Common use of Arbitration Clause in Contracts

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 shallarbiters may award costs and expenses, 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 including reasonable attorneys' fees and 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 partyexpenses.

Arbitration. All disputes (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and controversies any member of every kind and nature between any parties hereto the Company Group arising out of or in connection with relating to this Agreement or Executive’s employment or engagement with any member of the transactions described herein as to the constructionCompany Group (“Disputes”) will be finally settled by arbitration in Houston, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party mayTexas, in a written notice delivered to accordance with 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 then-existing 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 expensesRules. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement 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 parties 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, shall resolve the question of costs . The decision of the arbitrators Arbitrator shall be reasoned, rendered in writing, be final and all related matters, binding upon the disputing parties and the parties agree that judgment on such upon the award may be entered and enforced by either party in any court of competent jurisdiction. 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 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. v. Except as set forth in Section 15.b., (b) By entering into this Agreement and entering into the parties stipulate that 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 be prohibit a complete defense party to this Agreement from (i) instituting litigation to enforce any suitarbitration award, action or proceeding instituted (ii) joining the other party to this Agreement in any a litigation initiated by a person or entity that is not a party to this Agreement. Further, nothing in this Section 9 precludes Executive from filing a charge or complaint with a federal, state or local court or before any other governmental 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 partyagency.

Arbitration. All Except with regard to Section 7, all disputes and controversies ----------- between the parties concerning the performance, breach, construction or interpretation of every kind and nature between this Agreement, or in any parties hereto manner 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 breachAgreement, shall be submitted to binding arbitration pursuant to in accordance with 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 rules of the American Arbitration Association Association, which arbitration shall be incorporated by reference at such hearing and carried out in the substantive laws of the State of Texas manner set forth below: (excluding conflict of laws provisionsi) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within Within fifteen (15) days after written notice by one party to the close other party of submission its demand for arbitration, which demand shall set forth the name and address of evidenceits designated arbitrator, the other party shall select its designated arbitrator and so notify the demanding party. An award rendered Within fifteen (15) days thereafter, the two arbitrators so selected shall select the third arbitrator. The dispute shall be heard by the arbitrators within ninety (90) days after selection of the third arbitrator. The decision of any two arbitrators shall be binding upon the parties. Should any party or arbitrator fail to make a majority selection, the American Arbitration Association shall designate such arbitrator upon the application of either party. The decision of the arbitrators appointed pursuant to this Agreement shall be final and binding upon the Company, its successors and assigns and Executive. (ii) The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties to parties. Judgment upon any award rendered by the proceedingarbitrators may be entered into any court having competent jurisdiction without any right of appeal. (iii) Each party shall pay its or his own expenses of arbitration, shall resolve and the question of costs expenses of the arbitrators and all related mattersthe arbitration proceeding shall be shared equally. However, and judgment on such award may be entered and enforced by either party if in the opinion of a majority of the arbitrators, any court of competent jurisdiction. v. Except as set forth in Section 15.b.claim or defense was unreasonable, the parties stipulate that arbitrators may assess, as part of their award, all or any part of the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 expenses of the other partiesparty (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; nor will any party and if the arbitrators rule in favor of Executive, then the Company shall be obligated to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in pay all of the course of an arbitration hereunder without the prior written consent of such other partyArbitration Expenses.

Arbitration. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. v. Except C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as set forth in Section 15.bone party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event 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 stipulate 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 provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 internal laws of the other parties; nor will any party shall apply to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course regulation of an arbitration hereunder without the prior written consent of such other partyCompany.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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. ii. (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. iii. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (5) Except as set forth in Section 15.b.7(e)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature In the event that any dispute should arise between any the parties hereto arising out of as to the meaning, effect, performance, enforcement, or other issue in connection with this Agreement or Agreement, which dispute cannot be resolved by the transactions described herein as to parties, the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, dispute shall be submitted to decided by final and binding arbitration pursuant to the following procedures: i. After of a dispute or controversy arises, any party may, panel of three arbitrators. Proceedings 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 arbitration and its conduct shall be an impartial person) appointed governed by such party demanding arbitration, together with a statement the rules 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”)) applicable to commercial arbitrations (the “Rules”) except as modified by this Section. The two arbitrators so selected Executive 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 appointedappoint one arbitrator, the Bank shall appoint one arbitrator, and the third arbitrator shall be appointed by the AAAtwo arbitrators appointed by the parties. If any The third 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 impartial and shall serve as chairman of the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expensespanel. The parties shall appoint their arbitrators within thirty (30) days after the demand for arbitration hearing is served, failing which the AAA promptly shall be held in Dallasappoint a defaulting party’s arbitrator, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of two arbitrators shall select the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made 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 submission evidence or other termination of evidence. An award rendered the proceedings by the panel, and the decision of a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all upon the 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 proceedingpublic. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall resolve be shared equally by the question of parties. The other costs of the arbitrators and all related mattersarbitration, and judgment on such award may be entered and enforced by either party in any court including the fees of competent jurisdiction. v. Except as set forth in Section 15.b.AAA, the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted borne as directed in any federal, state or local court or 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 decision 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 partypanel.

Arbitration. All disputes A. Any dispute or other matter in question between the Company and controversies of every kind and nature between any parties hereto the Reinsurer arising out of of, or in connection with this Agreement or relating to, the transactions described herein as to the constructionformation, validity, interpretation or meaninginterpretation, performance, non-performanceor breach of this Agreement, enforcement, operation whether such dispute arises before or breachafter termination of this Agreement, shall be submitted to arbitration pursuant to settled by arbitration. Arbitration shall be initiated by the following procedures: i. After a dispute or controversy arises, any party may, in delivery of a written notice delivered of demand for arbitration by one party to the other parties to within a reasonable time after the dispute has arisen. B. If more than one reinsurer is involved in the same dispute, demand all such arbitration. Such notice reinsurers shall designate constitute and act as one party for the name purposes of this Article, provided, however, that nothing herein shall impair the rights of such reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement Reinsurer under the terms of the matter in controversythis Agreement from several to joint. iiC. Except as set forth in Article III, each party shall appoint an individual as arbitrator and the two so appointed shall then appoint a third arbitrator. Within 30 days after receipt of such demandIf either party refuses or neglects to appoint an arbitrator within 60 days, the other parties shall, in a written notice delivered to party may appoint the first party, name such parties’ arbitrator (who shall be an impartial person)second arbitrator. 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 do not agree on a third arbitrator by within 60 days of the appointment of the second arbitrator, each of the arbitrators shall nominate three individuals. If the two arbitrators so appointedare unable to agree upon the third arbitrator within thirty (30) days of their appointment, the third arbitrator shall be appointed selected from a list of six individuals (three named by each arbitrator) by a judge of the AAAUnited 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. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy The arbitrators shall be filled by active or retired officers of insurance or reinsurance companies or Lloyd’s of London Underwriters; the method set forth arbitrators shall not have a personal or financial interest in this Section for the original appointment result of such arbitratorthe arbitration. iiiD. The arbitration hearings shall be held in New York, New York. Each party shall bear submit its own arbitration costs and expenses. The arbitration hearing shall case to the arbitrators within 60 days of the selection of the third arbitrator or within such longer period as may be held in Dallas, Texas at a location designated agreed by a majority of the arbitrators. The Commercial Arbitration Rules arbitrators shall not be obliged to follow judicial formalities or the rules of evidence except to the extent required by governing law, that is, the state law of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws situs of the State arbitration as herein agreed; they shall make their decisions according to the practice of Texas (excluding conflict of laws provisions) shall apply. ivthe reinsurance business. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award decision rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties both parties. Such decision shall be a condition precedent to the proceeding, shall resolve the question any right of costs legal action arising out of the arbitrators and all related matters, and judgment on such arbitrated dispute which either party may have against the other. Judgment upon the award rendered may be entered and enforced by either party in any court of competent jurisdictionhaving jurisdiction thereof. v. 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. All other expenses of the arbitration shall be equally divided between the parties. F. Except as set forth in Section 15.b.provided above, the parties stipulate that the provisions of this Section arbitration shall be a complete defense to any suitbased, action or proceeding instituted in any federalinsofar as applicable, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or upon 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 procedures 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 partyAmerican Arbitration Association.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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 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 30 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 DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv. ) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (v) Except as set forth in Section 15.b.19(b) and (c), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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 DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv. ) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (v) Except as set forth in Section 15.b.12(b) below, the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto Any dispute arising out of or in connection relating to Article 5 of this Lease (with this Agreement or the transactions described herein as respect to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, issues expressly stated therein) shall be submitted to and determined in binding arbitration pursuant to under 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 Association. The arbitration shall be incorporated conducted before and by reference at such hearing and a single arbitrator selected by the substantive laws parties. If the parties have not selected an arbitrator within 30 days of written demand for arbitration, the State arbitrator shall be selected by the American Arbitration Association pursuant to the then current rules of Texas (excluding conflict of laws provisions) shall apply. ivthat Association on application by either party. The arbitrator shall have authority to fashion such just, equitable and legal relief as he, in his sole discretion, may determine. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitration, and that the arbitration proceedings shall be concluded within ten thirty (1030) business days unless otherwise ordered by following the arbitrators first scheduled arbitration hearing. Each party shall bear all its own expenses of arbitration and shall bear equally the written award thereon costs and expenses of the arbitrator. All arbitration proceedings shall be made within fifteen (15) days after conducted in the close City of submission Stamford, State of evidenceConnecticut. An Landlord and Tenant further agree that they will faithfully observe this agreement and rules, and that they will abide by and perform any award rendered by the arbitrator and that a majority judgment of the arbitrators appointed pursuant to this 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 court having jurisdiction may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., upon the parties stipulate that award. The duty to arbitrate shall survive the provisions cancellation or termination of this Section Lease. Landlord and Tenant further agree that in addition to the discovery rights available to them under the Commercial Arbitration Rules they shall be a complete defense have all rights of discovery available to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect litigants pursuant to any controversy or dispute arising out the Connecticut Rules 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 partyCourt then appertaining.

