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall be in lieu of any other procedure for the settlement of controversies between the parties to the Trust Fund Grant Agreement or of any claims by either party against the other party arising thereunder. (k) The Administrator shall not be entitled to enter judgment against the Recipient upon the award, to enforce the award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the award, except as such procedure may be entered available against the Recipient otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be complied with by the Administrator, the Recipient may take any such action for the enforcement of the award against the Administrator. (l) Service of any notice or process in connection with any court having jurisdictionproceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the manner provided in Section 10.01 of these General Conditions. The parties to the Trust Grant Agreement waive any and all other requirements for the service of any such notice or process.

Arbitration. Disputes subject Any controversy or claim arising out of or relating to mandatory this Agreement or elective any related agreement shall be settled by arbitration under in accordance with the provisions following provisions: 6.7.1 The agreement of the parties to arbitrate covers all disputes of every kind relating to or arising out of this Agreement will or any of the Contemplated Transactions. Disputes include actions for breach of contract with respect to this Agreement, as well as any claim based upon tort or any other causes of action relating to the Contemplated Transactions, such as claims based upon an allegation of fraud or misrepresentation and claims based upon a federal or state statute. In addition, the arbitrators selected according to procedures set forth below shall determine the arbitrability of any matter brought to them, and their decision shall be submitted final and binding on the parties, and judgment upon the award may be entered in any court of competent jurisdiction in the United States. The forum for the arbitration shall be Atlanta, Georgia, and the governing law for the arbitration shall be the law of the State of Georgia, without reference to its conflicts of laws provisions. There shall be three arbitrators, unless the parties are able to agree on a single arbitrator. In the absence of such agreement within 10 days after the initiation of an arbitration proceeding, Seller shall select one arbitrator pursuant and Purchaser shall select one arbitrator, and those two arbitrators shall then select, within 10 days, a third arbitrator. If those two arbitrators are unable to select a third arbitrator within such 10 day period, a third arbitrator shall be appointed by the commercial panel of the American Arbitration Association. The decision in writing of at least two of the three arbitrators shall be final and binding upon the parties. Each party shall bear its own fees and expenses with respect to the arbitration and any proceeding related thereto and the parties shall share equally the fees and expenses of the American Arbitration Association and the arbitrators. 6.7.2 The arbitration shall be administered by the American Arbitration Association. The rules of arbitration shall be the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such Association, as modified by any other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless instructions that the parties may agree otherwiseupon at the time, except that each party shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the federal courts. If there is any conflict between those rules and the provisions of this section, the provisions of this section shall prevail. 6.7.3 The arbitrators shall be bound by and shall strictly enforce the terms of this Agreement and may not limit, expand or otherwise modify its terms. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, arbitrators shall not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority power to award damages in connection with any dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential or punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Arbitration. Disputes subject If the procedures described in Section 11.4 and Section 11.5 do not result in resolution of the dispute within 30 business days following a reference to mandatory or elective mediation, the dispute shall be settled by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider AAA (the “AAA Rules”). Any Party may initiate the arbitration, as provided in the AAA Rules. The place of arbitration services or rules as the Parties may agree. Each arbitration will shall be held in the city identified in Appendix – Arbitration Location (Paging) for the StateSan Xxxx, Puerto Rico, unless the parties Parties agree otherwise, and the language of the arbitration shall be English. The arbitration hearing will be requested to commence within sixty (60) Days arbitral panel shall determine the rights and obligations of the demand for arbitrationParties in accordance with the substantive Laws of the Commonwealth and without regard to conflicts of laws principles thereof. Except as agreed by the Parties, the arbitral panel shall have no power to alter or modify any terms or provisions of this Agreement, or to render any award that, by its terms or effects, would alter or modify any term or provision of this Agreement. The arbitral panel shall be composed of three arbitrators, one to be selected by the Airline(s), one to be selected by the Lessee and the third (who shall act as chairman of the panel) to be selected by the two previously selected arbitrators. If the two previously-selected arbitrators cannot agree on the selection of the third arbitrator, the third arbitrator will control shall be selected in accordance with the scheduling so AAA Rules. Once the arbitral panel has been composed, the arbitrators shall act as to process neutrals and not as Party arbitrators, and no Party shall engage in any ex parte communication with any member of the matter expeditiouslyarbitral panel. Each Party shall bear its own attorney fees, expenses and costs. The Parties may submit written briefs upon a schedule award shall include interest at the Late Payment Interest Rate from the date of any breach or violation of this Agreement or the incurring of any obligation as determined by in the arbitratorarbitral award until paid in full. The Parties will request that award shall be in writing and state the arbitrator rule reasons upon which it is based. The award shall be final and binding on the dispute Parties. Judgment on the award may be entered by issuing a written opinion within thirty (30) Days after the close of hearingsany court with competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law1 et seq., shall govern the arbitrability of all disputes. The arbitrator will have no authority any arbitration conducted pursuant to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction11.6.

Arbitration. Disputes subject (a) Any dispute, controversy or claim arising out of or relating to mandatory the Company's obligations to pay severance benefits under this Agreement, or elective the breach thereof, shall be settled and resolved solely by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or pursuant controversies arising out of or relating to such other provider Xx. Xxxxxxxxx'x employment by the Company or the termination thereof. (b) Arbitration shall be initiated by serving a written notice of demand for arbitration services to Xx. Xxxxxxxxx, in the case of the Company, or rules as to the Parties may agreeSouthern Board, in the case of Xx. Each Xxxxxxxxx. (c) The arbitration will shall be held in the city identified in Appendix – Arbitration Location (Paging) for the StateAtlanta, unless the parties agree otherwiseGeorgia. The arbitration hearing will be requested arbitrators shall apply the law of the State of Georgia, to commence the extent not preempted by federal law, excluding any law which would require the application of the law of another state. (d) The parties shall appoint arbitrators within sixty fifteen (6015) Days business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator will control the scheduling so as to process the matter expeditiouslyshall be appointed by Xx. The Parties may submit written briefs upon a schedule determined Xxxxxxxxx, one arbitrator shall be appointed by the arbitratorCompany, and the two arbitrators shall appoint a third. The Parties will request that If the arbitrators cannot agree on a third arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days business days after the close service of hearings. The Federal Arbitration Actdemand for arbitration, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The third arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or selected by the arbitrator upon a showing of good causeAAA. (e) The arbitration filing fee shall be paid by Xx. Each Party will bear its own Xxxxxxxxx. All other costs of these proceduresarbitration shall be borne equally by Xx. Xxxxxxxxx and the Company, provided, however, that the Company shall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Xx. Xxxxxxxxx'x favor and Xx. Xxxxxxxxx is reimbursed legal fees under Paragraph 2.(g) hereof. (f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including attorneys' fees. The Parties will equally split the fees any award of the arbitration injunctive relief, and the arbitrator. The arbitrator's award shall be final and binding and a judgment of a court having jurisdiction may be entered upon an award. (g) The parties agree that nothing in this Paragraph 5 is intended to preclude upon application of either party any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be entered necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall prevent any court from entering and enforcing in any court having jurisdictionlawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Paragraph 5.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator 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 that the two arbiters the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the Company and the Insured except that "a" shall be made regarding its place of domicile and "h" shall be made regarding the relevant regulator in its place of domicile. E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Contract, the Reinsurer is not relying on any representation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract and the subject matter of this Contract and (2) been given the opportunity to request and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. F. The Reinsurer also represents and warrants to the Company as follows: 1. The Reinsurer has the full corporate power, authority and legal right to enter into this Contract and to consummate the transactions contemplated hereby. This Contract constitutes the legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Contract and the consummation by the Reinsurer of the transactions contemplated hereby shall not contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by which the Reinsurer is bound. 2. The Reinsurer shall maintain at all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Contract that are based on misrepresentation and/or nondisclosure as to the subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract, and agrees not to seek rescission of this Contract because of any actual or alleged misrepresentation and/or non-disclosure as to the subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract. H. In the event of an actual breach of those obligations set forth in the Trust Account Creation and Funding Provisions Article, the Company and/or the Insured may be entered in any court having jurisdiction.elect specific performance. CIRT 2019-03

Arbitration. Disputes subject to mandatory Any dispute or elective arbitration under the provisions controversy arising out of or in connection with this Agreement will as to whether the Executive (or his spouse) is entitled to a retirement (or survivor's) benefit, the amount thereof or other matter shall be submitted to a single arbitrator arbitration pursuant to the Commercial following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Rules Committee of the American Arbitration Association Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (c) The Company shall bear all arbitration costs and expenses, including without limitation any legal fees and expenses incurred by the Executive (or pursuant to his spouse) in connection with such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location procedure. (Pagingd) for the State, unless the parties agree otherwise. The arbitration hearing will shall be requested held at a site in Houston, Texas, to commence within sixty (60) Days be agreed to by a majority of the demand for arbitration. arbitrators on ten days' written notice to the parties. (e) The arbitrator will control arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the scheduling so as to process arbitrators, and the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty (30) Days ten days after the close of hearingsthe submission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, and judgment on such award may be entered by either party in the highest court, state or federal, having jurisdiction. The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court having jurisdiction thereofor before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and which is arbitrable as herein set forth. Judgment upon The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the award rendered by the arbitrator may be entered in any court having jurisdictiontermination of this Agreement.

Arbitration. Disputes subject (a) The terms of this Paragraph 11 contain the sole and exclusive method, means and procedure to mandatory resolve any and all claims, disputes or elective arbitration disagreements arising under this Agreement, except those arising under the provisions of Paragraph 6, above. Nothing in this Agreement will Paragraph 11 shall prohibit a party from seeking and obtaining injunctive relief from a court of competent jurisdiction pending the outcome of arbitration. A party bringing an action for injunctive relief shall not be submitted deemed to a single arbitrator pursuant have waived his or its right to demand arbitration of all disputes. The parties irrevocably waive any and all rights to the Commercial Arbitration contrary and shall at all times conduct themselves in accordance with the terms of this Paragraph 11; any attempt to circumvent the terms of this Paragraph 11 shall be null and void and of force or effect. (b) Either party desiring to arbitrate shall give written notice to the other party within a reasonable period of time after the party becomes aware of the need for arbitration. The arbitration shall be conducted in the County of Santa Clara , California, in accordance with the National Rules of the American Arbitration Association ("AAA"), and shall be conducted by a single arbitrator selected from the approved AAA panel or pursuant by stipulation of the parties. In any arbitration hereunder, the parties shall be entitled to such other provider all rights of arbitration services or rules as the Parties may agree. Each arbitration will be held discovery provided for in the city identified in Appendix – Arbitration Location (Paging) California Code of Civil Procedure for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementjudicial proceedings. The arbitrator shall be knowledgeable give effect to statutes of telecommunications issueslimitation in determining any claim. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement decision of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding binding. Judgment on any award rendered by such arbitrator shall be final and binding. Judgment on any award rendered by such arbitrator may be entered in any court having jurisdiction thereofover the subject matter of the controversy. Judgment upon The prevailing party shall receive an award of costs and expenses related to the award rendered arbitration, including attorneys' fees. The fees and costs of the arbitrator and the cost of any record or transcript of the arbitration shall be borne by the arbitrator may losing party. Should Officer or the Company institute any legal action or administrative proceeding with respect to any claim waived by this agreement or pursue any dispute or matter covered by this paragraph by any method other than said arbitration, the responding party shall be entered in any court having jurisdictionentitled to recover from the other party all damages, costs, expenses and attorneys' fees incurred as a result of such action.

Arbitration. Disputes subject to mandatory Any dispute, controversy or elective arbitration under the provisions claim arising out of this Agreement will be submitted to a single arbitrator pursuant or relating in any way to the Commercial employment of the Executive or this Agreement, or Executive’s service as an officer of Vivakor, including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of Agreement, shall be solely and exclusively resolved by confidential, binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made more than two (2) years from when the aggrieved Party knew or should have known of the controversy, claim, dispute or breach. (a) This agreement to arbitrate shall be specifically enforceable. A Party may apply to any court with jurisdiction for interim or conservatory relief, including without limitation a proceeding to compel arbitration. (b) The arbitration shall be conducted by one (1) arbitrator to be selected by the Executive. Any Party may initiate arbitration by serving notice upon the other Party and filing a demand for arbitration with the American Arbitration Association. (c) Unless waived in writing by all parties to the arbitration, the arbitration shall be conducted in accordance with the then-existing Expedited Labor Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will Association, and shall be held and conducted in Dallas County, Texas. (d) Except as may be required by law, neither Party nor its representatives may disclose the city identified in Appendix – Arbitration Location (Paging) for existence, content, or results of any arbitration hereunder without the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days prior written consent of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within other Party. (e) No later than thirty (30) Days days after the close selection of hearingsan arbitrator, each Party shall prepare and deliver to both the arbitrator and other Party its last, best offer for fully and finally resolving the dispute and a memorandum in support thereof. The Federal Arbitration ActParties shall also provide the arbitrator with a copy of this Agreement. Each Party may submit to the arbitrator (with a copy to the other Party) a rebuttal to the other Party’s support memorandum and will at such time have the opportunity to amend its last such offer based on any new information contained in the other Party’s support memorandum. Within forty-five (45) days after the arbitrator’s appointment, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will select from the two (2) proposals provided by the Parties the proposal such arbitrator believes is most consistent with the intent of the Parties when this Agreement was entered into; provided, however, the arbitrator may not alter the terms of this Agreement nor the proposals of either Party. (f) Notwithstanding the foregoing, the arbitrator shall have no authority to award punitive damagespunitive, exemplary damagesconsequential, consequential damagesspecial, multiple or indirect damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementequitable relief. The arbitrator shall award interest from the time of the breach to the time of payment of the award at the rate equal to the prime rate of interest published in the most recent edition of The Wall Street Journal at the time of any award plus three percent (3%). (g) The cost of the arbitration proceeding, as applicable (including, without limitation, reasonable attorneys’ fees and costs, expert fees, arbitrator fees, and related costs and expenses), shall be knowledgeable of telecommunications issuesborne by the non-prevailing Party. The times specified cost of any proceeding in court to confirm or to vacate any arbitration award shall be borne by the non-prevailing Party thereto. For purposes of this Section 20.6 may be extended or shortened upon mutual agreement of subsection, the Parties or “non-prevailing Party” is the Party whose proposal was not selected by the arbitrator upon a showing of good causefor award. (h) The arbitrator’s award or decision shall be final, binding, and non-appealable. Each It is specifically understood and agreed that any Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of may enforce any award rendered pursuant to the arbitration provisions hereof by bringing suit in a court of competent jurisdiction situated in Dallas County, Texas. IN RESPECT OF ANY ENFORCEMENT ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS AND WAIVES ALL OBJECTION TO THE CONTRARY TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT OF COMPETENT JURISDICTION LOCATED WITHIN DALLAS COUNTY, STATE OF TEXAS, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY FIRST CLASS REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, DIRECTED TO HIM AT THE ADDRESS SPECIFIED IN THIS AGREEMENT. (i) Executive has read and understands this arbitration provision and has had the arbitrator. The arbitrator's award shall be final opportunity to seek independent legal counsel regarding the process and potential impact of binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionarbitration.