Arbitration. All disputes and controversies of every kind and nature Any dispute between any the parties hereto arising out of or in connection with under 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 resolved (except as provided below) through informal 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 by an arbitrator (who shall be an impartial personis selected as provided below) appointed by such party demanding arbitration, together with a statement and under the rules 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”)Association. The two arbitrators so selected shall name a third arbitrator (who Arbitration shall be an impartial person) within 30 days, or in lieu conducted under the rules of such agreement on a third arbitrator said Association at the location where the Executive is then employed by the two arbitrators so appointedCorporation, provided, however, that the third arbitrator arbitration shall be appointed conducted at the location specified by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then Corporation if the vacancy shall be filled Executive’s out-of-pocket expenses of travel and lodging are borne by the method set forth in this Section for the original appointment of such arbitrator. iiiCorporation. Each party shall bear its own arbitration costs be entitled to present evidence and expensesargument to the arbitrator. The arbitration arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a claim or defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be held conclusive and binding upon the parties and judgment upon the same may be entered in Dallas, Texas at a location designated by a majority of the arbitratorsany court having jurisdiction thereof. The Commercial Arbitration Rules arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of the American Arbitration Association such determination. The expenses of arbitration shall be incorporated borne equally by reference at such hearing the Executive and the substantive laws Corporation or as the arbitrator shall otherwise equitably determine. In the event the services of an arbitrator are required and if the State Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the identity of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded an arbitrator, within ten (10) days unless otherwise ordered 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 and shall mutually agree upon the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 selection of an arbitration hereunder without arbitrator who will be the prior written consent of such other partyarbitrator.

Arbitration. All disputes If the grievance still exists and controversies 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 every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as aggrieved teacher(s), desires impartial arbitration, written notice shall be given to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to superintendent within twenty (20) schools days after receiving 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 decision of the arbitrator Board (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 personStep D). If such parties fail to name an arbitratora 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 second arbitrator grievance shall be named 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 other mutually agreed upon source) shall be requested to act as administrator of the “AAA”)proceedings 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 two arbitrators so selected shall person whose name a third arbitrator (who remains on the list shall be an impartial person) within 30 days, or in lieu of such agreement on a third the arbitrator by the two arbitrators so appointed, the third selected. The arbitrator shall be appointed notified by the AAAsuperintendent of his/her selection and requested to contact the parties to set a hearing date, time, and place. 4. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then Neither the vacancy Board nor the Association shall be filled 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 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 any way. The arbitrator’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 method set forth in this Section for results of the original appointment findings of such the arbitrator. iii7. 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 own arbitration costs and expensesrepresentation in the arbitration. The arbitration hearing shall be held in Dallas, Texas at a location designated by a majority cost of the arbitrators. The Commercial Arbitration Rules of arbitrator and the American Arbitration Association shall be incorporated by reference at such hearing divided equally between the Board and the substantive laws Association. 9. If either party requests a transcript of the State proceedings, that party shall bear full costs for the transcript. If both parties order a transcript, the cost of Texas the two (excluding conflict of laws provisions2) shall apply. iv. The arbitration hearing transcripts shall be concluded within ten (10) days unless otherwise ordered by divided equally between the arbitrators and parties. If the written award thereon arbitrator requests a copy of the transcript, the cost shall be made within fifteen (15) days after divided equally between the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdictionparties. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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. ii. (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. iii. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (5) Except as set forth in Section 15.b.6(e)(d)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement (a) If the grievance is not satisfactorily settled at Step 3, either the Employer or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party Association 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 within ten (who shall be an impartial person10) appointed by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 work days after receipt of the Step 3 answer, request that the grievance be submitted to binding arbitration. If the grievance is not submitted to arbitration within such demandten (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 other 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, in within ten (10) work days of the date of its written request for arbitration, submit a written notice delivered demand 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 (for arbitration of the “AAA”)grievance. 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 then be appointed by selected in accordance with 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 Voluntary Labor Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws in effect as of the State time of Texas (excluding conflict of laws provisions) shall applysuch demand. iv. (c) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered governed by the arbitrators and Voluntary Labor Arbitration Rules of the written award thereon American Arbitration Association. (d) Each party shall be made within fifteen responsible for its own expenses, if any, in connection with the arbitration proceedings. The arbitration fees and expenses shall be split evenly between each party. (15e) days after the close of submission of evidence. An award rendered by a majority The decision of the arbitrators appointed pursuant to arbitrator must be based on an interpretation of one or more of the provisions of this Agreement or any supplement or amendment thereto. The arbitrator shall have no power to add to, take from, modify, or alter this Agreement or any supplement or amendment thereto. Any matter submitted to arbitration over which the arbitrator has no power to rule shall be referred back to the parties without decision. (f) The arbitrator's decision, when made in accordance with her jurisdiction and authority, shall be final and binding on all parties to upon 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 of competent jurisdiction. v. Except as set forth in Section 15.b.Employer, the parties stipulate that the provisions of this Section shall Association and any employee or employees involved and cannot be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 changed by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other partyindividual.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto (a) Any disagreement, dispute, controversy or claim arising out of or in connection with relating to this Agreement or the transactions described herein as 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 constructioninterpretation of this Agreement, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall may be submitted to arbitration pursuant to irrespective of the following procedures: i. After a magnitude thereof, the amount in controversy or whether such disagreement, dispute or controversy arises, any party may, in would otherwise be considered justifiable or ripe for resolution by a written notice delivered to the other parties to the dispute, demand such arbitrationcourt or arbitral tribunal. Such notice shall designate the name of the arbitrator (who The arbitration shall be an impartial person) appointed by such party demanding arbitration, together conducted in accordance with a statement the Commercial Arbitration Rules 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”). . (b) The two arbitrators so selected arbitral tribunal shall name a third consist of one arbitrator (who shall be an impartial person) attorney of recognized standing at the bar with at least 15 years experience in the practice of law. The parties to the arbitration jointly shall directly appoint such arbitrator within 30 daysdays of initiation of the arbitration. If the parties shall fail to appoint such arbitrator as provided above, 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 AAA as provided in the vacancy Commercial Arbitration Rules and shall be filled by 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 Company or the method set forth Bank shall pay all of the fees and expenses of the arbitrator. The Bank shall pay all of the fees and expenses of the arbitrator, in this Section for a lump sum no later than two and one-half months after the original appointment end of the calendar year in which such arbitrator. iii. Each party shall bear its own arbitration costs and expensesexpenses were incurred. The arbitration hearing shall be held conducted within the Buffalo, New York metropolitan area or in Dallassuch other city in the Untied States of America as the parties to the dispute may designate by mutual written consent. (c) At any oral hearing of evidence in connection with the arbitration, Texas at 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 location designated by a majority different procedure. (d) A decision or award of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement arbitral tribunal shall be final and binding on all 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, shall resolve against the question of costs of parties to the arbitrators arbitration proceeding or their assets wherever they may be found and all related matters, and that a judgment on such upon the arbitral award may be entered and enforced by either party in any court of competent jurisdictionhaving jurisdiction thereof. v. Except as set forth in Section 15.b.(e) Nothing herein contained shall be deemed to give, the parties stipulate that arbitral tribunal any authority, power, or right to alter, change, amend, modify, add to, or subtract from any of the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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. ii. (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. iii. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (5) Except as set forth in Section 15.b.6(d)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All Except with regard to Section 6, all disputes and controversies between the parties or any claims concerning the performance, breach, construction or interpretation of every kind and nature between this Agreement, or in any parties hereto manner 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 breachAgreement, shall be submitted to binding arbitration pursuant in accordance with the Commercial Arbitration Rules, as amended from time to the following procedures: i. After a dispute or controversy arisestime, 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 , which arbitration shall be an impartial person) within 30 days, or carried out 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 manner set forth in this Section for the original appointment of such arbitrator.below: 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisionsa) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within Within fifteen (15) days after written notice by one party to the close other party of submission its demand for arbitration, which demand shall set forth the name and address of evidenceits designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. An award rendered 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 as the third arbitrator. The dispute shall be heard by a majority the arbitrators within ninety (90) days after appointment of the third arbitrator. The decision of any two (2) or all three (3) of the arbitrators appointed pursuant to this Agreement 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 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 binding on all parties to parties. Judgment upon any award rendered by the proceedingarbitrators may be entered into any court having competent jurisdiction without any right of appeal. (c) Each party shall pay its or his own expenses of arbitration, shall resolve and the question of costs expenses of the arbitrators and all related mattersthe arbitration proceeding shall be shared equally. However, and judgment on such award may be entered and enforced by either party if in the opinion of a majority of the arbitrators, any court of competent jurisdiction. v. Except as set forth in Section 15.b.claim or defense was unreasonable, the parties stipulate that arbitrators may assess, as part of their award, all or any part of the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 expenses of the other parties; nor will any party to an (other than attorneys' fees which are covered in Section 7.5 below) and of the arbitrators and the 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 partyproceeding.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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. ii. (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. iii. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (5) Except as set forth in Section 15.b.7(d)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 and controversies of every kind and nature between any parties hereto 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 Disputes submitted to arbitration pursuant to this Section 8.5(c) shall be resolved in accordance with the following procedures: i. After a dispute or controversy arisesCommercial Arbitration Rules of the American Arbitration Association, any unless either party mayinvolved elects to utilize an independent referee (“Referee”) mutually acceptable to the parties, in a written notice delivered which event all references herein 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 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 “AAA”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 difference, appoint the Arbitrator. All arbitration proceedings shall be held in the city of Jacksonville, Florida in a location to be specified by the Arbitrator (or any place agreed to by the parties and the Arbitrator). The two arbitrators so selected shall name a third arbitrator (who Any order or determination of the arbitral tribunal shall be an impartial personfinal and binding upon the parties to the arbitration as to matters submitted and may be enforced by any party to the Dispute in any court having jurisdiction over the subject matter or over any of the parties. The parties agree that the 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, or in lieu days of such agreement on a third arbitrator the completion of the arbitration hearing. All costs and expenses incurred by the two arbitrators so appointed, the third arbitrator Arbitrator shall be appointed shared equally 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. iiiparties. Each party shall bear its own arbitration costs and expensesexpenses in connection with any such arbitration proceeding. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 use of any arbitration alternative dispute resolution procedures hereunder without will not be construed under the prior written consent doctrines of laches, waiver or estoppel to affect adversely 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 rights of an arbitration hereunder without the prior written consent of such other either party.

Arbitration. All disputes and controversies of every kind and nature between (a) Except as otherwise expressly provided herein, any parties hereto dispute, controversy or claim arising out of or in connection with this Agreement Agreement, or the transactions described herein as to the constructioninterpretation, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, termination or validity thereof (“Dispute”) shall be submitted to finally resolved by arbitration pursuant to in accordance with 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 (“AAA”) then in effect (the “Rules”), except as modified herein and such arbitration shall be incorporated administered by reference at the AAA. The place of arbitration shall be New York, New York. (b) There shall be one arbitrator who shall be agreed upon by the parties within twenty (20) days of receipt by respondent of a copy of the demand for arbitration. If any arbitrator is not appointed within the time limit provided herein, such hearing arbitrator shall be appointed by the AAA in accordance with the listing, striking and ranking procedure in the substantive 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. In rendering an award, the arbitrator shall be required to follow the laws of the State state of Texas (excluding conflict of laws provisions) shall applyDelaware. iv(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 arbitration hearing arbitrator shall not be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written permitted to award thereon shall be made within fifteen (15) days after the close of submission of evidencepunitive, multiple or other non-compensatory damages. An The award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all upon the parties and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accounting presented to the proceeding, shall resolve arbitrator. Judgment upon 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 over any party or any of competent jurisdictionits assets. Any costs or fees (including attorneys’ fees and expenses) incident to enforcing the award shall be charged against the party resisting such enforcement. v. Except (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 other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as set forth may be required by law, regulatory or governmental authority or as may be necessary in Section 15.b.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 parties stipulate that party intending to make such disclosure shall use reasonable efforts to give the provisions other party reasonable written notice of this Section 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 complete defense matter of import in the proceeding for which a party has demonstrated a substantial need. The parties agree that they will produce to any suiteach other all such requested non-privileged documents, action or proceeding instituted in any federal, state or local court or before any administrative tribunal 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 controversy purported class, collective 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 partyrepresentative proceeding.