Arbitration. Disputes subject to mandatory or elective arbitration under In the provisions of this Agreement will be submitted to a single arbitrator pursuant event that any dispute should arise between the parties as to the Commercial Arbitration Rules meaning, effect, performance, enforcement, or other issue in connection with this Agreement, which dispute cannot be resolved by the parties, the dispute shall be decided by final and binding arbitration of a panel of three arbitrators. Proceedings in arbitration and its conduct shall be governed by the rules of the American Arbitration Association or pursuant (“AAA”) applicable to such other provider of arbitration services or rules commercial arbitrations (the “Rules”) except as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisemodified by this Section 14. The arbitration hearing will Executive shall appoint one arbitrator, the Bank shall appoint one arbitrator, and the third shall be requested to commence within sixty (60) Days appointed by the two arbitrators appointed by the parties. The third arbitrator shall be impartial and shall serve as chairman of the demand for arbitrationpanel. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion parties shall appoint their arbitrators within thirty (30) Days days after the demand for arbitration is served, failing which the AAA promptly shall appoint a defaulting party’s arbitrator, and the two arbitrators shall select the third arbitrator within fifteen (15) days after their appointment, or if they cannot agree or fail to so appoint, then the AAA promptly shall appoint the third arbitrator. The arbitrators shall render their decision in writing within thirty (30) days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern evidence or other termination of the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured proceedings by the prevailing party's actual damagespanel, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions decision of a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbitrators shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered parties, nonappealable, except in accordance with the Rules and enforceable in accordance with the applicable state law. Any hearings in the arbitration shall be held in Parish of Orleans unless the parties shall agree upon a different venue, and shall be private and not open to the public. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall be shared equally by the arbitrator may parties. The other costs of the arbitration, including the fees of AAA, shall be entered borne as directed in any court having jurisdictionthe decision of the panel. If the Executive is successful on the merits of the dispute, as determined in the arbitration, all legal fees and such other expenses as reasonably incurred by the Executive as a result of or in connection with or arising out of the dispute, shall be paid by the Bank, provided that such payment or reimbursement is made by the Bank not later than two and one-half months after the end of the year in which such dispute is resolved in Executive’s favor.

Arbitration. Disputes subject In the event the Parties do not agree to mandatory or elective cannot resolve such dispute through mediation as provided in Section 21.1, such dispute shall be settled by arbitration under in Norwalk, Connecticut, which arbitration, unless the provisions of this Agreement will Parties mutually agree otherwise, shall be submitted to a single arbitrator pursuant to in accordance with the Commercial Construction Industry Arbitration Rules of the American Arbitration Association or currently in effect (including the applicable procedures referenced below). Either Party may serve upon the other Party a written notice demanding that the dispute be resolved pursuant to such other provider this Article XXI. Within ten (10) days after the giving of arbitration services or rules as the above mentioned notice, each of the Parties may agree. Each arbitration will be held hereto shall nominate and appoint an arbitrator and shall notify the other Party in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days writing of the demand for arbitrationname and address of the arbitrator so chosen. The arbitrator will control Upon the scheduling so appointment of the two arbitrators as hereinabove provided, said two arbitrators shall forthwith, and within ten (10) days after the appointment of the second arbitrator, and before exchanging views as to process the matter expeditiouslyquestion at issue appoint in writing a third arbitrator and give written notice of such appointment to each of the Parties hereto. The Parties may submit written briefs upon a schedule determined by In the arbitrator. The Parties will request event that the two arbitrators shall fail to appoint or agree upon such third arbitrator rule on the dispute by issuing within said ten (10) day period, a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The third arbitrator shall be knowledgeable selected by the Parties themselves if they so agree upon a third arbitrator within a further period of telecommunications issuesten (10) days. If any arbitrator shall not be appointed or agreed upon within the time herein provided, then either Party on behalf of both may request such appointment by the American Arbitration Association (or a successor or similar organization if the American Arbitration Association is no longer in existence). Said arbitrators shall be sworn faithfully and fairly to determine the question at issue. The times three arbitrators shall each be duly qualified in the subject matter of the dispute under arbitration and shall afford to the Redeveloper and the Municipal Party the privilege of cross-examination, on the question at issue, and shall, with all possible speed (and, if no time period is specified in this Section 20.6 may be extended or shortened upon mutual agreement the applicable procedures referenced below, within 60 days after appointment of the Parties or third arbitrator unless otherwise agreed to by the Parties), make their determination in writing and shall give notice to the Parties hereto of such determination. The concurring determination of any two of said three arbitrators shall be binding upon the Parties hereto, or, in case no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator appointed shall be binding upon a showing of good causethe Parties hereto. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split shall pay the fees of the arbitration arbitrator appointed by it, and the arbitratorfees of the third arbitrator shall be divided equally between the Parties. In the event that any arbitrator appointed as aforesaid shall thereafter die or become unable or unwilling to act, his or her successor shall be appointed in the same manner provided in this Article XXI for the appointment of the arbitrator so dying or becoming unable or unwilling to act. Any Mortgagee may appear and participate in said arbitration proceedings. The arbitrator's award foregoing agreement to arbitrate shall be final and binding and may be entered specifically enforceable under applicable law in any court having jurisdiction thereofof competent jurisdiction. Judgment upon Each of the award rendered by Redeveloper and the arbitrator may be entered Municipal Party waive all objections to joinder of the Municipal Party or the Redeveloper as a party to any mediation, arbitration or litigation related to this Project in which the other Party is joined or is otherwise positioned as a party and in which its conduct or its performance under this Agreement is in any court having jurisdictionway relevant to the subject of a dispute. Each of the Redeveloper and the Municipal Party shall obtain a similar waiver from all their respective design professionals, contractors, construction managers and subcontractors that work on the Project. Notwithstanding anything to the contrary contained in the Construction Industry Arbitration Rules of the American Arbitration Association, the (a) Fast Track procedures shall apply in any case in which no Party’s total disclosed claim or counterclaim exceeds $250,000, (b) the Regular Track procedures shall apply in any case in which any Party’s total disclosed claim or counterclaim exceeds $250,000, and (c) the Large, Complex Construction Case Track procedures shall apply in any case in which any Party’s total disclosed claim or counterclaim exceeds $1,000,000.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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.

Arbitration. Disputes subject to mandatory Any dispute or elective arbitration under the provisions controversy arising out of or in connection with this Agreement will as to whether the Executive (or his spouse) is entitled to a retirement (or survivor's) benefit, the amount thereof or other matter shall be submitted to a single arbitrator arbitration pursuant to the Commercial following procedure: (a) Either party may demand such arbitration in writing after the controversy arises, which demand shall include the name of the arbitrator appointed by the party demanding arbitration, together with a statement of the matter in controversy. (b) Within 15 days after such demand, the other party shall name an arbitrator, or in default thereof, such arbitrator shall be named by the Arbitration Rules Committee of the American Arbitration Association or pursuant to Association, and the two arbitrators so selected shall name a third arbitrator within 15 days or, in lieu of such other provider agreement on a third arbitrator by the two arbitrators so appointed a third arbitrator shall be appointed by the Arbitration Committee of the American Arbitration Association. (c) The Company shall bear all arbitration services or rules as costs and expenses, including without limitation any legal fees and expenses incurred by the Parties may agree. Each Executive(or his spouse) in connection with such arbitration will be held in the city identified in Appendix – Arbitration Location procedure. (Pagingd) for the State, unless the parties agree otherwise. The arbitration hearing will shall be requested held at a site in Houston, Texas, to commence within sixty (60) Days be agreed to by a majority of the demand for arbitration. arbitrators on ten days' written notice to the parties. (e) The arbitrator will control arbitration hearing shall be concluded within ten days unless otherwise ordered by a majority of the scheduling so as to process arbitrators, and the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty (30) Days ten days after the close of hearingsthe submission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, and judgment on such award may be entered by either party in the highest court, state or federal, having jurisdiction. The parties stipulate that the provisions hereof shall be a complete defense to any suit, action, or proceeding instituted in any federal, state, or local court having jurisdiction thereofor before any administrative tribunal with respect to any controversy or dispute arising under this Agreement, and which is arbitrable as herein set forth. Judgment upon The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the award rendered by the arbitrator may be entered in any court having jurisdictiontermination of this Agreement.

Arbitration. Disputes subject to mandatory or elective arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to If, after such other provider of arbitration services or rules as good faith participation in such mediation process set forth in Section 15.3(b), the Parties may agree. Each cannot resolve such dispute, such dispute shall be finally resolved by binding arbitration will in accordance with the CPR Rules for Administered Arbitration by three arbitrators, of whom each of Licensor and Licensee shall designate one, with the third arbitrator to be held in designated by the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisetwo Party-appointed arbitrators. The arbitration hearing will shall be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined governed by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-161 et seq., not state law, shall govern and judgment upon the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and arbitrators may be entered in by any court having jurisdiction thereof. Judgment upon The place of the award rendered arbitration shall be New York, New York. (i) Unless the arbitrators find good reason to proceed on a different schedule: (A) an initial pre-hearing conference for the planning and scheduling of the proceeding will be held within thirty (30) days from the date that the third arbitrator is appointed, (B) all discovery shall be completed within seven (7) months of such initial pre-hearing conference, and (C) a maximum of two (2) sessions for the presentation of evidence that will total no more than ten (10) hearing days shall be concluded within nine (9) months from the date that the third arbitrator is appointed. (ii) The arbitrators shall require that, unless otherwise agreed to by the arbitrator Parties, a transcript of the hearing shall be maintained and shall be considered Confidential Information. The arbitrators shall conduct the arbitration in accordance with the requirements of the CPR Arbitration Appeal Procedure. (iii) A Party may be entered file an appeal only under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any court having jurisdictionarbitration arising out of or related to this Agreement. Unless otherwise agreed by the Parties and the appeal tribunal, the appeal shall be conducted at the place of the original arbitration. (iv) In the event that a dispute is submitted to arbitration under this Section 15.3 concerning whether a Gevo Biocatalyst, Biobutanol, or other product, process or method (collectively, the “Accused Arbitrable Product”) is covered by one or more claims of a Licensed Patent, or whether a royalty is due for such Accused Arbitrable Product, then Licensee hereby expressly acknowledges and agrees that Licensee’s claiming or contending that (i) such Accused Arbitrable Product is not covered by a Licensed Patent (as applicable), (ii) there is no royalty due for sales of such Accused Arbitrable Product, or (iii) the technology practiced by Licensee is within the scope of the Licensor Separation Technology, shall have the burden to prove its position to the arbitrators by a clear and convincing evidence standard.

Arbitration. Disputes subject to mandatory or elective Final and binding arbitration under the provisions of in accordance with this Agreement will Section 10.7 shall be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes of the American Arbitration Association (“AAA”) by a single arbitrator. Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (other than an Excluded Dispute) to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such notice, the Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be neutral and independent of both Parties and all of their respective Affiliates, shall have significant experience and expertise in licensing and partnering agreements in the pharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or pursuant to such other provider the rules of arbitration services or rules as which are herein adopted, in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the dispute and the values at risk. If the Parties may agreecannot agree on such arbitrator within fifteen (15) days of request by a Party for arbitration, then such arbitrator shall be appointed by AAA, which arbitrator must meet the foregoing criteria. Each The arbitration will shall be held in New York, New York, and the city identified proceedings shall be conducted in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseEnglish language. The arbitration hearing will be requested arbitrators may proceed to commence within sixty (60) Days an award, notwithstanding the failure of either Party to participate in the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementproceedings. The arbitrator shall be knowledgeable instructed that time is of telecommunications issuesthe essence in the arbitration proceeding. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of arbitrator shall, within forty-five (45) calendar days after the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees conclusion of the arbitration hearing, issue a written award and statement of decision describing the arbitratoressential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator's award arbitrator shall be final and binding and may authorized to award compensatory damages, but shall not be entered in authorized to (i) award non-economic or punitive damages to the extent expressly excluded under this Agreement, or (ii) reform, modify or materially change this Agreement or any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.other

Arbitration. Disputes (a) Any controversy between the parties to the Development Grant Agreement and any claim by either such party against the other arising under the Development Grant Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Association and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Association; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to mandatory or elective arbitration under the provisions of this Agreement will Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be submitted to a single arbitrator pursuant by majority vote. (h) The Arbitral Tribunal shall afford to the Commercial Arbitration Rules parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the American Arbitration Association or pursuant to Arbitral Tribunal shall constitute the award of such other provider of arbitration services or rules as the Parties may agreeTribunal. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days A signed counterpart of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable transmitted to each party. Any such award rendered in accordance with the provisions of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the parties to the Development Grant Agreement. Each party shall abide by and comply with any such award rendered by the arbitrator Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The costs of the Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall be in lieu of any other procedure for the settlement of controversies between the parties to the Development Grant Agreement or of any claims by either party against the other party arising thereunder. (k) The Association shall not be entitled to enter judgment against the Recipient upon the award, to enforce the award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the award, except as such procedure may be entered available against the Recipient otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be complied with by the Association, the Recipient may take any such action for the enforcement of the award against the Association. (l) Service of any notice or process in connection with any court having jurisdictionproceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the manner provided in Section 10.01. The parties to the Development Grant Agreement waive any and all other requirements for the service of any such notice or process.

Arbitration. Disputes subject All disputes and controversies of every kind and nature between any parties to mandatory or elective arbitration under the provisions of this Agreement will arising out of or in connection with this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other parties shall, in a written notice delivered to the party making the arbitration demand, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 18 for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (iv) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (v) Except as set forth in Section 18(b) and (c), the award rendered by parties stipulate that the arbitrator may provisions of this Section 18 shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement.

Arbitration. Disputes subject Any dispute, controversy or claim arising out of or relating to mandatory or elective arbitration under the provisions of this Agreement will shall be submitted to a single arbitrator pursuant to finally resolved by arbitration in accordance with the Commercial Arbitration Rules rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as then obtaining. Unless otherwise agreed in writing by the Parties hereto, the arbitral panel shall consist of three (3) arbitrators, one to be appointed by each Party and the third to be appointed by the two arbitrators appointed by the Parties. In the event that a Party fails to appoint an arbitrator within fifteen (15) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, the other Party may agree. Each arbitration will be held in request the city identified in Appendix – American Arbitration Location (Paging) Association to appoint an arbitrator for the State, unless Party failing to make such appointment. In the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request event that the third arbitrator rule on the dispute by issuing a written opinion has not been appointed within thirty (30) Days days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, either Party may request the close of hearingsAmerican Arbitration Association to appoint such third arbitrator. The Federal Arbitration Actarbitration proceedings, 9 U.S.C. §§ 1-16all documents submitted therein and the award of the arbitral panel shall be in the English language, not state law, and all members of the arbitral panel shall govern the arbitrability of all disputesbe fluent in English. The arbitrator will have no authority arbitration proceedings shall be held in New York, New York, the United States of America. The arbitral panel shall apply the rules of procedure applicable to award punitive damagescivil actions in the courts of the state of New York; provided, exemplary damageshowever, consequential damagesthat both Parties shall be entitled to representation by counsel, multiple damages, to appear and present written or any other damages not measured oral evidence and argument and to cross-examine witnesses presented by the prevailing party's actual damages, other Party. The arbitral award shall be in writing and may not, in any event, make any ruling, finding or the arbitral panel shall provide written reason for its award. The award that does not conform to the terms and conditions of the Agreement. The arbitrator arbitral panel shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened final and binding upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' feesParties. The Parties will equally split the fees of the arbitration waive any rights to appeal or to review such award by any court or tribunal, and the arbitrator. The arbitrator's such award shall be final and binding binding. Each Party agrees that any arbitral award or final judgment rendered against it in any action or proceeding relating in any way to this Agreement shall be conclusive and may be entered enforced, to the extent permitted by applicable law, in any court having in the state of New York, by suit on the arbitral award or judgment, a certified copy of which arbitral award or judgment shall be conclusive evidence thereof, or by such other means provided by applicable law. The Parties further agree to undertake to carry out without delay the provisions of any arbitral award or order. A Party may disclose the contents of an award of the arbitral tribunal only to affiliates, Governmental Authorities or other persons as required by applicable law. (a) To the extent any Party has or may acquire any immunity (sovereign or otherwise) from jurisdiction thereofof any arbitral tribunal or court in or in connection with any arbitration under this Agreement or any proceeding, action, lawsuit or process (whether through service or notice, attachment in aid of execution, execution or otherwise) pursuant to, in aid of, arising out of, in confirmation or registration of, or to enforce, an award of an arbitration proceeding under this Agreement, each Party, solely for the purpose of such arbitration proceeding, action, lawsuit or process, hereby irrevocably waives such immunity. Judgment upon The foregoing waiver and consent are intended to be effective to the award fullest extent now or hereafter permitted by the applicable law of any jurisdiction where any suit, action or proceeding with respect to an arbitration under this Agreement may be commenced, including the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable and not subject to withdrawal for purposes of such act. Pending the final decision of the arbitrator of a dispute hereunder, Buyer and Seller shall diligently proceed with the performance of any portion of the Agreement without prejudice to a final adjustment in accordance with the decision rendered by the arbitrator may be entered in any court having jurisdictionarbitral tribunal with respect to such dispute.