Arbitration. All disputes 9.2.1 Any and controversies of every kind and nature between any parties hereto arising out of all unresolved Disputes, except as set forth in Section 9.3 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 breachSection 9.4, shall be submitted to exclusively and finally resolved by binding arbitration. 9.2.2 Any arbitration pursuant to the following procedures: i. After concerning 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 Dispute shall be an impartial person) appointed conducted in New York, New York, United States of America, unless otherwise agreed to by such party demanding arbitration, together with a statement of the matter Parties in controversy. iiwriting. 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 Each and any arbitration shall be an impartial person). If such parties fail to name an arbitrator, then the second arbitrator shall be named administered by the American Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who , and shall be an impartial person) within 30 days, or conducted in lieu of such agreement on a third arbitrator by accordance with 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 shall AAA (the “Rules”), as such Rules may be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyamended from time to time. iv9.2.3 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. The arbitration hearing shall be concluded If the Parties do not agree on a single neutral arbitrator within ten (10) days unless otherwise ordered by the arbitrators after receipt of an arbitration notice, each Party shall select one (1) arbitrator and the written award thereon 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 arbitrator shall be made entitled to act as the sole arbitrator to resolve the Dispute or any all unresolved issues subject to the arbitration. Each and every arbitrator of the arbitration panel conducting the arbitration must and shall agree to render an opinion within fifteen twenty (1520) days after the close of submission of evidence. An final hearing before the panel. 9.2.4 The decision or award rendered by a majority of the arbitrators appointed pursuant to this Agreement arbitrator(s) shall be final final, binding, and binding on all parties 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 case of fraud. The arbitrator(s) shall, upon the request of any Party, issue a written opinion of 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) and the arbitration proceedings; provided, however, that the arbitrator(s) may exercise discretion to award costs, including attorney’s fees, to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award prevailing Party. Without limiting any other remedies that may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b.available under applicable law, the parties stipulate that the provisions of this Section arbitrator(s) shall be a complete defense have no authority to any suit, action or proceeding instituted in any federal, state or local court or 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 award provisional remedies 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 nature whatsoever, or punitive, special, consequential, or any other party to an arbitration in the course similar form of an arbitration hereunder without the prior written consent of such other partydamages.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto (a) Any dispute, controversy or claim arising out of or in connection with relating to the Company's obligations to pay severance benefits under this Agreement Agreement, or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachbreach thereof, shall be submitted to settled and resolved solely by arbitration pursuant to in accordance with 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 ("AAA") except as otherwise provided herein. The arbitration shall be incorporated by reference at the sole and exclusive forum for resolution of any such hearing claim for severance benefits and the substantive laws arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to 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 to Xx. Xxxxxx, in the case of the Company, or to the Southern Board, in the case of Xx. Xxxxxx. (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators shall apply the law of the State of Texas (Georgia, to the extent not preempted by federal law, excluding conflict any law which would require the application of laws provisions) shall applythe law of another state. iv. (d) The arbitration hearing parties shall be concluded within ten (10) days unless otherwise ordered by the appoint arbitrators and the written award thereon shall be made within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Xx. Xxxxxx, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the close service of submission demand for arbitration, the third arbitrator shall be selected by the AAA. (e) The arbitration filing fee shall be paid by Xx. Xxxxxx. All other costs of evidencearbitration shall be borne equally by Xx. An 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 a majority of the arbitrators appointed in any such arbitration, including any award of injunctive relief, 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 from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be 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 Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall be final prevent any court from entering and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on enforcing in any lawful manner such award judgments for permanent equitable relief as may be entered and enforced by either party in any court necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of competent jurisdictionarbitral awards pursuant to this Paragraph 5. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with under 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 settled by arbitration before a single arbitrator 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 commercial law rules of the American Arbitration Association Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this Section 7.5. The arbitrator shall be incorporated selected by reference at such hearing and the substantive laws joint agreement of the State Indemnifying Party and Indemnified Party, but if they do not so agree within 20 days after the date of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and notice referred to above, the written award thereon selection shall be made within fifteen (15) days after pursuant to the close rules from the panels of submission of evidencearbitrators maintained by such Association. An 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 majority written opinion of the arbitrators appointed pursuant to this Agreement arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding on all parties to without right of appeal. Each party shall pay its own expenses of arbitration and the proceeding, shall resolve the question of costs expenses of the arbitrators and all related mattersarbitrator shall be equally shared; provided, and judgment on such award may be entered and enforced by either party however, that if in the opinion of the arbitrator any court of competent jurisdiction. v. Except as set forth in Section 15.b.claim for indemnification or any defense or objection thereto was unreasonable, the parties stipulate that arbitrator may assess, as part of his award, all or any part of the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 expenses of the other parties; nor will 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 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 an arbitration disclose to solve disputes hereunder. Nothing contained in this Section 7.5 shall prevent the parties from settling any third party dispute by mutual agreement at 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 partytime.

Arbitration. All disputes and controversies A. As a condition precedent to any right of every kind and nature between action hereunder, any parties hereto irreconcilable dispute arising out of the interpretation, performance or in connection with breach of this Agreement Contract, including the formation or validity thereof, whether arising before or after the transactions described herein as to expiry or termination of the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachContract, shall be submitted for decision to a panel of 3 arbitrators. Notice requesting arbitration pursuant will be 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 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. B. The Company shall have the option to either litigate or arbitrate where: 1. The Reinsurer makes any allegation of misrepresentation, together with a statement non-disclosure, concealment, fraud or bad faith; or 2. The Reinsurer experiences any of the matter circumstances set forth in controversysubparagraphs 1 through 7 of paragraph A of the SPECIAL TERMINATION ARTICLE. 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 C. One arbitrator shall be appointed by the AAAeach party. If any either party fails to appoint its arbitrator appointed hereunder shall die, resign, refuse or become unable within 30 days after being requested to act before an arbitration decision is rendered, then the vacancy shall be filled do so by the method set forth in this Section for other party, the original appointment latter, after 10 days notice by certified mail or reputable courier as provided above of such its intention to do so, may appoint the second arbitrator. iiiD. 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 to appoint the third arbitrator. If the American Arbitration Association fails to appoint the third arbitrator within 30 days of being requested to do so, either party may request a district court judge of the 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 briefs, discovery procedures and schedules for hearings. The panel shall be relieved of all judicial formality and shall not be bound by the strict rules of procedure and evidence. Unless the panel agrees otherwise, arbitration shall take place in DeRidder, Louisiana but the venue may be changed when deemed by the panel to be in the best interest of the arbitration proceeding. Insofar as the arbitration panel looks to substantive law, it shall consider the law of the State of Louisiana. The decision of any 2 arbitrators when rendered in writing shall be final and 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. 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 arbitration costs arbitrator and expensesshall jointly and equally bear with the other party the cost of the third arbitrator. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceeding, shall resolve the question of remaining costs of the arbitrators and all related matters, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section arbitration shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or allocated by the transactions described hereinpanel. The arbitration provisions hereof shallpanel may, with respect at its discretion, award such further costs and expenses as it considers appropriate, including but not limited to such controversy or disputeattorneys fees, survive to 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 extent permitted by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other partylaw.

Arbitration. All disputes and controversies of every kind and nature between If any parties hereto controversy, claim or dispute arising out of or in connection with relating to this Agreement or the transactions described herein as 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 constructionother 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), validitythe 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, interpretation the controversy, claim or meaning, performance, non-performance, enforcement, operation or breach, dispute shall be submitted to 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 administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (“AAA Rules”) and subject to the “AAA”). The two arbitrators so selected Federal Arbitration Act, 9 U.S.C. Sections 1 et seq., and judgment on any award thereby rendered may be entered in any court having jurisdiction thereof. (a) Any such arbitration shall name a proceed as promptly and as expeditiously as possible (and the 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 (who shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator appointed by the two arbitrators so appointed, the third arbitrator party-appointed arbitrators. Arbitration shall be appointed initiated by written notice of intention to arbitrate made pursuant 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 expensesAAA Rules. The arbitration hearing claimant shall be held identify its appointed arbitrator in Dallasthe notice of intention to arbitrate, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) respondent shall apply. iv. The arbitration hearing shall be concluded identify its appointed arbitrator within ten (10) days unless otherwise ordered 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 the written award thereon gas industry. (b) Nothing in this Section shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant deemed to this Agreement shall be final and binding on all parties preclude any party from applying 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 of competent jurisdictionjurisdiction 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 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. v. Except as set forth in Section 15.b., the (c) The parties stipulate hereby agree that the provisions of this Section costs and expenses, including attorneys’ fees, incurred in connection with any arbitration or court proceeding hereunder shall be a complete defense to any suit, action or proceeding instituted awarded in any federal, state or local court or 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 favor of the other parties; nor will any prevailing party to an and against the losing party as determined by the arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in panel or court, as the course of an arbitration hereunder without the prior written consent of such other partycase may be.

Arbitration. All disputes If the grievance has not been resolved at Step 3, the Union may refer the dispute to final and controversies binding arbitration by notifying the Port in writing of every kind and nature between any parties hereto 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 its submission to 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 within ten (who shall be an impartial person10) appointed by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 calendar days after receipt of such demandthe Port’s Labor Relations representative written response at Step 3. Within ten (10) calendar days from sending its notice, the other Union shall file for arbitration with the Public Employment Relations Commission and select to receive a list of arbitrators or 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 shallmay 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 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 in arriving at a written notice delivered decision of the issue or issues presented; and shall confine his/her decision solely to the first partyinterpretation, name such parties’ application, or enforcement of this agreement. The arbitrator (who shall be an impartial person)confine himself/herself to the precise issue submitted for arbitration, and shall have no authority to determine any other issues not submitted to him/her. If such parties fail to name an arbitrator, then The decision of the second arbitrator shall be named by final and binding upon the American Arbitration Association (the “AAA”)aggrieved employee, Union and Port. The two arbitrators so selected Port and the Union shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu share equally the fees and expenses 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdictionpresenting grievances and/or arbitrations under this agreement including attorney’s fees. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto A. Any controversy, dispute or claim arising out of or in connection with relating to this Agreement or the transactions described herein as breach hereof which cannot be settled by mutual agreement (other than with respect to the constructionmatters covered by Section IX for which JTAX may, validitybut will not be required to, interpretation seek injunctive relief) will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or meaningif not applicable, performance, non-performance, enforcement, operation or breach, shall 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 pursuant in Parsippany, New Jersey, 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 Association, before 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 single arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an in accordance with the 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 rules of the American Arbitration Association shall be incorporated by reference at such hearing and Association, modified only as herein expressly provided. After the substantive laws of the State of Texas aforesaid twenty (excluding conflict of laws provisions20) shall apply. iv. The arbitration hearing shall be concluded within days, either party, upon ten (10) days unless otherwise ordered by notice to the arbitrators and other, may so submit the written award thereon shall be made within fifteen (15) days after points in dispute to arbitration. The arbitrator may enter a default decision against any party who fails to participate in the close of submission of evidence. An award rendered by a majority arbitration proceedings. B. The decision of the arbitrators appointed pursuant to this Agreement shall arbitrator on the points in dispute will be final final, unappealable and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related mattersbinding, and judgment on such the award may be entered in any court having jurisdiction thereof. C. Except as otherwise provided in this Agreement, the arbitrator will be authorized to apportion its fees and enforced 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 in with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court of competent jurisdiction. v. Except as set forth in Section 15.b.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 stipulate that the provisions of this Section shall be hereto hereby waive any and all right to a complete defense to any suit, action trial by jury in or proceeding instituted in any federal, state or local court or 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 disputelitigation. E. The parties will keep confidential, 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 and will any party to an arbitration not disclose to any third party person, except as may be required by law, the existence of any confidential information disclosed by controversy hereunder, the referral of any other party such controversy to an arbitration in or the course of an arbitration hereunder without the prior written consent of such other partystatus or resolution thereof.

Arbitration. All disputes and controversies of every kind and nature Except as otherwise expressly provided elsewhere in this Agreement, in the event that any dispute should arise between any the parties hereto arising out of as to the meaning, effect, performance, enforcement, or other issue in connection with this Agreement or Agreement, which dispute cannot be resolved by the transactions described herein as to parties, the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, dispute shall be submitted to decided by final and binding arbitration pursuant to the following procedures: i. After of a dispute or controversy arises, any party may, panel of three arbitrators. Proceedings 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 arbitration and its conduct shall be an impartial person) appointed governed by such party demanding arbitration, together with a statement the rules 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”)) applicable to commercial arbitrations (the “Rules”) except as modified by this Section. The two arbitrators so selected Employee 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 appointedappoint one arbitrator, the Company shall appoint one arbitrator, and the third arbitrator shall be appointed by the AAAtwo arbitrators appointed by the parties. If any The third 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 impartial and shall serve as chairman of the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expensespanel. The parties shall appoint their arbitrators within thirty (30) days after the demand for arbitration hearing is served, failing which the AAA promptly shall be held in Dallasappoint a defaulting party’s arbitrator, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of two arbitrators shall select the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made 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 submission evidence or other termination of evidence. An award rendered the proceedings by the panel, and the decision of a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all upon the 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 proceedingpublic. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall resolve be shared equally by the question of parties. The costs of the arbitrators and all related mattersarbitration, and judgment on such award may be entered and enforced by either party in any court including the fees of competent jurisdiction. v. Except as set forth in Section 15.b.AAA, the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted borne as directed in any federal, state or local court or 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 decision 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 partypanel.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any dispute or controversy arising out of or in ----------- connection with this Agreement or the transactions described herein as to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or operation, breach, continuance or termination thereof shall be submitted to arbitration pursuant to the following proceduresprocedure: i. After a dispute or (i) Either party may demand such arbitration in writing after the controversy arises, any party may, in a written notice delivered to the other parties to the dispute, which demand such arbitration. Such notice shall designate include the name of the arbitrator (who shall be an impartial person) appointed by such the party demanding arbitration, together with a statement of the matter in controversy. (ii. ) Within 30 15 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who party shall be an impartial person). If such parties fail to name an arbitrator, then the second or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association (Association, and the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days15 days or, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the a 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 Arbitration Committee of the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitratorAmerican Arbitration Association. (iii. Each ) Subject to the provisions of paragraph 5 (ii) hereof, each party shall bear the cost of the arbitrator appointed by it or on its behalf and its own legal fees, and the remaining costs of the arbitration costs and expenses. shall be borne equally by each party. (iv) The arbitration hearing shall be held in Dallas, Texas at a location designated site in Port Xxxxxx, Texas, to be agreed to by a majority of the arbitrators. The Commercial Arbitration Rules of arbitrators on 10 days' written notice to the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyparties. iv. (v) The arbitration hearing shall be concluded within ten (10) 10 days unless otherwise ordered by a majority of the arbitrators arbitrators, and the written award thereon shall be made within fifteen (15) 10 days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 the highest court, state of competent federal, having jurisdiction. v. Except as set forth in Section 15.b., the . The parties stipulate that the provisions of this Section hereof shall be a complete defense to any suit, action or proceeding instituted in any federal, state state, or local court or before any administrative tribunal with respect to any controversy or dispute arising out during the period of this Agreement or the transactions described hereinand which is arbitrable as herein set forth. 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. All disputes and controversies of every kind and nature between any parties hereto Any dispute or controversy arising out of under or in connection with this Agreement shall be settled exclusively by arbitration in Indianapolis, Indiana by three arbitrators, one of whom shall be appointed by the Company, one of whom shall be appointed by the Executive, and the third of whom shall be appointed by the first two arbitrators. If either the Company or the transactions described herein as Executive fails to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After appoint an arbitrator within 20 days of a dispute or controversy arises, any party may, request in a written notice delivered to writing by the other parties to do so, or if the dispute, demand such arbitration. Such notice shall designate first two arbitrators cannot agree on the name appointment of the a third 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 within 20 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 daysis designated, or in lieu of then such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAAChief Judge of the United States District Court located in the city of Indianapolis, or upon his failure to act, by the American Arbitration Association so as to enable the arbitrators to render an award within 90 days after the three arbitrators have been appointed. If any arbitrator appointed hereunder shall dieFollowing the selection of arbitrators as set forth above, resign, refuse or become unable to act before an the arbitration decision is rendered, then the vacancy shall be filled by conducted promptly and expeditiously and in accordance with 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 rules of the American Arbitration Association shall be incorporated by reference Association. Pending the resolution of such dispute or controversy, the Company will continue to pay the Executive without interruption his full base salary at such hearing and the substantive laws of rate in effect immediately before the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties notice giving rise to the proceedingdispute was given and continue the Executive as a participant in all thrift, shall resolve incentive, compensation, pension, life insurance, health and accident or disability plans in which the question of costs of Executive was participating when the arbitrators and all related matters, and judgment on notice giving rise to the dispute was given at the level in effect immediately before such award notice. Judgment may be entered and enforced by either party on the arbitrator's award in any court of competent having jurisdiction. v. Except as set forth in Section 15.b.; provided, the parties stipulate however, that the provisions of this Section Executive shall be a complete defense entitled to seek specific performance of his right to be paid during the pendency of any suit, action dispute or proceeding instituted controversy arising under or in any federal, state or local court or before any administrative tribunal connection 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 The Company shall bear all of the expenses relating 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 partyunder this Agreement.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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 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 30 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 DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv. ) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (v) Except as set forth in Section 15.b.19(b) and (c), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature (a) Any controversy between any the parties hereto 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, 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 pursuant to the following procedures:by an Arbitral Tribunal as hereinafter provided. i. After a dispute or controversy arises, any party may, in a written notice delivered to the other (b) The parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who arbitration shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversyAdministrator and the Recipient. ii. Within 30 days after receipt (c) The Arbitral Tribunal shall consist 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 three 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 appointed as follows: one arbitrator shall be appointed by the AAAAdministrator; 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 hereunder in accordance with this Section shall die, resign, refuse die or become unable to act before an arbitration decision is renderedact, then the vacancy a successor arbitrator shall be filled by appointed in the method set forth in this Section same manner as herein prescribed for the original appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. iii(d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Each 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 bear its own 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 costs 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 expenses. The arbitration hearing place as shall be held 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 the provisions of this Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be by majority vote. (h) The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in Dallas, Texas at a location designated writing. Such award may be rendered by default. An award signed by a majority of the arbitratorsArbitral Tribunal shall constitute the award of such Tribunal. The Commercial Arbitration Rules A signed counterpart of the American Arbitration Association award shall be incorporated by reference at transmitted to each party. Any such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that accordance with the provisions of this Section shall be a complete defense final and binding upon the parties to the Trust Fund Grant Agreement. Each party shall abide by and comply with any suit, action or proceeding instituted such award rendered by the Arbitral Tribunal in any federal, state or local court or before any administrative tribunal accordance with respect to any controversy or dispute arising out 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 transactions described hereinother 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 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 proceeding 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 arbitration provisions hereof shall, with respect parties to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose Trust Grant Agreement waive any and all other requirements for the existence or results service 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 partynotice or process.