Arbitration. Disputes subject Except with regard to mandatory Section 6, all disputes between the parties or elective arbitration under any claims concerning the provisions performance, breach, construction or interpretation of this Agreement will Agreement, or in any manner arising out of this Agreement, shall be submitted to a single arbitrator pursuant to binding arbitration in accordance with the Commercial Arbitration Rules Rules, as amended from time to time, of the American Arbitration Association or pursuant to such other provider of (the “AAA”), which arbitration services or rules as the Parties may agree. Each arbitration will shall be held carried out in the city identified in Appendix – Arbitration Location manner set forth below: a. Within fifteen (Paging15) for days after written notice by one party to the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days other party of the its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. The Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator will control as the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the third arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be heard by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions arbitrators within ninety (90) days after appointment of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the third arbitrator. The arbitrator's award decision of any two (2) or all three (3) of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbitrators shall be final and binding upon the Company, its successors and may assigns, and upon Executive, his heirs, personal representatives, and legal representatives b. The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be entered in any court having jurisdiction thereofbinding on all parties. Judgment upon the any award rendered by the arbitrator arbitrators may be entered in into any court having jurisdictioncompetent jurisdiction without any right of appeal. c. Each party shall pay its or his own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (other than attorneys’ fees, which are addressed in Section 7.5 below) and of the arbitrators and the arbitration proceeding.

Arbitration. Disputes subject Any dispute arising out of or relating to mandatory or elective arbitration under the provisions Article 5 of this Agreement will Lease (with respect to the issues expressly stated therein) shall be submitted to a single arbitrator pursuant to and determined in binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseAssociation. The arbitration hearing will shall be requested to commence within sixty (60) Days of the demand for arbitration. The conducted before and by a single arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined selected by the arbitratorparties who shall have a minimum of ten (10) years of experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant. The Parties will request that If the parties have not selected an arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after days of written demand for arbitration, the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, arbitrator shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be selected by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform American Arbitration Association pursuant to the terms and conditions then current rules of the Agreementthat Association on application by either party. The arbitrator shall have authority to fashion such just, equitable and legal relief as such arbitrator, in such arbitrator’s sole discretion, may determine; provided, however, the arbitrator shall not be knowledgeable of telecommunications issuesauthorized to award consequential, special, indirect or punitive damages. The times specified in this Section 20.6 may parties agree that the arbitration hearing shall be extended or shortened upon mutual agreement held within thirty (30) business days following notification to the parties of the Parties or appointment of such arbitrator, and that the arbitration proceedings shall be concluded within thirty (30) business days following the first scheduled arbitration hearing. At the arbitration hearing each party shall present its position (including the right to present witness testimony) and rebuttal within the time period established by the arbitrator upon a showing of good cause(which shall be the same for both parties). Each Party will party shall bear all its own costs expenses of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and shall bear equally the costs and expenses of the arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. The arbitrator's award ’s decision shall be final and binding on the parties. Landlord and may be entered in Tenant further agree that they will faithfully observe this Lease and rules, and that they will abide by and perform any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator and that a judgment of the court having jurisdiction may be entered in any court having jurisdictionupon the award. The duty to arbitrate shall survive the cancellation or termination of this Lease.

Arbitration. Disputes (a) Any controversy between the parties to the Trust Fund Grant Agreement and any claim by either such party against the other arising under the Trust Fund Grant Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Administrator and the Recipient. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Administrator; a second arbitrator shall be appointed by the Recipient; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to mandatory or elective arbitration under the provisions of this Agreement will Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be submitted to a single arbitrator pursuant by majority vote. (h) The Arbitral Tribunal shall afford to the Commercial Arbitration Rules parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the American Arbitration Association or pursuant to Arbitral Tribunal shall constitute the award of such other provider of arbitration services or rules as the Parties may agreeTribunal. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days A signed counterpart of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable transmitted to each party. Any such award rendered in accordance with the provisions of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the parties to the Trust Fund Grant Agreement. Each party shall abide by and comply with any such award rendered by the arbitrator Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The costs of the Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall be in lieu of any other procedure for the settlement of controversies between the parties to the Trust Fund Grant Agreement or of any claims by either party against the other party arising thereunder. (k) The Administrator shall not be entitled to enter judgment against the Recipient upon the award, to enforce the award against the Recipient by execution or to pursue any other remedy against the Recipient for the enforcement of the award, except as such procedure may be entered available against the Recipient otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be complied with by the Administrator, the Recipient may take any such action for the enforcement of the award against the Administrator. (l) Service of any notice or process in connection with any court having jurisdictionproceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the manner provided in Section 10.01 of these General Conditions. The parties to the Trust Fund Grant Agreement waive any and all other requirements for the service of any such notice or process.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the AAA). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwiseshall apply. iv. The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. v. Except as set forth in Section 16.b., the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator binding arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Cleveland, Ohio at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agreeState of Ohio (excluding conflict of laws provisions) shall apply. Each arbitration will Discovery shall not be held permitted in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisearbitration. iv. The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. v. Except as set forth in Section 17.b., the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject (a) Subject to mandatory Section 11(b), any dispute, controversy or elective arbitration under claim between Employee and the provisions Company arising out of or relating to this Agreement or Employee’s employment with the Company will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of finally settled by arbitration in Houston, Texas before, and in accordance with the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – (“AAA”) Employment Arbitration Location (Paging) for the State, unless the parties agree otherwiseRules. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding on both parties. Any arbitration conducted under this Section 11 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously (and, if possible, within 90 days after the selection of the Arbitrator) hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as he or she deems relevant to the dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be rendered in writing, be final, non-appealable and binding upon the disputing parties and the parties agree that judgment upon the award may be entered in by any court having jurisdiction thereof. Judgment upon of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award rendered of the Arbitrator shall not have the right or authority to award punitive or exemplary damages to any disputing party. The party whom the Arbitrator determines is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees. (b) Notwithstanding Section 11(a), either party may make a timely application for emergency or temporary injunctive relief; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under this Section. (c) By entering into this Agreement and entering into the arbitration provisions of this Section 11, THE PARTIES EXPRESSLY ACKOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Nothing in this Section 11 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award, or (ii) joining another party to this Agreement in a litigation initiated by the arbitrator may be entered in any court having jurisdictiona person or entity which is not a party to this Agreement.

Arbitration. Disputes subject (a) Any action, dispute, claim or controversy (a “Dispute”) arising out of or relating to mandatory or elective arbitration under the provisions of this Agreement will which is not resolved by the Parties shall be submitted to a single arbitrator finally resolved by arbitration pursuant to the procedures of the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as (the Parties may agree. Each arbitration will be held “AAA”) and in the city identified in Appendix – Arbitration Location (Paging) for the Stateaccordance with this Section 17, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule and judgment on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon The seat of the award rendered arbitration shall be Houston, Texas. (b) The Dispute shall be heard and determined by an arbitration panel consisting of three arbitrators (the “Arbitration Panel”), each of whom shall be independent and impartial. Each party to the Dispute shall, within 30 days after commencement of the arbitration, select one person to act as arbitrator. The two arbitrators so selected shall, within 15 days of their appointment, select a third arbitrator who shall serve as the chairperson of the Arbitration Panel. If a party fails to appoint an arbitrator as provided herein, or if the arbitrators selected by the parties are unable or fail to agree upon a third arbitrator within 20 days of their appointment, then that arbitrator shall be selected and appointed in accordance with the AAA Rules. The arbitrators selected shall be qualified by education, training, and experience to hear and determine matters in the nature of the Dispute. Should an arbitrator die, resign, refuse to act, or become incapable of performing his or her functions as an arbitrator, the AAA may declare a vacancy on the Arbitration Panel. The vacancy shall be entered filled by the method by which that arbitrator was originally appointed. The arbitrators shall be bound by and shall follow the then current ABA/AAA Rules of Ethics for Arbitrators. (c) The Arbitration Panel shall determine the matters at issue in any court having jurisdictionthe Dispute in accordance with the substantive laws of the State of Texas. In the event that there shall be more than one dispute to be arbitrated, the Parties agree that all pending disputes shall be consolidated in the same hearing to the extent feasible. (d) The award of the arbitrators shall be in writing, shall state the reasons therefor and shall be deemed final and binding on the parties to the Dispute. In its award, the Arbitration Panel may apportion the costs of arbitration, including fees of the arbitrators, attorneys, and expert witnesses, between or among the parties to the Dispute in such manner as it deems reasonable, taking into account the circumstances of the case, the conduct of the parties during the proceedings, and the result of the arbitration, including requiring one party to the Dispute to bear all or the majority of such costs and fees.

Arbitration. Disputes subject to mandatory or elective arbitration (a) All disputes under the provisions of this Agreement will shall be submitted to settled by arbitration in Boca Raton, Florida, before a single arbitrator pursuant to the Commercial Arbitration Rules rules of the American Arbitration Association or pursuant Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such other provider of dispute has been referred to arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementunder this Section. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual selected by the joint agreement of Bank and Officer, but if they do not so agree within 20 days after the Parties or date of the notice referred to above, the selection shall be made pursuant to the rules from the panels of arbitrators maintained by such Association. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto and not subject to appeal; provided, however, that any such award shall be accompanied by a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees written opinion of the arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and the arbitrator. The arbitrator's award decision of the arbitrator in accordance herewith shall be final and binding and may there shall be entered no right of appeal therefrom. Each party shall pay its own expenses of arbitration and the expenses of the arbitrator shall be equally shared; provided, however, that if in the opinion of the arbitrator any court having jurisdiction thereof. Judgment upon the award rendered by claim for indemnification or any defense or objection thereto was unreasonable, the arbitrator may assess, as part of his award, all or any part of the arbitration expenses of the other party (including reasonable attorneys' fees) and of the arbitrator against the party raising such unreasonable claim, defense or objection. (b) To the extent that arbitration may not be entered legally permitted hereunder and the parties to any dispute hereunder may not at the time of such dispute mutually agree to submit such dispute to arbitration, any party may commence a civil action in a court of appropriate jurisdiction to solve disputes hereunder. Nothing contained in this Section shall prevent the parties from settling any court having jurisdictiondispute by mutual agreement at any time.

Arbitration. Disputes subject (a) If any dispute or controversy arises between the Executive and the Company relating to mandatory (1) this Agreement in any way or elective arising out of the parties’ respective rights or obligations under this Agreement or (2) the employment of the Executive or the termination of such employment, then either party may submit the dispute or controversy to arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the then-current Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association or pursuant to such other provider (the “AAA”). Any arbitration hereunder shall be conducted before a panel of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, three arbitrators unless the parties mutually agree otherwisethat the arbitration shall be conducted before a single arbitrator. The arbitrators shall be selected (from lists provided by the AAA) through mutual agreement of the parties, if possible. If the parties fail to reach agreement upon appointment of arbitrators within twenty (20) days following receipt by one party of the other party’s notice of desire to arbitrate, then within five (5) days following the end of such 20-day period, each party shall select one arbitrator who, in turn, shall within five (5) days jointly select the third arbitrator to comprise the arbitration panel hereunder. The site for any arbitration hereunder shall be in Hxxxxx County, Texas, unless otherwise mutually agreed by the parties, and the parties hereby waive any objection that the forum is inconvenient. (b) The party submitting any matter to arbitration shall do so in accordance with the Rules. Notice to the other party shall state the question or questions to be submitted for decision or award by arbitration. Notwithstanding any provision of this Section 13.13, the Executive shall be entitled to seek specific performance of the Executive’s right to be paid during the pendency of any dispute or controversy arising under this Agreement. In order to prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief for the protection of property rights. (c) The arbitrator shall set the date, time and place for each hearing, and shall give the parties advance written notice in accordance with the Rules. Any party may be represented by counsel or other authorized representative at any hearing. The arbitration hearing will shall be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined governed by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputesSections 1 et. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, seq. (or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreementits successor). The arbitrator shall apply the substantive law and the law of remedies, if applicable) of the State of Texas to the claims asserted to the extent that the arbitrator determines that federal law is not controlling. (1) Any award of an arbitrator shall be knowledgeable of telecommunications issuesfinal and binding upon the parties to such arbitration, and each party shall immediately make such changes in its conduct or provide such monetary payment or other relief as such award requires. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement parties agree that the award of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and shall be subject only to the judicial review permitted by the Federal Arbitration Act. (2) The parties hereto agree that the arbitration award may be he entered in with any court having jurisdiction thereofand the award may then be enforced as between the parties, without further evidentiary proceedings, the same as if entered by the court at the conclusion of a judicial proceeding in which no appeal was taken. Judgment The Company and the Executive hereby agree that a judgment upon the any award rendered by the an arbitrator may be entered enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (e) Each party shall pay any monetary amount required by the arbitrator’s award, and the fees, costs and expenses for its own counsel, witnesses and exhibits, unless otherwise determined by the arbitrator in the award. The compensation and costs and expenses assessed by the arbitrator(s) and the AAA shall be split evenly between the parties unless otherwise determined by the arbitrator in the award. If court having jurisdictionproceedings to stay litigation or compel arbitration are necessary, the party who opposes such proceedings to stay litigation or compel arbitration, if such party is unsuccessful, shall pay all associated costs, expenses, and attorney’s fees which are reasonably incurred by the other party as determined by the arbitrator.