Arbitration. All Except with regard to Section 6, all disputes and controversies between the parties or any claims concerning the performance, breach, construction or interpretation of every kind and nature between this Agreement, or in any parties hereto manner 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 breachAgreement, shall be submitted to binding arbitration pursuant in accordance with the Commercial Arbitration Rules, as amended from time to the following procedures: i. After a dispute or controversy arisestime, 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 , which arbitration shall be an impartial person) within 30 days, or carried out 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 manner set forth in this Section for the original appointment of such arbitrator.below: 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within a. Within fifteen (15) days after written notice by one party to the close other party of submission its demand for arbitration, which demand shall set forth the name and address of evidenceits designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. An award rendered 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 as the third arbitrator. The dispute shall be heard by a majority the arbitrators within ninety (90) days after appointment of the third arbitrator. The decision of any two (2) or all three (3) of the arbitrators appointed pursuant to this Agreement 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 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 binding on all parties to parties. Judgment upon any award rendered by the proceedingarbitrators may be entered into any court having competent jurisdiction without any right of appeal. c. Each party shall pay its or his own expenses of arbitration, shall resolve and the question of costs expenses of the arbitrators and all related mattersthe arbitration proceeding shall be shared equally. However, and judgment on such award may be entered and enforced by either party if in the opinion of a majority of the arbitrators, any court of competent jurisdiction. v. Except as set forth in Section 15.b.claim or defense was unreasonable, the parties stipulate that arbitrators may assess, as part of their award, all or any part of the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 expenses of the other parties; nor will any party to an (other than attorneys’ fees, which are addressed in Section 7.5 below) and of the arbitrators and the 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 partyproceeding.

Arbitration. All (a) The terms of this Paragraph 11 contain the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except those arising under the provisions of Paragraph 6, above. Nothing in this Paragraph 11 shall prohibit a party from seeking and controversies obtaining injunctive relief from a court of every kind competent jurisdiction pending the outcome of arbitration. A party bringing an action for injunctive relief shall not be deemed to have waived his or its right to demand arbitration of all disputes. The parties irrevocably waive any and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as all rights to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, 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 submitted null and void and of force or effect. (b) Either party desiring to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a arbitrate shall give written notice delivered to the other parties to party within a reasonable period of time after the dispute, demand such arbitration. Such notice shall designate the name party becomes aware of the arbitrator (who shall be an impartial person) appointed by such party demanding need for 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 conducted in Dallasthe County of Santa Clara , Texas at a location designated by a majority of California, in accordance with the arbitrators. The Commercial Arbitration National Rules of the American Arbitration Association ("AAA"), and shall be incorporated conducted by reference at such hearing and a single arbitrator selected from the substantive laws approved AAA panel or by stipulation of the State parties. In any arbitration hereunder, the parties shall be entitled to all rights of Texas (excluding conflict discovery provided for in the California Code of laws provisions) shall apply. ivCivil Procedure for judicial proceedings. The arbitration hearing arbitrator shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close give effect to statutes of submission of evidencelimitation in determining any claim. An award rendered by a majority The decision of the arbitrators appointed pursuant to this Agreement arbitrator shall be final and binding binding. Judgment on all parties 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 over the subject matter of the controversy. The prevailing party shall receive an award of costs and expenses related to the proceedingarbitration, shall resolve the question of including attorneys' fees. The fees and costs of the arbitrators arbitrator and all related matters, and judgment on such award may be entered and enforced by either party in the cost of any court record or transcript of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section arbitration shall be a complete defense to borne by the losing party. Should Officer or the Company institute any suit, legal action or administrative proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy claim waived by this agreement or pursue any dispute arising out of or matter covered by this Agreement or paragraph by any method other than said arbitration, the transactions described herein. The arbitration provisions hereof shall, with respect responding party shall be entitled 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 recover from 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 all damages, costs, expenses and attorneys' fees incurred as a result of such other partyaction.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b16.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto Any dispute, controversy or claim arising out of or relating in connection with any way to the employment of the Executive or this Agreement Agreement, or the transactions described herein Executive’s service as to an officer of Vivakor, including without limitation any dispute concerning the construction, validity, interpretation interpretation, enforceability or meaning, performance, non-performance, enforcement, operation or breachbreach of Agreement, shall be submitted solely and exclusively resolved by confidential, binding arbitration upon a Party’s submission of the dispute to arbitration. The demand for arbitration pursuant to shall be made within a reasonable time after the following procedures: i. After a claim, dispute or controversy arisesother 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 party maycourt with jurisdiction for interim or conservatory relief, in including without limitation a written 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 delivered to 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 disputearbitration, demand such arbitration. Such notice shall designate the name of the arbitrator (who arbitration shall be an impartial person) appointed by such party demanding arbitration, together conducted in accordance 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 then-existing Expedited Labor Arbitration Rules of the American Arbitration Association Association, and shall be incorporated by reference at such hearing held and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyconducted in Dallas County, Texas. iv. The arbitration hearing shall be concluded within ten (10d) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 Except as may be entered and enforced required by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b.law, the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 neither Party nor its representatives may disclose the existence existence, content, or results of any arbitration hereunder without the prior written consent of the other parties; nor Party. (e) No later than thirty (30) days after the selection of an 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 Parties 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 party to an arbitration disclose to any third party any confidential new information disclosed by any other party to an arbitration contained in the course other Party’s support memorandum. Within forty-five (45) days after the arbitrator’s appointment, 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 an 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, consequential, special, or indirect damages, or equitable 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 hereunder proceeding, as applicable (including, without limitation, reasonable attorneys’ fees and costs, expert fees, arbitrator fees, and related costs and expenses), shall be borne by the prior written consent non-prevailing Party. The cost of such other partyany proceeding in court to confirm or to vacate any arbitration award shall be borne by the non-prevailing Party thereto. For purposes of this subsection, the “non-prevailing Party” is the Party whose proposal was not selected by the arbitrator for award. (h) The arbitrator’s award or decision shall be final, binding, and non-appealable. It is specifically understood and agreed that any Party 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 opportunity to seek independent legal counsel regarding the process and potential impact of binding arbitration.