Arbitration. Disputes subject Any controversy or claim arising out of or relating to mandatory this Guaranty Agreement, or elective any alleged breach thereof, shall be determined by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of administered by the American Arbitration Association or pursuant in accordance with its International Arbitration Rules. The number of arbitrators shall be three, one appointed by PG&E; one appointed by Guarantor; and the third to such other provider be appointed by the first two. The party demanding arbitration shall appoint its arbitrator in its notice of arbitration services or rules as (“Notice of Arbitration”). The responding party (the Parties may agree“Respondent”) shall appoint its arbitrator within 30 days of its receipt of the Notice of Arbitration. Each arbitration will In the event of the Respondent’s failure to appoint its arbitrator within that 30-day period, the Respondent’s arbitrator shall be held in appointed by the city identified in Appendix – American Arbitration Location (Paging) for Association. The third arbitrator shall be appointed by the State, unless two arbitrators of the parties agree otherwisewithin 30 days of the appointment of the latter of the two. If the two arbitrators fail to appoint the third arbitrator within that 30-day period, then the American Arbitration Association shall appoint the third arbitrator. The place of arbitration shall be New York, New York. The arbitration hearing will shall be requested final, binding on the parties, not subject to commence within sixty (60) Days any appeal, shall deal with the question of the demand for arbitrationcosts 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 enforcing this Guaranty. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees language of the arbitration shall be English, and the arbitrator. The arbitrator's arbitration award shall be final written in English. The arbitration panel shall decide in law and binding and not as "amiables compositeurs" or ex aequo et xxxx. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Judgment upon or application may be made to such court for a judicial recognition of the award rendered or an order of enforcement thereof, as the case may be. Each of the parties hereto agrees that any legal suit, action or proceeding brought by the arbitrator any party to this Guaranty Agreement to enforce an award or an order of enforcement, or otherwise relating to any arbitration hereunder, may be entered instituted in any U.S. federal or state court having in New York, New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceedings, and irrevocably 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. Disputes (a) Except for matters that are subject to mandatory or elective the dispute resolution procedures set forth in Sections 3.7, 11.2(j) and 12.1(e) and for the matters set forth in Sections 6.6 and 10.2, any Dispute among the Parties shall be resolved through final and binding arbitration. (b) The arbitration under the provisions of this Agreement will shall be submitted to a single arbitrator pursuant to conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider (the “AAA”) in effect at the time the arbitration of arbitration services or rules as the Parties may agree. Each arbitration will be held in Dispute is initiated (the city identified in Appendix – Arbitration Location “AAA Rules”). (Pagingc) for the State, unless the parties agree otherwise. The arbitration hearing will shall be requested conducted by 3 arbitrators and conducted in Dallas, Texas. Within 30 days of either Party providing notice to commence the other Party of a Dispute, each of Buyer and Seller shall appoint one arbitrator, and the 2 arbitrators so appointed shall select the third and presiding arbitrator within sixty (60) Days 30 days following appointment of the demand for arbitrationsecond party-appointed arbitrator. The If either Party fails to appoint an arbitrator will control within the scheduling so as permitted time period or if the Party-appointed arbitrators fail to process appoint the matter expeditiously. The Parties may submit written briefs upon a schedule determined presiding arbitrator within the permitted time period, then the missing arbitrator(s) shall be selected by the arbitratorAAA as appointing authority in accordance with the AAA Rules. The Parties will request that the Any arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured appointed by the prevailing party's actual damages, and may not, in any event, make any ruling, finding Party-appointed arbitrators or award that does not conform to the terms and conditions AAA shall be a member of the AgreementLarge, Complex Commercial Case Panel of the AAA or a member of the Center of Public Resources Panel of Distinguished Neutrals. The All arbitrators shall be and remain at all times independent and impartial, and, once appointed, no arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement have any ex parte communications with any of the Parties concerning the arbitration or the underlying Dispute other than communications directly concerning the selection of the presiding arbitrator, when applicable. All arbitrators shall be qualified by education, training, or experience to resolve the Dispute. No arbitrator upon a showing shall have been an employee or consultant to any Party or any of good cause. Each Party will bear its own costs Affiliates within the 5 year period preceding the arbitration, or have any financial interest in the Dispute. (d) All decisions of these procedures, including attorneys' feesthe arbitral tribunal shall be made by majority vote. The Parties will equally split the fees award of the arbitration and the arbitrator. The arbitrator's award arbitral tribunal shall be final and binding binding, subject only to grounds and procedures for vacating or modifying the award under the Federal Arbitration Act. Judgment on the award may be entered in and enforced by any court having of competent jurisdiction thereofhereunder. (e) Notwithstanding the agreement to arbitrate Disputes in this Section 15.16, any Party may apply to a court for interim measures pending appointment of the arbitration tribunal, including injunction, attachment, and conservation orders. Judgment upon The Parties agree that seeking and obtaining such court-ordered interim measures shall not waive the right to arbitration. Additionally, the arbitrators (or in an emergency the presiding arbitrator acting alone in the event one or more of the other arbitrators is unable to be involved in a timely fashion) may grant interim measures including injunctions, attachments, and conservation orders in appropriate circumstances, which measures may be immediately enforced by court order. Hearings on requests for interim measures may be held in person, by telephone or video conference, or by other means that permit the Parties to present evidence and arguments. The arbitrators may require any Party to provide appropriate security in connection with such measures. (f) The arbitral tribunal is authorized to award rendered costs, attorneys’ fees, and expert witness fees and to allocate them among the Parties. The award may include interest, at a rate equal to the one month London Inter-Bank Offer Rate (as published in the Wall Street Journal) plus an additional 2.5 percentage points (or, if such rate is contrary to any applicable usury Law, the maximum rate permitted by such applicable Law), from the date of any default, breach, or other accrual of a claim until the arbitral award is paid in full. The arbitrators may not award indirect, consequential, special or punitive damages. Unless otherwise directed by the arbitrator arbitral tribunal, each Party shall pay its own expenses in connection with the arbitration. (g) All negotiations, mediation, arbitration, and expert determinations relating to a Dispute (including a settlement resulting from negotiation or mediation, an arbitral award, documents exchanged or produced during a mediation or arbitration proceeding, and memorials, briefs or other documents prepared for the arbitration) are confidential and may not be disclosed by the Parties, their respective Affiliates and each of their respective employees, officers, directors, counsel, consultants, and expert witnesses, except to the extent necessary to enforce any settlement agreement, arbitration award, or expert determination, to enforce other rights of a Party, as required by law or regulation, or for a bona fide business purpose, such as disclosure to accountants, shareholders, or third-party purchasers; provided, however, that breach of this confidentiality provision shall not void any settlement, expert determination, or award. (h) Any papers, notices, or process necessary or proper for an arbitration hereunder, or any court action in connection with an arbitration or an award, may be entered served on a Party in any court having jurisdictionthe manner set forth in Section 15.8.

Arbitration. Disputes subject A. Prior to mandatory initiation of arbitration, the Reinsurer and Ceding Company agree that they will first negotiate diligently and in good faith to agree on a mutually satisfactory resolution of any dispute. Provided, however that if any such dispute cannot be resolved within sixty (60) days (or elective arbitration under such longer period as the provisions parties may agree) after written notice invoking the negotiation period of this Article is delivered by either party, the Reinsurer and the Ceding Company agree that they will submit this dispute to arbitration as described below. B. The Reinsurer and the Ceding Company intend that any and all disputes between them under or with respect to this Agreement will be resolved without resort to any litigation. Any and all disputes or differences between the Ceding Company and the Reinsurer arising out of this Agreement, including, but not limited to, disputes or differences relating to the interpretation or performance of this Agreement, its formation or validity, or any transaction under this Agreement, whether arising before or after termination, shall be submitted to a single arbitrator pursuant to arbitration. Arbitration shall be the Commercial Arbitration Rules sole method of dispute resolution, regardless of the American insolvency of either party, unless the conservator, receiver, liquidator or statutory successor is specifically exempted from arbitration proceeding by applicable state law of the insolvency. C. Arbitration Association shall be initiated by the delivery of written notice of demand for arbitration (“Arbitration Notice”) by one party to another. Such written notice shall contain a brief statement of the issue(s), remedies sought, and the failure of the parties to reach amicable agreement as provided in Paragraph A above. D. The arbitrators and umpire shall be present or pursuant former disinterested officers of life reinsurance or insurance companies other than the two parties to such other provider of arbitration services this Agreement or rules as the Parties may agreeany company owned by, or affiliated with, either party. Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint the umpire. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after delivery of the Arbitration Notice, the other party may appoint the second arbitrator. If the two arbitrators do not agree on an umpire within thirty (30) days of the appointment of the second appointed arbitrator, each of the two arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the other arbitrator. The umpire shall be chosen from the remaining two nominations by drawing lots. E. The arbitration will hearings shall be held in the city identified in Appendix – Arbitration Location which the Reinsurer’s head office is located or any such other place as may be mutually agreed. Each party shall submit its case to the arbitrators and umpire within one hundred and eighty (Paging180) for days of the State, unless selection of the parties agree otherwiseumpire or within such longer period as may be agreed. F. The arbitration panel shall make its decision with regard to the custom and usage of the insurance and reinsurance business. The arbitration hearing will panel shall interpret this Agreement as an honorable engagement; they are relieved of all judicial formalities and may abstain from following strict rules of law. The arbitration panel shall be requested solely responsible for determining what evidence shall be considered and what procedure they deem appropriate and necessary in the gathering of such facts or data to commence within sixty (60) Days decide the dispute. G. The decision in writing of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees majority of the arbitration and the arbitrator. The arbitrator's award panel shall be final and binding and upon the parties. Judgment may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by final decision of the arbitrator may be entered arbitration panel in any court having jurisdiction. H. The jointly incurred costs of the arbitration are to be borne equally by both parties. Jointly incurred costs are specifically defined as any costs that are not solely incurred by one of the parties (e.g., attorneys’ fees, expert witness fees, travel to the hearing site, etc.). Costs incurred solely by one of the parties shall be borne by that party. Once the panel has been selected, the panel shall agree on one billable rate for each of the arbitrators and umpire and that sole cost shall be disclosed to the parties and become payable as a jointly incurred cost as described above.

Arbitration. Disputes subject to mandatory Any controversy, claim or elective arbitration under the provisions dispute arising out of or in connection with this Agreement will or the Registration Rights Agreement, including any question regarding its existence, validity, interpretation, breach, or termination, shall be submitted referred to a single arbitrator pursuant to and finally resolved in accordance with the Commercial International Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damagesAssociation, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment judgment upon the award rendered by the arbitrator arbitral tribunal may be entered by any court having jurisdiction thereof or having jurisdiction over any party or any party's assets. (a) The tribunal shall consist of three arbitrators, two of whom shall be appointed by the respective parties and the third, who shall be the chairperson of the tribunal, by the two party-appointed arbitrators within 30 days of the last of their appointments. Save that, if either party should fail to appoint an arbitrator within 30 days of receiving written notice of the appointment of an arbitrator by the other party, the second arbitrator shall, at the written request of the party which has already made an appointment, be appointed forthwith by the American Arbitration Association. Likewise, if the party-appointed arbitrators fail to make an agreed appointment for the chairperson within 30 days of the last of their appointments, the chairperson shall, at the written request of either party, be appointed forthwith by the American Arbitration Association. (b) The place of arbitration shall be New York, New York. (c) This arbitration clause and the conduct of the arbitral proceedings shall be governed by the Federal Arbitration Act, 9 U.S.C.A. sec. 1 et seq. (d) The language of the arbitration shall be English. (e) Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court having of competent jurisdiction. (f) To the extent practicable, the arbitral tribunal shall render its award no more than 60 calendar days from the date that the three member tribunal is constituted. The arbitral tribunal shall not lose jurisdiction over the matter based on a failure to render an award within this time period.

Arbitration. Disputes subject (a) Any dispute, controversy, or claim arising out of or relating to mandatory this Guaranty, or elective the breach, termination or invalidity thereof, shall be settled by arbitration under in accordance with the American Arbitration Associations Commercial Arbitration Rules then in effect (the “AAA Rules”), only to the extent not inconsistent with the other provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseSection . The arbitration hearing will shall be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined governed by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal United States Arbitration Act, 9 U.S.C. §§ 1-161 et seq. (the “Act”), not state law, and the laws of the State of Alaska shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be applied by the prevailing party's actual damagesarbitrators in resolving the substantive issues raised by such dispute, and may not, controversy or claim. All proceedings in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator such arbitration shall be knowledgeable of telecommunications issues. The times specified held in this Section 20.6 may be extended Fairbanks or shortened upon mutual agreement of Anchorage, Alaska, as mutually agreed between the Parties or parties or, failing such agreement, by the arbitrator upon a showing or panel of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereofarbitrators appointed as described below. Judgment upon the award rendered by the arbitrator arbitrators may be entered entered, and such judgment enforced, in any court having jurisdictionjurisdiction thereof. Any dispute regarding whether any issue arising under this Guaranty or in connection with the transactions contemplated herein is subject to arbitration under this Section shall be resolved by arbitration in the manner described in this Section. (b) The party desiring arbitration shall give written notice to that effect to the other party and the parties shall attempt to agree on the appointment of a single arbitrator. If the parties have not so agreed within seven (7) days after service of such notice, each party shall notify, the other party in writing of the name and address of the person designated to act as arbitrator on its behalf within seven days of such failure to agree. If either party fails to notify the other party of the appointment of its arbitrator within the time specified above, then the appointment of such party’s arbitrator shall be made by the American Arbitration Association. If two arbitrators are designated or appointed, the two arbitrators shall together appoint a third arbitrator. If the two arbitrators are unable to agree upon the appointment of a third arbitrator within five days after both have been designated as appointed, the third arbitrator shall be selected by the American Arbitration Association. If an arbitrator fails, refuses or is unable to act, a new arbitrator shall be appointed as provided in the AAA Rules. Each arbitrator designated or appointed hereunder shall be impartial and competent and shall have recognized expertise in the subject matter of the arbitration such expertise to be with respect to such matters arising in Alaska where relevant. (c) The parties shall utilize the discovery provisions of the Federal Rules of Civil Procedure for the Federal District of Alaska then in effect in all arbitrations hereunder; provided, however, that the time periods provided in such rules may be shortened in the discretion of the arbitrator or arbitrators so that all discovery is completed not later than one (1) week prior to the hearing. The arbitrator or arbitrators shall commence their hearing within three months after the appointment of the last arbitrator. Not later than one week prior to the hearing date, each party shall serve on each arbitrator and on the opposing party such party’s statement of facts, issues and list of witnesses and exhibits, which exhibits shall be made available for inspection and copying at the location of the arbitration proceedings by the opposing party at all reasonable hours after 9 a.m., local time on the day following the date of the service of such list. The arbitrator or arbitrators shall deliver their decision and award within one month after completion of the hearing and shall give prompt notice of their decision to each party accompanied by findings of fact and conclusions of law. Except as otherwise provided in the Act, any decision and award of a sole arbitrator or in which two arbitrators concur shall in all cases be final, binding and conclusive upon the parties and the parties agree to abide by the award. The time periods provided in this paragraph (c) may be shortened if, in the discretion of the arbitrator or arbitrators, the subject matter of the dispute, controversy or claim so justifies. (d) The fees and expenses of the arbitrator appointed by or on behalf of one party shall be borne by such party. The fees and expenses of any sole arbitrator or of any third arbitrator and all other costs of the arbitration proceedings, including but not limited to costs of a transcript of all or any portion of such proceedings, shall be borne by both parties equally, unless the arbitrator or arbitrators otherwise decide.

Arbitration. Disputes subject Any controversy, claim or dispute arising out of or in connection with this Agreement, the Registration Rights Agreement or the Warrants, including any question regarding its existence, validity, interpretation, breach, or termination, shall be referred to mandatory or elective arbitration under and finally resolved in accordance with the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial International Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damagesAssociation, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment judgment upon the award rendered by the arbitrator arbitral tribunal may be entered by any court having jurisdiction thereof or having jurisdiction over any party or any party's assets. (a) The tribunal shall consist of three arbitrators, two of whom shall be appointed by the respective parties and the third, who shall be the chairperson of the tribunal, by the two party-appointed arbitrators within 30 days of the last of their appointments. Save that, if either party should fail to appoint an arbitrator within 30 days of receiving written notice of the appointment of an arbitrator by the other party, the second arbitrator shall, at the written request of the party which has already made an appointment, be appointed forthwith by the American Arbitration Association. Likewise, if the party-appointed arbitrators fail to make an agreed appointment for the chairperson within 30 days of the last of their appointments, the chairperson shall, at the written request of either party, be appointed forthwith by the American Arbitration Association. (b) The place of arbitration shall be New York, New York. (c) This arbitration clause and the conduct of the arbitral proceedings shall be governed by the Federal Arbitration Act, 9 U.S.C.A. sec. 1 et seq. (d) The language of the arbitration shall be English. (e) Nothing in these dispute resolution provisions shall be construed as preventing either party from seeking conservatory or similar interim relief in any court having of competent jurisdiction. (f) To the extent practicable, the arbitral tribunal shall render its award no more than 60 calendar days from the date that the three member tribunal is constituted. The arbitral tribunal shall not lose jurisdiction over the matter based on a failure to render an award within this time period.

Arbitration. Disputes subject If the Parties are unable to mandatory or elective resolve the Dispute within ninety (90) days following the receipt of the Notice of Dispute, either Party may submit the matter to be resolved by binding arbitration under conducted by the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules office of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location Houston, Texas (Paging) for the State, unless the parties agree otherwise“AAA”). The arbitration hearing will shall be requested to commence within sixty conducted in accordance with the AAA’s Commercial Arbitration Rules (60the “Rules”) Days effective at the time of the demand for arbitrationDispute. The Expedited Procedures of the Rules shall apply to any Dispute in which no disclosed claim or counterclaim exceeds $5,000,000.00, exclusive of interest and arbitration fees and costs. If the Expedited Procedures should apply, the arbitration shall be heard and decided by a single arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined be appointed by the arbitratorAAA. The Parties will request that For all other Disputes, the arbitration shall be heard and decided by three arbitrators, one to be designated by each Party and the third arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be selected by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good causetwo arbitrators. Each Party will bear shall designate its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees arbitrator within twenty (20) days of the arbitration and respondent receiving notice of the arbitration. If either Party fails to select an arbitrator within such twenty-day period, the AAA shall designate such arbitrator. The arbitrators selected by the Parties shall select the third arbitrator within fifteen (15) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within such fifteen-day period, the AAA shall select the third arbitrator's . Each arbitrator selected hereunder shall be knowledgeable in the oil and gas industry. The arbitrators shall make a reasoned award in writing and may allocate costs and fees among the Parties in connection with such award. The award shall be final and binding on each Party and may be entered in any court having jurisdiction thereoffor all purposes. Judgment upon the a final award rendered by the arbitrator may be entered in any court having jurisdiction. This Section 14 shall survive any termination of this Agreement. For the avoidance of doubt, for the purpose of designating arbitrators in an arbitration tribunal consisting of three arbitrators, the Xxxxxxx Parties shall be treated as a single Party.

Arbitration. Disputes subject to mandatory All disputes and controversies of every kind and nature between any parties hereto arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties' arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the "AAA"). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwiseshall apply. iv. The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. v. Except as set forth in Section 13.b., the award rendered by parties stipulate that the arbitrator may provisions of this Section shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject to mandatory or elective arbitration under A. Within ten (10) working days of the provisions of this Agreement will be submitted to a single arbitrator pursuant Union’s notice to the Commercial UA Director of Labor and Employee Relations of its intent to arbitrate, the parties shall jointly contact the Federal Mediation and Conciliation Service (FMCS) to request a panel of arbitrators from which the parties shall select an arbitrator or the parties may mutually agree on an arbitrator. B. Within ten (10) working days after receipt of the panel of arbitrators, representatives of the University and the Union shall meet and select an arbitrator by alternately striking names from the panel of arbitrators until one name remains. The first name strike shall be decided by a flip of a coin. The arbitrator remaining on the list shall be accepted as the arbitrator of the grievance. C. Arbitration Rules shall be conducted in accordance with the rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the StateAssociation, unless the parties mutually agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days powers of the demand for arbitration. The arbitrator will control shall be limited to interpretation and application of the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the expressed terms and conditions of the Agreement. The arbitrator shall be knowledgeable have no power to alter, add to, subtract from, or otherwise modify the terms of telecommunications issuesthis Agreement. The times specified in arbitrator shall be empowered to rule only on a grievance which alleges a violation of a specific article or section of this Section 20.6 may be extended or shortened upon mutual agreement Agreement. The cost of the Parties or by requesting the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally list shall be split evenly between the fees of the arbitration University and the arbitrator. Union. D. The arbitrator's award decision shall be final and binding on the Local 6070 bargaining unit member(s), the Union, and the University. The decision of the arbitrator shall be enforceable and appealable as provided by law. Unless otherwise provided for in this Agreement, it shall not be within the jurisdiction of the arbitrator to change an existing wage rate, or to establish a new wage rate, nor to limit the University's rights to manage and direct its workforce. E. The arbitrator shall have the power to return a grievant to work status, with or without restoration of back pay, or mitigate the damage. However, the mitigated damages may not exceed the amount the individual would have earned had the grievant remained in a paid status. F. Each party shall furnish the arbitrator and the other party whatever facts or material the arbitrator may require to properly weigh the merits of the grievance. Neither party, however, may present material, facts, or issues at arbitration which have not been presented in writing during Steps One, Two or Three of the grievance procedure. G. Each party shall bear the cost of preparing and presenting its own case. 1. The fees and expenses of the arbitrator shall be entered in any court having jurisdiction thereof. Judgment upon the award rendered allocated by the arbitrator may as follows: a. Assign arbitrator's fees and expenses to the losing party. b. If the arbitrator determines that neither party is the losing party, then the arbitrator shall assign arbitrator’s fees and expenses proportionally to the parties as judged equitable. 2. Local 6070 bargaining unit members who are required to appear as witnesses for an arbitration proceeding shall be entered in any court having jurisdictiongranted administrative leave for the period of their testimony only.

Arbitration. Disputes subject Any disputes, controversy or claim arising out of, or in connection with this Agreement or the breach, termination or validity thereof, which cannot be amicably resolved by the parties within 60 calendar days after receipt by one party of written notice from the other party, such a controversy or claim shall be settled by final and binding arbitration conducted in the English language in New York in accordance with the Rules of Concentration and Arbitration of the International Chamber of Commerce by three arbitrators appointed one by Seller, one by Buyer and the third by the first two arbitrators. If either or both Seller or Buyer fails to mandatory appoint an arbitrator within 60 calendar days after receiving notice of the commencement or elective arbitration under proceedings, or if the provisions two arbitrators within 14 calendar days after they have been chosen failed to appoint the third arbitrator, the International Court of Arbitration of the International Chamber of Commerce shall, upon request of either or both of Buyer and Seller, appoint the arbitrator or arbitrators required to complete the arbitral tribunal. The parties agree that the Arbitration Award of the arbitral tribunal shall be: (i) conclusive, final and binding upon the parties; and (ii) the sole and exclusive remedy between the parties regarding any and all claims and counterclaims presented to the arbitral tribunal. All notices to be given in connection with the arbitration shall be as provided in Clause 23 of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator Arbitration Award shall be knowledgeable of telecommunications issuesmade and shall be payable in US$ only. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement Arbitration Award shall also include the fixing of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees expense of the arbitration and the arbitratorassessment of the same, as is appropriate in the parties hereto. The arbitrator's award Each party shall otherwise bear its cost of its respective legal fees, witnesses, depositions and other out-of—pocket expenses incurred in the course of arbitration. In the event either party to this Agreement commences legal proceedings to enforce the Arbitration Award, the expense of such litigation (including reasonable attorney’s fees and costs of court) shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered borne by the arbitrator may be entered in any court having jurisdictionparty not prevailing therein.

Arbitration. Disputes subject Any dispute between the parties under this Agreement shall be resolved (except as provided below) through informal arbitration by an arbitrator (who is selected as provided below) and under the rules of the American Arbitration Association. The Arbitration shall be conducted under the rules of said Association at the location where the Executive is then employed by the Corporation, provided, however, that the arbitration shall be conducted at the location specified by the Corporation if the Executive's out-of-pocket expenses of travel and lodging are borne by the Corporation. Each party shall be entitled to mandatory or elective arbitration under present evidence and argument to the arbitrator. The arbitrator shall have the right only to interpret and apply the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules and may not change any of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitrationits provisions. The arbitrator will control shall permit reasonable pre-hearing discovery of facts, to the scheduling so as extent necessary to process the matter expeditiously. The Parties may submit written briefs upon establish a schedule determined claim or defense to a claim, subject to supervision by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions determination of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. Judgment The arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Executive and the Corporation or as the arbitrator shall otherwise equitably determine. In the event the services of an arbitrator are required and if the Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the award rendered identity of an arbitrator, within ten (10) days thereafter the Executive and Corporation shall each select an arbitrator and the two arbitrators shall select by mutual agreement an arbitrator. If either party fails to select an arbitrator, then the other party shall select the second arbitrator, and an arbitrator shall be selected by mutual agreement of the two arbitrators. In the event the selected arbitrators are unable to agree on an arbitrator, the two arbitrators shall each select an arbitrator from a list of arbitrator provided by the American Arbitration Association and those arbitrators shall mutually agree upon the selection of an arbitrator may who will be entered in any court having jurisdictionthe arbitrator.

Arbitration. Disputes subject All disputes and controversies of every kind and nature between any parties to mandatory or elective arbitration under the provisions of this Agreement will arising out of or in connection with this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to a single arbitrator arbitration pursuant to the following procedures: (i) After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. (ii) Within thirty (30) days after receipt of such demand, the other parties shall, in a written notice delivered to the party making the arbitration demand, name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within thirty (30) days, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy shall be filled by the method set forth in this Section 19 for the original appointment of such arbitrator. (iii) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in Houston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association or pursuant to shall be incorporated by reference at such other provider hearing and the substantive laws of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location State of Texas (Pagingexcluding conflict of laws provisions) for the State, unless the parties agree otherwise. shall apply. (iv) The arbitration hearing will shall be requested to commence concluded within sixty ten (6010) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined days unless otherwise ordered by the arbitrator. The Parties will request that arbitrators and the arbitrator rule on the dispute by issuing a written opinion award thereon shall be made within thirty fifteen (3015) Days days after the close of hearingssubmission of evidence. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to An award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions a majority of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in arbitrators appointed pursuant to this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court having jurisdiction thereof. Judgment upon of competent jurisdiction. (v) Except as set forth in Section 19(b) and (c), the award rendered by parties stipulate that the arbitrator may provisions of this Section 19 shall be entered a complete defense to any suit, action or proceeding instituted in any federal, state or local court having jurisdictionor before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose the existence or results of any arbitration hereunder without the prior written consent of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other party.

Arbitration. Disputes subject to mandatory The Shareholders agree that any dispute arising out of or elective arbitration under the provisions of in connection with this Agreement will or the transactions contemplated hereby shall be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwisefinally settled by arbitration. The arbitration hearing will be requested Shareholders shall negotiate in good faith and use all reasonable efforts to commence agree upon a resolution of any dispute after receipt of written notice of such dispute from a Shareholder. If the Shareholders cannot agree on an amicable settlement within sixty (60) Days days from written submission of the demand for matter by one Shareholder to another, the matter shall be submitted to arbitration. The Shareholder invoking arbitration shall appoint one arbitrator, the other Shareholder shall appoint one arbitrator, and the two arbitrators so appointed shall select a third arbitrator. In the event such arbitrators cannot agree upon a third arbitrator, a third arbitrator will control shall be selected in accordance with the scheduling international rules as then in effect of the American Arbitration Association. The decision of two of the three arbitrators so appointed as to process the matter expeditiouslyvalidity of any claim shall be conclusive and binding upon the parties to this Agreement. Any such arbitration shall be held in New York, New York under the international rules as then in effect of the American Arbitration Association; provided that the arbitrators shall not have the powers of AMIABLE COMPOSITEURS or EX AEQUO ET XXXX. Notwithstanding Section 10.9, any arbitration and this Section 10.10 shall be governed by Title 9 (Arbitration) of the United States Code. The Parties may submit written briefs upon a schedule determined parties hereto intend that this Agreement and any interpretation, construction or enforcement hereof by the arbitrator. The Parties arbitrators will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be governed by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the specific terms and conditions of the this Agreement. The official language of any such arbitration will be English. Each party to any such arbitration shall pay its own expenses; provided that the fees, costs and expenses of the third arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or borne equally by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these proceduresShareholder invoking arbitration, including attorneys' fees. The Parties will equally split on the fees of the arbitration one hand, and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon other Shareholders, on the award rendered by the arbitrator may be entered in any court having jurisdictionother hand.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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. t 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 be governed by the law of , not including its choice of law provisos, except that the internal laws of the regulation of the Company.

Arbitration. Disputes subject 15.1 Except as provided in Articles 6.5 and 7.1, any dispute, controversy or claim arising out of or in relation to mandatory or elective arbitration in connection with this Agreement, the operations carried out under the provisions of this Agreement will or the relationship of the parties created under this Agreement, shall be submitted exclusively and finally settled by confidential arbitration, and any party may submit such a dispute, controversy or claim to a single arbitrator pursuant arbitration. After the failure to settle disputes by friendly negotiation, the Commercial Arbitration Rules arbitration proceeding shall be held at the location of the non-instituting party in the English language and shall be governed by the rules of the American Arbitration Association or pursuant (the "AAA") as amended from time to such other provider of arbitration services or time. Any procedural rule not determined under the rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule AAA shall be determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions laws of the AgreementState of Texas, other than those laws that would refer the matter to another jurisdiction. The A single arbitrator shall be knowledgeable appointed by unanimous consent of telecommunications issuesthe parties. If the parties cannot reach agreement on an arbitrator within 45 days of the submission of a notice of arbitration, the appointing authority for the implementation of such procedure shall be the AAA, who shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim. If the AAA is unable to appoint, or fails to appoint, an arbitrator within 90 days of being requested to do so, then the arbitration shall be heard by three arbitrators, one selected by each party within the 30 days of being required to do so, and the third promptly selected by the two arbitrators selected by the parties. The times specified arbitrators shall announce the award and the reasons therefor in this Section 20.6 may be extended or shortened upon mutual agreement writing within six months after the conclusion of the Parties presentation of evidence and oral or by written argument, or within such longer period as the arbitrator parties may agree upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' feesin writing. The Parties will equally split the fees decision of the arbitration and the arbitrator. The arbitrator's award arbitrators shall be final and binding and upon the parties. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. Judgment upon over the person or the assets of the party owing the judgment or application may be made to such court for a judicial acceptance of the award rendered and an order of enforcement, as the case may be. Unless otherwise determined by the arbitrator, each party involved in the arbitration shall bear the expense of its own counsel, experts and presentation of proof, and the expense of the arbitrator may and the AAA (if any) shall be entered in any court having jurisdictiondivided equally among the parties to the arbitration.

Arbitration. Disputes (a) Any controversy between the parties to the Trust Fund Credit Agreement and any claim by either such party against the other arising under the Trust Fund Credit Agreement which has not been settled by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided. (b) The parties to such arbitration shall be the Trustee and the Borrower. (c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Trustee; a second arbitrator shall be appointed by the Borrower; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or, failing appointment by said President, by the Secretary General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. (d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within thirty days after such notice, the other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other party. (e) If within sixty days after the notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section. (f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit. (g) The Arbitral Tribunal shall decide all questions relating to its competence and shall, subject to mandatory or elective arbitration under the provisions of this Agreement will Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be submitted to a single arbitrator pursuant by majority vote. (h) The Arbitral Tribunal shall afford to the Commercial Arbitration Rules parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the American Arbitration Association or pursuant to Arbitral Tribunal shall constitute the award of such other provider of arbitration services or rules as the Parties may agreeTribunal. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days A signed counterpart of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable transmitted to each party. Any such award rendered in accordance with the provisions of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the parties to the Trust Fund Credit Agreement. Each party shall abide by and comply with any such award rendered by the arbitrator Arbitral Tribunal in accordance with the provisions of this Section. (i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceedings. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. Each party shall defray its own expenses in the arbitration proceedings. The costs of the Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the costs of the Arbitral Tribunal or the procedure for payment of such costs shall be determined by the Arbitral Tribunal. (j) The provisions for arbitration set forth in this Section shall be in lieu of any other procedure for the settlement of controversies between the parties to the Trust Fund Credit Agreement or of any claims by either party against the other party arising thereunder. (k) The Trustee shall not be entitled to enter judgment against the Borrower upon the award, to enforce the award against the Borrower by execution or to pursue any other remedy against the Borrower for the enforcement of the award, except as such procedure may be entered available against the Borrower otherwise than by reason of the provisions of this Section. If, within thirty days after counterparts of the award shall have been delivered to the parties, the award shall not be complied with by the Trustee, the Borrower may take any such action for the enforcement of the award against the Trustee. (l) Service of any notice or process in connection with any court having jurisdictionproceeding under this Section or in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the manner provided in Section 11.01. The parties to the Trust Fund Credit Agreement waive any and all other requirements for the service of any such notice or process.