Arbitration. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. v. Except C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as one party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event 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 Section 15.b.the Trust Account Creation and Funding Provisions Article, the parties stipulate that Company and/or the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described hereinInsured may elect specific performance. 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.CIRT 2019-03

Arbitration. All disputes and controversies of every kind and nature (a) Any controversy between any the parties hereto 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, 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 pursuant to the following procedures:by an Arbitral Tribunal as hereinafter provided. i. After a dispute or controversy arises, any party may, in a written notice delivered to the other (b) The parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who arbitration shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversyAdministrator and the Recipient. ii. Within 30 days after receipt (c) The Arbitral Tribunal shall consist 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 three 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 appointed as follows: one arbitrator shall be appointed by the AAAAdministrator; 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 hereunder in accordance with this Section shall die, resign, refuse die or become unable to act before an arbitration decision is renderedact, then the vacancy a successor arbitrator shall be filled by appointed in the method set forth in this Section same manner as herein prescribed for the original appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. iii(d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Each 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 bear its own 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 costs 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 expenses. The arbitration hearing place as shall be held 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 the provisions of this Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be by majority vote. (h) The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in Dallas, Texas at a location designated writing. Such award may be rendered by default. An award signed by a majority of the arbitratorsArbitral Tribunal shall constitute the award of such Tribunal. The Commercial Arbitration Rules A signed counterpart of the American Arbitration Association award shall be incorporated by reference at transmitted to each party. Any such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that accordance with the provisions of this Section shall be a complete defense final and binding upon the parties to the Trust Fund Grant Agreement. Each party shall abide by and comply with any suit, action or proceeding instituted such award rendered by the Arbitral Tribunal in any federal, state or local court or before any administrative tribunal accordance with respect to any controversy or dispute arising out 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 transactions described hereinother 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 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 proceeding 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 arbitration provisions hereof shall, with respect parties to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose Trust Fund Grant Agreement waive any and all other requirements for the existence or results service 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 partynotice or process.

Arbitration. All disputes and controversies of every kind and nature (a) Any controversy between any the parties hereto 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, 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 pursuant to the following procedures:by an Arbitral Tribunal as hereinafter provided. i. After a dispute or controversy arises, any party may, in a written notice delivered to the other (b) The parties to the dispute, demand such arbitration. Such notice shall designate the name of the arbitrator (who arbitration shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversyAssociation and the Recipient. ii. Within 30 days after receipt (c) The Arbitral Tribunal shall consist 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 three 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 appointed as follows: one arbitrator shall be appointed by the AAAAssociation; 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 hereunder in accordance with this Section shall die, resign, refuse die or become unable to act before an arbitration decision is renderedact, then the vacancy a successor arbitrator shall be filled by appointed in the method set forth in this Section same manner as herein prescribed for the original appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator. iii(d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Each 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 bear its own 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 costs 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 expenses. The arbitration hearing place as shall be held 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 the provisions of this Section and except as the parties shall otherwise agree, determine its procedure. All decisions of the Arbitral Tribunal shall be by majority vote. (h) The Arbitral Tribunal shall afford to the parties a fair hearing and shall render its award in Dallas, Texas at a location designated writing. Such award may be rendered by default. An award signed by a majority of the arbitratorsArbitral Tribunal shall constitute the award of such Tribunal. The Commercial Arbitration Rules A signed counterpart of the American Arbitration Association award shall be incorporated by reference at transmitted to each party. Any such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that accordance with the provisions of this Section shall be a complete defense final and binding upon the parties to the Development Grant Agreement. Each party shall abide by and comply with any suit, action or proceeding instituted such award rendered by the Arbitral Tribunal in any federal, state or local court or before any administrative tribunal accordance with respect to any controversy or dispute arising out 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 transactions described hereinother 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 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 proceeding 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 arbitration provisions hereof shall, with respect parties to such controversy or dispute, survive the termination or expiration of this Agreement. No party to an arbitration may disclose Development Grant Agreement waive any and all other requirements for the existence or results service 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 partynotice or process.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto to this Agreement 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 arbitration pursuant to the following procedures: i. (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 thirty (30) days after receipt of such demand, the other parties shall, in a written notice delivered to the first partyparty 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 30 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 DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv. ) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (v) Except as set forth in Section 15.b.18(b) and (c), the parties stipulate that the provisions of this Section 18 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto Any controversy or claim arising out of or in connection with relating to this Agreement or any related agreement shall be settled by arbitration in accordance with the transactions described herein 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 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 constructionContemplated Transactions, validitysuch as claims based upon an allegation of fraud or misrepresentation and claims based upon a federal or state statute. In addition, interpretation or meaningthe arbitrators selected according to procedures set forth below shall determine the arbitrability of any matter brought to them, performance, non-performance, enforcement, operation or breach, and their decision shall be submitted to 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 pursuant to shall be Atlanta, Georgia, and the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to governing law for the other parties to arbitration shall be the dispute, demand such arbitration. Such notice shall designate the name law of the arbitrator (who State of Georgia, without reference to its conflicts of laws provisions. There shall be an impartial person) appointed by three arbitrators, unless the parties are able to agree on a single arbitrator. In the absence of such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 agreement within 10 days after receipt the initiation of such demandan arbitration proceeding, the other parties shallSeller shall select one arbitrator and Purchaser shall select one arbitrator, in and those two arbitrators shall then select, within 10 days, a written notice delivered to the first party, name such parties’ arbitrator (who shall be an impartial person)third arbitrator. If such parties fail to name an arbitrator, then the second arbitrator shall be named by the American Arbitration Association (the “AAA”). The those two arbitrators so selected shall name are unable to select a third arbitrator (who shall be an impartial person) within 30 dayssuch 10 day period, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the third arbitrator shall be appointed by the AAAcommercial panel of the American Arbitration Association. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration The decision is rendered, then in writing of at least two of the vacancy three arbitrators shall be filled by final and binding upon the method set forth in this Section for the original appointment of such arbitrator. iiiparties. Each party shall bear its own fees and expenses with respect to the arbitration costs and expensesany 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 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 Association, as modified by any other instructions that the parties may agree upon at the time, except that each party shall be incorporated by reference at such hearing have the right to conduct discovery in any manner and to the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered extent authorized by the arbitrators Federal Rules of Civil Procedure as interpreted by the federal courts. If there is any conflict between those rules and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section section, the provisions of this section shall prevail. 6.7.3 The arbitrators shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out bound by and shall strictly enforce the terms of this Agreement and may not limit, expand or the transactions described hereinotherwise modify its terms. The arbitration provisions hereof shall, arbitrators shall not have power to award damages in connection with respect to such controversy any dispute in excess of actual compensatory damages and shall not multiply actual damages or dispute, survive the termination award consequential 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 partypunitive damages.