Arbitration. Disputes subject to mandatory (a) In the event that such dispute, controversy or elective difference is not resolved within thirty (30) days after the commencement of discussion between or among the Representatives or the conclusion in good faith of the Representatives that amicable resolution of the dispute, controversy or difference does not appear likely, whichever is earlier, then the dispute, controversy or difference shall be finally settled by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of Association. (b) The arbitration services or rules as the Parties may agree. Each arbitration will shall be held in Wilmington, Delaware or such other location as the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseDisputing Members shall mutually agree. The arbitration hearing will shall be requested heard by a panel of three arbitrators, each of whom shall be experienced in the resolution of disputes, controversies and differences relating to commence within telecommunications services. If there are two Disputing Members, one such arbitrator shall be selected by one Disputing Member, one such arbitrator shall be selected by the other Disputing Member and the third arbitrator shall be selected by the arbitrators selected by the Disputing Members. If there are more than two Disputing Members, the three arbitrators shall be selected by the President of the American Arbitration Association. Resolution of the dispute, controversy or difference shall be determined by a majority vote of the arbitration panel. (c) The Disputing Members shall bear equally all fees, costs and expenses of the arbitration, and each Disputing Member shall bear its own legal expenses and costs of all experts and witnesses relating thereto; provided, however, that if the claim of any Disputing Member is upheld by the arbitration panel in all material respects, then the arbitration panel may apportion between or among the Disputing Members as such arbitration panel may deem equitable the costs incurred by the prevailing Disputing Member. (d) Any award rendered by the arbitration panel shall be final and conclusive upon the Disputing Members and any judgment thereon maybe enforced in any court of competent jurisdiction, unless: (i) the award was procured by corruption, fraud or other manifest undue means; (ii) the arbitrators exceeded their powers (it being acknowledged that the arbitrators are entitled to hear any dispute, controversy or difference relating in any way to this Agreement or any Schedule or Exhibit attached hereto); or (iii) the arbitrators have been guilty of misconduct. The Disputing Member submitting such dispute shall request the American Arbitration Association to: (y) allow for the Disputing Members to request reasonable discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed sixty (60) Days of the demand for days prior to such arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, (z) require the testimony to be transcribed. (e) The fact that arbitration has commenced in accordance with this Article 17 shall not impair the ability of any event, make Member to exercise any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified termination rights in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionaccordance with Article 13 hereof.

Arbitration. Disputes subject All claims and disputes arising under or relating to mandatory or elective arbitration under the provisions of this Agreement will shall be submitted to set- tled by binding arbitration before a single arbitrator panel of three (3) arbitrators in Hillsborough county in the state of Florida. The arbitration shall be conducted on a confidential basis and pursuant to the Commercial Commerical Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agreeAssociation. Each Party shall desig- nate an arbitrator, with the third arbitrator designated by the first two. Arbitration may be com- mencted at any time by any Party giving written notice to the other Party requesting that the mat- ter in dispute be referred to arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwiseaccordance with this Clause. The arbitration hearing will first two arbirators shall be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion designated within thirty (30) Days days after such written request for arbitration; and the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The thrid arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement selected within thirty (30) days after the appointment of the Parties second of the first two arbitrators. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact. This provision for arbitrations hall be specifically enforceable by the arbitrator upon a showing of good causeparties. Each Party will bear of the parties to a dispute sub- mitted to arbitration shall pay its own costs expenses of these proceduresarbitration and the expenses of the arbitrators shall be equally shared initially; however, including the prevaling party shall be entitiled to collecte its rea- sonable attorneys' feesfees and all costs associated with the arbitration. The Parties will equally split the fees Any such arbitration shall be conducted by atleast one arbitrator experienced in Health Law and shall include a written record of the arbitration and the arbitratorhearing. The arbitrator's award parties reserve the right to object to any individual who shall be final and binding and employeed or affiliated with a competing organization or entitiy. Any award of arbitration may be entered confirmed in any a court having of competent jurisdiction thereof. Judgment upon in Hillsborough county in the award rendered by the arbitrator may be entered in any court having jurisdictionstate of Florda.

Arbitration. Disputes Any 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 (provided, however, that any dispute over benefits shall first be subject to mandatory or elective and determined in accordance with the claims procedure set forth in Section 3.10 hereof): 3.11.1. The parties agree to submit any dispute to final and binding arbitration under administered by the provisions of this Agreement will be submitted to a single arbitrator American Arbitration Association (the “AAA”), pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider AAA as in effect at the time of submission. The arbitration services or rules as the Parties may agree. Each arbitration will shall be held in Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the city identified in Appendix – Arbitration Location (Paging) for the State, unless “Arbitrator”). 3.11.2. Unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days have agreed upon the selection of the demand for arbitration. The arbitrator will control Arbitrator before then, the scheduling so as to process AAA shall appoint the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion Arbitrator within thirty (30) Days days after the submission to AAA for binding arbitration. The arbitration hearings shall commence within fifteen (15) days after the selection of the Arbitrator. Each party shall be limited to two (2) pre-hearing depositions each lasting no longer than two (2) hours. The parties shall exchange documents to be used at the hearing no later than ten (10) days prior to the hearing date. Each party shall have no longer than three (3) hours to present its position, and the entire proceedings before the Arbitrator shall be on no more than two (2) hearing days within a two (2) week period. The award shall be made no more than ten (10) days following the close of hearingsthe proceeding. The Federal Arbitration ActArbitrator’s award shall not include consequential, 9 U.S.C. §§ 1-16exemplary, not state law, shall govern the arbitrability of all disputesor punitive damages. The arbitrator will have no authority 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 award punitive damagesenforce the results of the arbitration, exemplary damagesneither party nor the Arbitrator may disclose the existence, consequential damages, multiple damagescontent, or results of any other damages not measured arbitration hereunder without the prior written consent of both parties. Except as may otherwise be decided by the prevailing party's actual damagesArbitrator, each party shall pay the fees of its own counsel; and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions costs of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these proceduresarbitration, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award Arbitrator, shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered shared equally by the arbitrator may be entered in any court having jurisdictionparties.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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 be governed by the law of not including its choice of law provisos, except that the internal laws of shall apply to the regulation of the Company.

Arbitration. Disputes subject From the date of the Arbitration Request and until such time as the Dispute has become finally settled, the running of the time periods as to mandatory or elective arbitration under the provisions which a Party must cure a breach of this Agreement will shall become suspended as to any breach that is the subject matter of the Dispute. Unless otherwise agreed by the Parties, disputes relating to patents shall not be subject to arbitration, and shall be submitted to a single arbitrator pursuant to court of competent jurisdiction. The arbitration shall be held in Philadelphia, Pennsylvania under the Commercial Arbitration Rules of AAA (the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise“AAA Rules”). The arbitration hearing shall be conducted by one arbitrator, who shall be chosen in accordance with the AAA Rules. If the total amount in controversy exceeds $15 million, the arbitration shall be conducted by three (3) arbitrators. One (1) arbitrator will be requested to commence within sixty selected by Auxilium, one (601) Days arbitrator will be selected by GSK, and the third arbitrator will be selected by mutual agreement of the demand for arbitrationtwo (2) arbitrators selected by the Parties. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by AAA. The procedures for the taking of evidence shall be governed by the IBA Rules on the Taking of Evidence in International Arbitration. The arbitration panel shall collectively resolve any discovery disputes or, if the panel unanimously decides, they may designate the neutrally-selected arbitrator will control as the scheduling so as chair capable of resolving such disputes without the need to process convene the matter expeditiouslyentire arbitration panel. The Parties agree that the arbitration panel and counsel of record in any arbitration hereunder shall have the power to subpoena witnesses to appear to provide their testimony at a hearing or deposition. As set forth in the AAA Rules, the arbitrators may submit written briefs upon a schedule determined by proceed to an award, notwithstanding the arbitratorfailure of either Party to participate in the proceedings. The Parties will request that arbitrators shall promptly, after the arbitrator rule on conclusion of the dispute by issuing arbitration hearing, issue a written opinion within thirty award and statement of decision describing the essential findings of fact and conclusions of law on which the award is based, including the calculation of any damages awarded, and designating one (301) Days after Party or the close of hearingsother as the prevailing party in the arbitration, as appropriate. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, arbitrators shall govern the arbitrability of all disputes. The arbitrator will have no authority be authorized to award punitive compensatory damages, exemplary damagesbut shall not be authorized to award non-economic damages or punitive, consequential damagesspecial, multiple damagesconsequential, or any other damages not measured by the prevailing party's actual similar form of damages, or to reform, modify or materially change this Agreement. The arbitrators also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief the arbitrators deem just and may notequitable and within the scope of this Agreement, including an injunction or order for specific performance. Any decision which requires a monetary payment shall require such payment to be payable in any eventUnited States dollars. The arbitration panel shall make reasonable efforts to conduct and complete such proceeding within six (6) months from submission of the Arbitration Request. The award of the arbitrators shall be the sole and exclusive remedy of the Parties (except for those remedies set forth in this Agreement). The enforceability of this Section 17.3 and, make any ruling, finding or award that does not conform subject to the terms and conditions of this Section 17.3, the Agreement. The arbitrator enforcement of any award hereunder, shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or governed by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these proceduresFederal Arbitration Act (Title 9, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereofU.S. Code). Judgment upon on the award rendered by the arbitrator arbitrators may be entered enforced in any court having jurisdictioncompetent jurisdiction thereof. Each Party shall bear its own costs and expenses and attorneys’ fees; but the arbitration panel shall be authorized to require the Party that does not prevail in the arbitration proceeding to pay the arbitrators’ and any administrative fees of arbitration. Except to the extent necessary to confirm an award or as may be required by Laws and Regulations, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JUDGE OR JURY.

Arbitration. Disputes subject (a) Any dispute, controversy or claim arising out of or relating to mandatory the Company's obligations to pay severance benefits under this Agreement, or elective the breach thereof, shall be settled and resolved solely by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA") except as otherwise provided herein. The arbitration shall be the sole and exclusive forum for resolution of any such claim for severance benefits and the arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or pursuant controversies arising out of or relating to such other provider Xx. Xxxxxxx'x employment by the Company or the termination thereof. (b) Arbitration shall be initiated by serving a written notice of demand for arbitration services to Xx. Xxxxxxx, in the case of the Company, or rules as to the Parties may agreeSouthern Board, in the case of Xx. Each Xxxxxxx. (c) The arbitration will shall be held in the city identified in Appendix – Arbitration Location (Paging) for the StateAtlanta, unless the parties agree otherwiseGeorgia. The arbitration hearing will be requested arbitrators shall apply the law of the State of Georgia, to commence the extent not preempted by federal law, excluding any law which would require the application of the law of another state. (d) The parties shall appoint arbitrators within sixty fifteen (6015) Days business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator will control the scheduling so as to process the matter expeditiouslyshall be appointed by Xx. The Parties may submit written briefs upon a schedule determined Xxxxxxx, one arbitrator shall be appointed by the arbitratorCompany, and the two arbitrators shall appoint a third. The Parties will request that If the arbitrators cannot agree on a third arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days business days after the close service of hearings. The Federal Arbitration Actdemand for arbitration, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The third arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or selected by the arbitrator upon a showing of good causeAAA. (e) The arbitration filing fee shall be paid by Xx. Each Party will bear its own Xxxxxxx. All other costs of these proceduresarbitration shall be borne equally by Xx. Xxxxxxx and the Company, provided, however, that the Company shall reimburse such fees and costs in the event any material issue in such dispute is finally resolved in Xx. Xxxxxxx'x favor and Xx. Xxxxxxx is reimbursed legal fees under Paragraph 2.(g) hereof. (f) The parties agree that they will faithfully observe the rules that govern any arbitration between them, they will abide by and perform any award rendered by the arbitrators in any such arbitration, including attorneys' fees. The Parties will equally split the fees any award of the arbitration injunctive relief, and the arbitrator. The arbitrator's award shall be final and binding and a judgment of a court having jurisdiction may be entered upon an award. (g) The parties agree that nothing in this Paragraph 5 is intended to preclude upon application of either party any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be entered necessary to prevent harm to a party's interests or as otherwise may be appropriate pending the conclusion of arbitration proceedings pursuant to this Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall prevent any court from entering and enforcing in any court having jurisdictionlawful manner such judgments for permanent equitable relief as may be necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of arbitral awards pursuant to this Paragraph 5.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute arising out of the interpretation, performance or elective arbitration under the provisions breach of this Agreement Contract, including the formation or validity thereof, whether arising before or after the expiry or termination of the Contract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration will be submitted to a single arbitrator pursuant in writing and sent by certified mail, return receipt requested, or such reputable courier service as is capable of returning proof of receipt of such notice by the recipient to the Commercial Arbitration Rules party demanding arbitration. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any allegation of misrepresentation, non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the circumstances set forth in subparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. C. One arbitrator shall be appointed by each party. If either party fails to appoint its arbitrator within 30 days after being requested to do so by the other party, the latter, after 10 days notice by certified mail or reputable courier as provided above of its intention to do so, may appoint the second arbitrator. D. The two arbitrators shall, before instituting the hearing, appoint an impartial third arbitrator who shall preside at the hearing. If the 2 arbitrators are unable to agree upon the third arbitrator within 30 days of their appointment, the Company shall petition the American Arbitration Association or pursuant to such other provider appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be being requested to commence within sixty (60) Days do so, either party may request a district court judge of the demand federal district court having jurisdiction over the geographical area in which the arbitration is to take place, or if the federal court declines to act, the state court having general jurisdiction in such area to select the third arbitrator from a list of 6 individuals (3 named by each arbitrator previously appointed). All arbitrators shall be disinterested active or former senior executives of insurance or reinsurance companies or Underwriters at Lloyd’s, London. E. Within 30 days after notice of appointment of all arbitrators, the panel shall meet and determine timely periods for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of briefs, discovery procedures and schedules for hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, panel shall govern the arbitrability be relieved of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages judicial formality and shall not measured be bound by the prevailing party's actual damagesstrict rules of procedure and evidence. Unless the panel agrees otherwise, and may notarbitration shall take place in DeRidder, in any event, make any ruling, finding or award that does not conform to Louisiana but the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 venue may be extended or shortened upon mutual agreement of the Parties or changed when deemed by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split panel to be in the fees best interest of the arbitration and proceeding. Insofar as the arbitratorarbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The arbitrator's award decision of any 2 arbitrators when rendered in writing shall be final and binding binding. The panel is empowered to grant interim relief as it may deem appropriate. F. The panel shall make its decision considering the custom and may be entered in any court having jurisdiction thereof. Judgment upon practice of the award rendered by applicable insurance and reinsurance business as promptly as possible following the arbitrator may be entered in any court having jurisdiction.termination of the

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. Insurer Article of the Policy. Each Subscribing Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in any court having jurisdictionthe Representations and Warranties of the Insurer Article of the Policy to the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the Company and the Insured except that "a" shall be made regarding its place of domicile and "h" shall be made regarding the relevant regulator in its place of domicile.

Arbitration. Disputes subject (i) Any Party may submit any matter referred to mandatory in ----------- Clause 8.13 (a) to arbitration by notifying the other parties hereto, in writing, of such dispute. Within 10 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 10-day period, the United States Chamber of Commerce shall select the arbitrator. The arbitrator so designated shall not be an Affiliate, employee, consultant, officer, director or elective arbitration under stockholder of any Party. The arbitrator shall have at least ten (10) years' experience in the provisions field of this Agreement will international commercial transactions. (ii) Within 15 days after the designation of the arbitrator, the arbitrator, the Buyer and the Stockholder shall meet, at which time the Buyer and the Stockholder shall be submitted required to set forth in writing all disputed issues and a single proposed ruling on each such issue. (iii) The arbitrator shall set a date for a hearing, which shall be no later than 30 days after the submission of written proposals pursuant to Clause 8.13(b)(ii), to discuss each of the issues identified by the Parties. Each such Party shall have the right to be represented by counsel. The arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration Association or pursuant Association. (iv) The arbitrator shall use his best efforts to such other provider rule on each disputed issue within 30 days after the completion of arbitration services or rules as the Parties may agree. Each arbitration will be held hearings described in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise8.13(b)(iii). The arbitration hearing will be requested to commence within sixty (60) Days determination of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs resolution of any dispute shall be binding and conclusive upon a schedule determined by the arbitrator. The Parties will request all parties hereto, provided however, that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, or exemplary damages, consequential damages, multiple damages, or damages to any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions . All rulings of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may writing and shall be extended or shortened upon mutual agreement delivered to the Parties. (v) Any attorneys' fees of the Parties or in any arbitration shall be borne by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these proceduresParties as determined by the arbitrator, including attorneys' fees. The Parties will equally split together with the fees of the arbitration arbitrator and the arbitratorcosts and expenses of the arbitration. (vi) Any arbitration pursuant to this Clause 8.13 shall be conducted in New Bedford, Massachusetts, United States of America or other mutually acceptable location, in the English language. The arbitrator's Any arbitration award may be entered in and enforced by any court having jurisdiction thereover and shall be final and binding and may upon the Parties. (vii) Notwithstanding the foregoing, nothing in this Clause 8.13 shall be entered construed as limiting in any way the right of a Party to seek injunctive relief with respect to any actual or threatened breach of this Agreement from a court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having of competent jurisdiction.

Arbitration. Disputes subject If the Parties are unable to mandatory or elective resolve the Dispute within ninety (90) days following the receipt of the Notice of Dispute, either Party may submit the matter to be resolved by binding arbitration under conducted by the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules office of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location Houston, Texas (Paging) for the State, unless the parties agree otherwise“AAA”). The arbitration hearing will shall be requested to commence within sixty conducted in accordance with the AAA’s Commercial Arbitration Rules (60the “Rules”) Days effective at the time of the demand for arbitrationDispute, The Expedited Procedures of the Rules shall apply to any Dispute in which no disclosed claim or counterclaim exceeds $5,000,000.00, exclusive of interest and arbitration fees and costs. The If the Expedited Procedures should apply, the arbitration shall be heard and decided by a single arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined be appointed by the arbitratorAAA. The Parties will request that For all other Disputes, the arbitration shall be heard and decided by three arbitrators, one to be designated by each Party and the third arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be selected by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good causetwo arbitrators. Each Party will bear shall designate its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees arbitrator within twenty (20) days of the arbitration and respondent receiving notice of the arbitration. If either Party fails to select an arbitrator within such twenty-day period, the AAA shall designate such arbitrator. The arbitrators selected by the Parties shall select the third arbitrator within fifteen (15) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator within such fifteen-day period, the AAA shall select the third arbitrator's . Each arbitrator selected hereunder shall be knowledgeable in the oil and gas industry. The arbitrators shall make a reasoned award in writing and may allocate costs and fees among the Parties in connection with such award. The award shall be final and binding on each Party and may be entered in any court having jurisdiction thereoffor all purposes. Judgment upon the a final award rendered by the arbitrator may be entered in any court having jurisdiction. This Section 14 shall survive any termination of this Agreement. For the avoidance of doubt, for the purpose of designating arbitrators in an arbitration tribunal consisting of three arbitrators, the Xxxxxxx Parties shall be treated as a single Party.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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 be governed by the law of the District of Columbia, not including its choice of law provisos, except that the internal laws of the State of Vermont shall apply to the regulation of the Company.

Arbitration. Disputes subject (a) Subject to mandatory Section 9(b), any dispute, controversy or elective arbitration under claim between Executive and any member of the provisions Company Group arising out of or relating to this Agreement or Executive’s employment or engagement with any member of the Company Group (“Disputes”) will be submitted to a single arbitrator pursuant to finally settled by arbitration in Houston, Texas, in accordance with the Commercial Arbitration Rules of the then-existing American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging“AAA”) for the State, unless the parties agree otherwiseRules. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding on both parties. Any arbitration conducted under this Section 9 shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon the disputing parties and the parties agree that judgment upon the award may be entered in by any court having jurisdiction thereofof competent jurisdiction. Judgment upon The party whom the Arbitrator determines is the prevailing party in such arbitration (which shall be the party receiving substantially the relief sought) shall receive, in addition to any other award rendered pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees and costs associated with such arbitration and associated judgment. (b) By entering into this Agreement and entering into the arbitration provisions of this Section 9, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (c) Nothing in this Section 9 shall prohibit a party to this Agreement from (i) instituting litigation to enforce any arbitration award or (ii) joining the other party to this Agreement in a litigation initiated by the arbitrator may be entered a person or entity that is not a party to this Agreement. Further, nothing in any court having jurisdictionthis Section 9 precludes Executive from filing a charge or complaint with a federal, state or other governmental administrative agency.

Arbitration. Disputes subject (a) It is agreed, as a severable and independent arbitration agreement separately enforceable from the remainder of this Agreement, that if the Parties are unable to mandatory amicably resolve any dispute or elective difference arising under or out of, in relation to or in any way connected with this Agreement (whether contractual, tortious, equitable, statutory or otherwise), such matter shall be finally and exclusively referred to and settled by arbitration under the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). In the event of any conflict between the Commercial Arbitration Rules of the AAA and the provisions of this Section 14.1, the provisions of this Section 14.1 shall govern and control. (b) The arbitration Shall be heard and determined by three arbitrators. Each arbitrator shall have at least 10 years experience in the oil and gas industry, including significant experience related to pipelines, and shall not have been previously been employed or pursuant retained by either Party or any of its affiliates, shall be qualified by education or experience to decide the matters relating to the questions in dispute, and shall not have a direct or indirect interest in either Party or the subject matter of the arbitration. Each Party shall appoint an arbitrator of its choice meeting the requirements set forth in the preceding sentence within 15 Days of the submission of a notice of arbitration. Any dispute as to the qualifications of an arbitrator appointed by one of the Parties shall be resolved in accordance with the AAA’s Expedited Procedures. The Party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within 15 Days following the appointment of both Party-appointed arbitrators. If the Party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or one Party fails or refuses to appoint its Party-appointed arbitrator within the prescribed period, the appointing authority for the presiding arbitrator and/or such other provider Party-appointed arbitrator shall be the AAA, who, in each case, shall appoint an independent arbitrator meeting the requirements set forth above. If an arbitrator should die, withdraw or otherwise become incapable of arbitration services serving, or rules refuse to serve, a successor arbitrator shall be selected and appointed in the same manner as the Parties may agree. Each original arbitrator. (c) Unless otherwise expressly agreed in writing by the Parties: (i) The arbitration will proceedings shall be held in the city identified in Appendix – Arbitration Location Houston, Texas; (Pagingii) for the State, unless the parties agree otherwise. The arbitrators shall be and remain at all times wholly independent and impartial; (iii) The arbitration hearing will proceedings shall be requested to commence within sixty (60) Days conducted under the Commercial Arbitration Rules of the demand for arbitration. The arbitrator will control AAA, as amended from time to time; (iv) Any procedural issues not determined under the scheduling so as to process Commercial Arbitration Rules of the matter expeditiously. The Parties may submit written briefs upon a schedule AAA shall be determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or Act and any other damages not measured laws of the State of Texas, other than those laws which would refer the matter to the laws of another jurisdiction; (v) All decisions and awards by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions arbitration tribunal shall be made by majority vote; (vi) The decision of a majority of the Agreement. The arbitrator arbitrator’s shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall reduced to writing; Shall be final and binding without the right of appeal; and shall be the sole and exclusive remedy regarding any claims, counterclaims, issues or accountings presented to the arbitrators; any damage awards by the arbitrators shall be promptly paid free of any deduction or offset; and any costs or fees incident to enforcing the award shall to the maximum extent permitted by law be charged against the Party resisting such enforcement; (vii) Consequential, indirect, special, exemplary, punitive or other similar damages shall not be allowed except those payable to third parties for which liability is allocated between the Parties by the arbitration award; (viii) Any award of damages shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitration award, and from the date of the award until paid in full, at the Agreed Rate in effect at the end of the first Business Day of each Month during which such amount was owed; and (ix) Judgment upon the award may be entered in any court having jurisdiction thereof. Judgment upon over the Party or the assets of the Party owing the judgment, or application may be made to such court for a judicial acceptance of the award rendered by and an order of enforcement, as the arbitrator case may be entered in any court having jurisdictionbe.

Arbitration. Disputes subject a) In the event that the parties are unable to mandatory or elective settle any dispute between them which is under mediation, either party may refer such matter to arbitration as provided herein: i. The Client and the Engineer shall select an arbitrator within ten (10) business days of the submission of a dispute to arbitration under this Section, which arbitrator shall be neutral and independent of the parties. If the parties are unable to agree on an arbitrator, either party shall be at liberty to seek an appointment of an arbitrator upon application under the Arbitration Act, 1991, S.O. 1991, C. 17. ii. The arbitration shall be conducted in accordance with the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the StateAct, 1991, S.O. 1991, C.17, unless the parties agree otherwiseotherwise agree. The If the issue in dispute is particularly time sensitive, the parties shall, in good faith, take such reasonable steps as may be required to expedite the arbitration hearing will process. In any event, all disputes shall be requested submitted to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions calendar days of the Agreement. The arbitrator shall be knowledgeable selection of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. All arbitration meetings and proceedings shall be held in the municipality of the Client or a reasonable alternate, at a time and location determined by the parties, but in any event no later than thirty (30) calendar days following the submission of the dispute to the arbitrator. iii. In addition to the examination of the parties by each other, the arbitration panel may examine, in the ordinary course, the parties or either of them and the witnesses in the matter referred to the arbitration panel, and the parties and witnesses, if examined, shall be examined on oath or affirmation. iv. The arbitration panel shall, after full consideration of the issues in dispute, the relevant facts and applicable law, render a decision within thirty (30) calendar days after argument of the issue to the arbitrator's award , which decision shall be final and binding on the parties and may not subject to appeal or challenge, except such limited relief provided under Subsection 45(1) (appeal on a question of law, with leave) or Section 46 (setting aside award) of the Arbitration Act, 1991. v. Each party shall bear is own costs and expenses incurred in the arbitration, and the parties shall share equally in the costs and expenses of the arbitrator. vi. Any award of the arbitration panel may, at the instance of either of the parties to this Agreement and without notice to the other of them, be entered in any court having jurisdiction thereof. Judgment upon made an Order of the award rendered by Superior Court of Ontario, pursuant to the arbitrator may be entered in any court having jurisdictionArbitration Act, 1991 and the Courts of Justice Act, R.S.O. 1990, c.C-43.

Arbitration. Disputes subject A. Prior to mandatory initiation of arbitration, the Reinsurer and Ceding Company agree that they will first negotiate diligently and in good faith to agree on a mutually satisfactory resolution of any dispute. Provided, however that if any such dispute cannot be resolved within sixty (60) days (or elective arbitration under such longer period as the provisions parties may agree) after written notice invoking the negotiation period of this article is delivered by either party, the Reinsurer and the Ceding Company agree that they will submit this dispute to arbitration as described below. B. The Reinsurer and the Ceding Company intend that any and all disputes between them under or with respect to this Agreement will be resolved without resort to any litigation. As a condition precedent to any right of action hereunder, any dispute or difference between the Ceding Company and the Reinsurer relating to the interpretation or performance of this Agreement, including its formation or validity, or any transaction under this Agreement, whether arising before or after termination, shall be submitted to arbitration. Arbitration shall be the method of dispute resolution, regardless of the insolvency of either party, unless the conservator, receiver, liquidator or statutory successor is specifically exempted from arbitration proceeding by applicable state law of the insolvency. C. Arbitration shall be initiated by the delivery of written notice of demand for arbitration ("Arbitration Notice") by one party to another. Such written notice shall contain a single arbitrator pursuant brief statement of the issue(s), remedies sought, and the failure of the parties to reach amicable agreement as provided in Paragraph A above. D. The arbitrators and umpire shall be present or former disinterested officers of life reinsurance or insurance companies other than the two parties to the Commercial Arbitration Rules Agreement or any company owned by, or affiliated with, either party. Each party shall appoint an individual as arbitrator and the two so appointed shall then appoint the umpire. If either party refuses or neglects to appoint an arbitrator within thirty (30) days after delivery of the American Arbitration Association or pursuant to such Notice, the other provider party may appoint the second arbitrator. If the two arbitrators do not agree on an umpire within thirty (30) days of arbitration services or rules as the Parties may agreeappointment of the second appointed arbitrator, each of the two arbitrators shall nominate three individuals. Each arbitrator shall then decline two of the nominations presented by the other arbitrator. The umpire shall be chosen from the remaining two nominations by drawing lots. E. The arbitration will hearings shall be held in the city identified in Appendix – Arbitration Location which the Reinsurer's head office is located or any such other place as may be mutually agreed. Each party shall submit its case to the arbitrators and umpire within one hundred and eighty (Paging180) for days of the State, unless selection of the parties agree otherwiseumpire or within such longer period as may be agreed. F. The arbitration panel shall make its decision with regard to the custom and usage of the insurance and reinsurance business. The arbitration hearing will panel shall interpret this Agreement as an honorable engagement; they are relieved of all judicial formalities and may abstain from following strict rules of law. The arbitration panel shall be requested solely responsible for determining what evidence shall be considered and what procedure they deem appropriate and necessary in the gathering of such facts or data to commence within sixty (60) Days decide the dispute. G. The decision in writing of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees majority of the arbitration and the arbitrator. The arbitrator's award panel shall be final and binding and upon the parties. Judgment may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by final decision of the arbitrator may be entered arbitration panel in any court having jurisdiction. H. The jointly incurred costs of the arbitration are to be borne equally by both parties. Jointly incurred costs are specifically defined as any costs that are not solely incurred by one of the parties (e.g., attorneys' fees, expert witness fees, travel to the hearing site, etc.). Costs incurred solely by one of the parties shall be borne by that party. Once the panel has been selected, the panel shall agree on one billable rate for each of the arbitrators and umpire and that sole cost shall be disclosed to the parties and become payable as a jointly incurred cost as described above.

Arbitration. Disputes subject to mandatory Except as provided in Section 5.F. above regarding equitable relief, all disputes between the parties or elective arbitration under any claims concerning the provisions performance, breach, construction or interpretation of this Agreement will Agreement, or in any manner arising out of this Agreement, shall, following the failure to resolve such dispute or claim pursuant to Section 9 above, be submitted to a single arbitrator pursuant to binding arbitration in accordance with the Commercial Arbitration Rules Rules, as amended from time to time, of the American Arbitration Association or pursuant to such other provider of (the “AAA”), which arbitration services or rules as the Parties may agree. Each arbitration will shall be held carried out in the city identified in Appendix – Arbitration Location manner set forth below: (Paging1) for Within fifteen (15) days after written notice by one party to the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days other party of the its demand for arbitration, which demand shall set forth the name and address of its designated independent arbitrator, the other party shall appoint its designated independent arbitrator and so notify the demanding party. The Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third independent arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator will control within said fifteen (15) day period, then the scheduling so AAA shall appoint an independent arbitrator as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the third arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured be heard by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions arbitrators within ninety (90) days after appointment of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the third arbitrator. The arbitrator's award decision of at least two of the arbitrators shall be final binding upon the parties, and binding their successors and may be entered assigns, without any right of appeal. (2) The arbitration proceedings shall take place in any court having jurisdiction thereofOrlando, Florida. Judgment upon the any award rendered by the arbitrator arbitrators may be entered in into any court having jurisdictioncompetent jurisdiction without any right of appeal. (3) Each party shall pay its own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators any claim or defense was unreasonable, then the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees and costs) and of the arbitrators and the arbitration proceeding.

Arbitration. Disputes subject to mandatory or elective arbitration Any dispute arising under the provisions of this Agreement will (“Arbitrable Dispute”) shall be submitted referred to and resolved by binding arbitration to take place in Austin, Texas, by a single arbitrator pursuant to arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association; and, to the maximum extent applicable, the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Article and any statute or rules, this Article shall control. Arbitration shall be initiated within the applicable time limits set forth in this Agreement and not thereafter, by one Party (“Claimant”) giving written notice to the other Party (“Respondent”) and to the American Arbitration Association or pursuant (“AAA”), that the Claimant elects to such other provider of arbitration services or rules as refer the Arbitrable Dispute to arbitration. If the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location fail to appoint an arbitrator within ten (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (6010) Days from Claimant’s notice initiating the arbitration, the AAA shall make such an appointment. Contributor and Recipient shall each pay one-half of the demand for arbitrationcompensation and expenses of the arbitrator. The arbitrator will control must be a neutral party with at least 15 years of experience as an oil and gas lawyer in Texas who has never been an officer, director, employee, or Recipient of the scheduling so as to process the matter expeditiouslyParties or any of their Affiliates. The Parties may submit written briefs upon engage in limited discovery of relevant and material information that is reasonably calculated to lead to admissible evidence through depositions of expert and fact witnesses. The arbitrator may grant a schedule determined request for additional discovery or may, in their discretion, order additional discovery. Any information disclosed to the other Party shall be confidential and not disclosed to third parties, except as required by law. The hearing shall be commenced within twenty (20) Days after the selection of the arbitrator. The Parties will request that interpretation, construction and effect of this Agreement shall be governed in accordance with the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close provisions of hearingsSection 20. The Federal Arbitration ActRules of Evidence shall guide the arbitrator in determining what information he/she shall consider in reaching the decision. Irrespective of the outcome of arbitration, 9 U.S.C. §§ 1-16, not state law, each Party shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damagessolely be responsible for its own arbitration costs and legal costs, and may not, in any event, make any ruling, finding or no award that does not conform to the terms and conditions of the Agreement. The arbitrator such costs shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionpermitted.

Arbitration. Disputes subject Subject to mandatory the Trustee’s right of interpleader as provided in Section 6.1(n), the Parties agree that all controversies which may arise between Anaheim and the Trustee concerning the construction, performance or elective arbitration under the provisions breach of this Agreement shall be determined by arbitration. (i) The arbitration will be submitted to held before a single arbitrator pursuant selected by the Parties, or, in the event that the Parties are unable to agree upon an arbitrator, a single arbitrator chosen by the Commercial American Arbitration Rules Association from a panel of persons knowledgeable in the subject matter of the arbitration. (ii) Any arbitration shall be held in Albuquerque, New Mexico. The arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association Association. The arbitration shall be held and a final decision reached within thirty (30) days after the appointment of the arbitrator or pursuant to such other provider of arbitration services or rules longer period as the Parties may agree. Each The arbitrator shall file a certificate of ruling with the Parties immediately after a decision is reached. The decision of the arbitrator shall be final and conclusive on the Parties, and there shall be no relief or appeal therefrom, except for grounds set out in Section 44-7A-24 of the New Mexico Uniform Arbitration Act (as may be amended from time to time). A decision of the arbitrator may be enforced by the prevailing Party in a court of competent jurisdiction. All other issues in connection with such arbitration will shall be held determined in accordance with the rules of the American Arbitration Association. (iii) The Parties agree that an action to compel arbitration pursuant to this Agreement shall be brought in any court of competent jurisdiction in the city identified in Appendix – Arbitration Location (Paging) State of New Mexico. Application may also be made to such court for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days confirmation of any decision or award of the demand for arbitration. The arbitrator will control the scheduling so as arbitrator, which may be necessary to process the matter expeditiouslyeffectuate such decisions or awards. The Parties may submit written briefs upon a schedule hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction and venue of such arbitrator or court. (iv) The prevailing Party in any arbitration shall be entitled to reimbursement of reasonable attorneys’ fees and disbursements and costs of arbitration from the non-prevailing Party as determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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, D. This Contract incorporates, as if set forth in full herein, representations and warranties "a" through "c" and "f" through "j" contained in the Representations and Warranties of the Insurer Article of the Policy. Each Subscribing Reinsurer hereby makes the representations and warranties "b", "c", "f", "g", "i" and "j" contained in the Representations and Warranties of the Insurer Article of the Policy to the Company and the Insured in the same manner as the Company does to the Insured in the Policy, but with respect to this Contract rather than the Policy. With respect to representations and warranties "a" and "h", each Subscribing Reinsurer makes such representations to the Company and the Insured except that "a" shall be entered made regarding its place of domicile and "h" shall be made regarding the relevant regulator in its place of domicile. E. The Reinsurer represents and warrants to the Company and the Insured that it has sufficient knowledge and experience in financial, business and other relevant matters to be capable of evaluating the risks and merits of entering into and performing this Contract. The Reinsurer has conducted its own independent review and analysis of the underwriting risk assumed under this Contract and represents and warrants that it had such information as it deemed necessary and sufficient to enter into this Contract. In entering into this Contract, the Reinsurer is not relying on any court having jurisdictionrepresentation as to any past or present fact or circumstance, or on any representation, prediction or estimation as to any future fact or circumstance, whatsoever made by or on behalf of the Company or the Insured. Prior to the Reinsurer's execution and delivery of this Contract, the Reinsurer has (1) been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Contract and the subject matter of this Contract and (2) been given the opportunity to request and review such additional information necessary to evaluate the risks and merits of entering into and performing this Contract and to verify the accuracy of or to supplement the information provided to the Reinsurer to the extent that the Company possesses such information. F. The Reinsurer also represents and warrants to the Company as follows: 1. The Reinsurer has the full corporate power, authority and legal right to enter into this Contract and to consummate the transactions contemplated hereby. This Contract constitutes the legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. The execution, delivery and performance by the Reinsurer of this Contract and the consummation by the Reinsurer of the transactions contemplated hereby shall not contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, or result in an adverse claim against the Reinsurer pursuant to any license, permit, agreement, instrument, law, order, judgment or decree to which the Reinsurer is a party or by which the Reinsurer is bound. 2. The Reinsurer shall maintain at all times the minimum capital and surplus required by applicable law. G. The Reinsurer hereby knowingly and voluntarily waives any and all defenses to payment under this Contract that are based on misrepresentation and/or nondisclosure as to the subject matter of this Contract at or prior to the Reinsurer's execution and delivery of this Contract, and agrees not to seek rescission of this Contract because of any actual or CIRT 2021-02 to the Reinsurer. Payments by the Reinsurer to the Company or the Insured, or through or to the Company or the Insured, shall be deemed payment to the Company or the Insured, as applicable, only to the extent that such payments are actually received by the Company or the Insured, as applicable.

Arbitration. Disputes subject The parties agree that all questions or matters in dispute as to mandatory the interpretation or elective effect or any provision of this Agreement shall be finally settled by arbitration in the manner hereinafter set forth. If either of the Optionee or the Optionor wishes to submit a matter to arbitration, then such party shall give to the other party not less than ten (10) days' prior written notice of intention to do so, the party giving notice shall nominate one arbitrator and the other shall within fifteen (15) days after receiving such notice nominate another arbitrator. The two arbitrators so nominated shall within the next thirty (30) days unanimously agree on the appointment of a third arbitrator to act with them and to be chairman of the arbitration. If either of the Optionee or the Optionor shall fail to nominate an arbitrator within fifteen (15) days after receiving notice of the nomination of the first arbitrator, the first arbitrator shall be the only arbitrator, and if two arbitrators are nominated but shall be unable to agree unanimously on the appointment of the chairman, the chairman shall be appointed under the provisions of this Agreement will the Commercial Arbitration Act (British Columbia). In all other respects, the arbitration shall be submitted to conducted in accordance with such Act and the chairman or, in the case whereby only one arbitrator is nominated, the single arbitrator shall fix a time and place in Vancouver, British Columbia for the purpose of hearing evidence and representations and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act. The parties agree that the award of a majority of arbitrators or, in the case of a single arbitrator of the said arbitrator shall be binding upon each of them both as to law and fact and there shall be no appeal therefrom. Judgment or any award rendered pursuant to the Commercial Arbitration Rules arbitration proceedings may be entered into any court of competent jurisdiction or application made to such court for Judicial acceptance of the American Arbitration Association or pursuant to such other provider award and an order of enforcement. The costs of arbitration services or rules as the Parties may agree. Each arbitration will shall be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless borne equally by the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule unless otherwise determined by the arbitrator. The Parties will request that arbitrator(s) in the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdictionaward.

Arbitration. Disputes subject Any matters that are to mandatory or elective be determined by arbitration under pursuant to the other provisions of this Agreement will Agreement, shall be submitted to a single arbitrator pursuant to resolved solely and exclusively by arbitration in accordance with the Commercial Federal Arbitration Rules Act and using the rules of the American Arbitration Association or pursuant to any successor thereof when not in conflict with such other provider of arbitration services or rules as the Parties may agreeact. Arbitration shall take place at an appointed time and place in Xxxxxx County, Texas. Each party shall select one impartial arbitrator, and the two so designated shall select a third impartial arbitrator. If either party shall fail to designate an arbitrator within ten (10) days after arbitration will is requested, or if the two arbitrators shall fail to select a third arbitrator within twenty (20) days after arbitration is requested, then such arbitrator shall be held selected by the Senior U.S. District Judge for the Southern District of Texas. All arbitrators selected under this Agreement shall have at least eight (8) years of professional experience in the city identified oil and gas industry and shall not have been previously employed by either party and shall not have a direct or indirect interest in Appendix – Arbitration Location (Paging) for either Party or the State, unless subject matter of the parties agree otherwisearbitration. The arbitration hearing will be requested to shall commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within soon as is practical, but in no event later than thirty (30) Days days after the close selection of hearingsthe third arbitrator. Judgment upon an award of the majority of the arbitrators shall be binding and, if necessary, may be enforced in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, arbitrators shall not state law, shall govern the arbitrability of all disputes. The arbitrator will have no any authority to award punitive damagesany special, exemplary damages, consequential damages, multiple damagesconsequential, or any other punitive damages The arbitration process shall be kept confidential and the statements, agreements, views, evidence and opinions in connection with such arbitration proceeding shall not measured by the prevailing party's actual damages, and may not, be discoverable or admissible in any event, make legal proceeding for any ruling, finding or award that does not conform purpose except to the terms and conditions extent necessary to enforce the award of the Agreementarbitrators. The fees and expenses of the third arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement shared one-half by Seller and one-half by Buyer and the fees and expenses of the Parties or arbitrator selected by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered borne by the arbitrator may be entered in any court having jurisdictionthat Party.

Arbitration. Disputes subject Without prejudice to mandatory Section 15.4, any Dispute arising out of or elective relating to this Agreement, or the breach thereof, which cannot otherwise be resolved as provided above shall be resolved by binding arbitration under conducted in accordance with the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules commercial arbitration rules of the American Arbitration Association or pursuant (the “Arbitrator”) (or, solely to the extent the Arbitrator is no longer operating at the time of such Dispute, any other provider of major international arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined institution agreed by the arbitrator. The Parties will request that Parties) and judgment upon the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured rendered by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and arbitral tribunal may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon The arbitration shall be conducted by a single arbitrator appointed in accordance with such rules; provided, however, that if either Party requests the arbitration to be conducted by a panel of three arbitrators, one will be appointed by each Party and the third will be appointed in accordance with such rules. The place of arbitration shall be New York, New York, United States of America ,unless the Parties shall have agreed to another location within fifteen (15) calendar days from the first referral of the dispute to the Arbitrator. The decision or award rendered made by the arbitrator or arbitrators shall be written, final and binding, and the Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be entered lawfully waived. The costs of any arbitration, including administrative fees and fees of the arbitrator or arbitrators, shall be shared equally by the Parties, unless otherwise specified by the arbitrator or arbitrators. If the Party initiating the arbitration is determined in the arbitral award to have lost the Dispute, such Party shall pay the other Party’s attorneys’ and expert fees. Otherwise, each Party shall bear the cost of its own attorneys’ and expert fees. Each Party retains the right to seek judicial assistance: (a) to compel arbitration; and (b) to enforce any court having jurisdictiondecision of the arbitrator, including the final award. The arbitration proceedings contemplated by this Section 13.2 shall be as confidential and private as permitted by law. To that end, the Parties shall not disclose the existence, content or results of any proceedings conducted in accordance with this Section 13.2, and deem that all materials submitted in connection with such proceedings are for the purpose of settlement and compromise; provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law (including any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which the Receiving Party’s securities are listed or quoted).

Arbitration. Disputes subject to mandatory or elective (i) Any Dispute referred for arbitration under shall be finally resolved by binding arbitration in accordance with the provisions of this Agreement will be submitted to a single arbitrator pursuant to the Commercial Arbitration Rules most applicable rules of the American Arbitration Association or pursuant to such other provider of arbitration services or rules as the Parties may agree. Each arbitration will be held in the city identified in Appendix – Arbitration Location (Paging“AAA”) for the State, unless the parties agree otherwise. The arbitration hearing will be requested to commence within sixty (60) Days of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule and judgment on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to arbitration award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award shall be final and binding and may be entered in any court having jurisdiction thereof. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. (ii) The arbitration shall be conducted by a panel of three (3) people experienced in the business of biopharmaceuticals. If the issues in dispute involve scientific, technical or commercial matters, then any arbitrator chosen under this Agreement shall have educational training and/or industry experience sufficient to demonstrate a reasonable level of relevant scientific, technical and commercial knowledge as applied to the pharmaceutical industry. If the issues in dispute involve patent matters, then at least one (1) of the arbitrators CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT shall be a licensed patent attorney or otherwise knowledgeable about patent law matters. Within [***] days after a Party demands arbitration, each Party shall select one person to act as arbitrator, and the two Party-selected arbitrators shall select a third arbitrator within [***] days after their own appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, then the third arbitrator shall be appointed by the AAA. The place of arbitration shall be Boston, Massachusetts. All proceedings and communications as part of the arbitration shall be in English. Following selection of the third arbitrator, the arbitrators shall complete the arbitration proceedings and render an award within [***] months after the last arbitrator is appointed. (iii) Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees or arbitration, unless in each case the arbitrators agree otherwise, which they are hereby empowered, authorized and instructed to do if they determine that to be fair and appropriate. (iv) Except to the extent necessary to confirm an award or as may be required by law, regulation, or the requirement of any exchange on which a Party’s shares are traded, neither Party shall disclose the existence, content or results of an arbitration under this Agreement without the prior written consent of the other Party. (v) In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the subject matter of the Dispute would be barred by the applicable statute of limitations under New York law.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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 be governed by the law of the District of Columbia, not including its choice of law provisos, except that the internal laws of the State of shall apply to the regulation of the Company.

Arbitration. Disputes subject A. As a condition precedent to mandatory any right of action hereunder, any irreconcilable dispute or elective arbitration under 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 provisions interpretation, performance or breach of this Agreement will Contract or any other agreements referenced herein including those referenced in paragraph A of the Miscellaneous Provisions Article shall be 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 the 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 single arbitrator pursuant written request by the other party to do so, the Commercial Arbitration Rules requesting party may choose two arbiters who shall in turn 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, the two arbiters shall request the American Arbitration Association or pursuant to such other provider 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 services or rules as the Parties may agree. Each arbitration will is to be held in to appoint the city identified in Appendix – Arbitration Location (Paging) for umpire. B. Each party shall present its case to the State, unless arbiters within 30 days following the parties agree otherwisedate of appointment of the umpire. The arbitration hearing will be requested to commence within sixty (60) Days decision of the demand for arbitration. The arbitrator will control the scheduling so as to process the matter expeditiously. The Parties may submit written briefs upon a schedule determined by the arbitrator. The Parties will request that the arbitrator rule on the dispute by issuing a written opinion within thirty (30) Days after the close of hearings. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, not state law, shall govern the arbitrability of all disputes. The arbitrator will have no authority to award punitive damages, exemplary damages, consequential damages, multiple damages, or any other damages not measured by the prevailing party's actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the Agreement. The arbitrator shall be knowledgeable of telecommunications issues. The times specified in this Section 20.6 may be extended or shortened upon mutual agreement of the Parties or by the arbitrator upon a showing of good cause. Each Party will bear its own costs of these procedures, including attorneys' fees. The Parties will equally split the fees of the arbitration and the arbitrator. The arbitrator's award arbiters shall be final and binding on both parties; but failing to agree, they shall call in the umpire and the decision of the majority shall be final and binding upon both parties. Judgment upon the final decision of the arbiters may be entered in any court having jurisdiction thereofof competent jurisdiction. Judgment upon 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 award rendered 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 arbitrator may 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 entered in any court having jurisdictionconstrued 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 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 be governed by the law of the not including its choice of law provisos.