Arbitration. All disputes If the procedures described in Section 11.4 and controversies Section 11.5 do not result in resolution of every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as dispute within 30 business days following a reference to mediation, the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, dispute shall be submitted to settled by arbitration pursuant to in accordance with 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 Commercial Arbitration Rules of the arbitrator AAA (the “AAA Rules”). Any Party may initiate the arbitration, as provided in the AAA Rules. The place of arbitration shall be San Xxxx, Puerto Rico, unless the Parties agree otherwise, and the language of the arbitration shall be English. The arbitral panel shall determine the rights and obligations of the Parties 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 be an impartial person) appointed by such party demanding arbitration, together with a statement act as chairman of the matter in controversy. ii. Within 30 days after receipt of such demand, the other parties shall, in a written notice delivered panel) 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 previously selected arbitrators. If the two previously-selected arbitrators so appointedcannot agree on the selection of the third arbitrator, the third arbitrator shall be appointed by selected in accordance with the AAAAAA Rules. If Once the arbitral panel has been composed, the arbitrators shall act as neutrals and not as Party arbitrators, and no Party shall engage in any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then ex parte communication with any member of the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitrator. iiiarbitral panel. Each party Party shall bear its own arbitration costs attorney fees, expenses and expensescosts. The arbitration hearing 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 in the arbitral award until paid in full. The award shall be held in Dallas, Texas at a location designated by a majority of writing and state the arbitratorsreasons upon which it is based. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceeding, shall resolve Parties. Judgment on 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 of with competent jurisdiction. v. Except as set forth in Section 15.b. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., the parties stipulate that the provisions of shall govern any arbitration conducted pursuant to this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 party11.6.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any dispute or controversy arising out of or in connection with this Agreement or the transactions described herein as to whether the constructionExecutive (or his spouse) is entitled to a retirement (or survivor's) benefit, validity, interpretation the amount thereof or meaning, performance, non-performance, enforcement, operation or breach, other matter shall be submitted to arbitration pursuant to the following proceduresprocedure: i. After a dispute or (a) Either party may demand such arbitration in writing after the controversy arises, any party may, in a written notice delivered to the other parties to the dispute, which demand such arbitration. Such notice shall designate include the name of the arbitrator (who shall be an impartial person) appointed by such the party demanding arbitration, together with a statement of the matter in controversy. ii. (b) Within 30 15 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who party shall be an impartial person). If such parties fail to name an arbitrator, then the second or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association (Association, and the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days15 days or, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the appointed a 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 Arbitration Committee of the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitratorAmerican Arbitration Association. iii. Each party (c) The Company shall bear its own all arbitration costs and expenses. , including without limitation any legal fees and expenses incurred by the Executive(or his spouse) in connection with such arbitration procedure. (d) The arbitration hearing shall be held in Dallas, Texas at a location designated site in Houston, Texas, to be agreed to by a majority of the arbitrators. The Commercial Arbitration Rules of arbitrators on ten days' written notice to the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyparties. iv. (e) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by a majority of the arbitrators arbitrators, and the written award thereon shall be made within fifteen (15) ten days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent the highest court, state or federal, having jurisdiction. v. Except as set forth in Section 15.b., the . The parties stipulate that the provisions of this Section hereof shall be a complete defense to any suit, action action, or proceeding instituted in any federal, state state, or local court or before any administrative tribunal with respect to any controversy or dispute arising out of under this Agreement or the transactions described hereinAgreement, and which is arbitrable as herein set forth. 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. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as (a) Except for matters that are subject to the constructiondispute resolution procedures set forth in Sections 3.7, validity11.2(j) and 12.1(e) and for the matters set forth in Sections 6.6 and 10.2, interpretation or meaning, performance, non-performance, enforcement, operation or breach, any Dispute among the Parties shall be submitted to resolved through final and binding arbitration. (b) The 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 conducted in accordance with a statement the Commercial Arbitration Rules 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”) in effect at the time the arbitration of the Dispute is initiated (the “AAA Rules”). (c) The arbitration shall be conducted by 3 arbitrators and conducted in Dallas, Texas. The two Within 30 days of either Party providing notice to the other Party of a Dispute, each of Buyer and Seller shall appoint one arbitrator, and the 2 arbitrators so selected appointed shall name a select the third and presiding arbitrator (who within 30 days following appointment of the second party-appointed arbitrator. If either Party fails to appoint an arbitrator within the permitted time period or if the Party-appointed arbitrators fail to appoint the presiding arbitrator within the permitted time period, then the missing arbitrator(s) shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator selected by the two arbitrators so appointed, AAA as appointing authority in accordance with the third AAA Rules. Any arbitrator shall be appointed by the AAA. If any arbitrator Party-appointed hereunder shall die, resign, refuse arbitrators or become unable to act before an arbitration decision is rendered, then the vacancy AAA shall be filled a member of the Large, Complex Commercial Case Panel of the AAA or a member of the Center of Public Resources Panel of Distinguished Neutrals. All arbitrators shall be and remain at all times independent and impartial, and, once appointed, no arbitrator shall 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 method set forth Dispute. No arbitrator shall have been an employee or consultant to any Party or any of its Affiliates within the 5 year period preceding the arbitration, or have any financial interest in this Section for the original appointment of such arbitratorDispute. 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 (d) All decisions of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon arbitral tribunal shall be made within fifteen (15) days after the close of submission of evidenceby majority vote. An The award rendered by a majority of the arbitrators appointed pursuant to this Agreement 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 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 of competent jurisdictionjurisdiction hereunder. v. Except (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. 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 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 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 served on a Party in the manner set forth in Section 15.b15.8., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. (a) All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with under 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 settled by arbitration in Boca Raton, Florida, before a single arbitrator 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 rules of the American Arbitration Association Association. Arbitration may be commenced at any time by any party hereto giving written notice to each other party to a dispute that such dispute has been referred to arbitration under this Section. The arbitrator shall be incorporated selected by reference at such hearing the joint agreement of Bank and Officer, but if they do not so agree within 20 days after the substantive laws date of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by notice referred to above, the arbitrators and the written award thereon selection shall be made within fifteen (15) days after pursuant to the close rules from the panels of submission of evidencearbitrators maintained by such Association. An 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 majority written opinion of the arbitrators appointed pursuant to this Agreement arbitrator giving the reasons for the award. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding on and there shall be 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 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 legally permitted hereunder and the parties to any dispute hereunder may not at the proceedingtime of such dispute mutually agree to submit such dispute to arbitration, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such award any party may be entered and enforced by either party commence a civil action in any a court of competent jurisdiction. v. Except as set forth appropriate jurisdiction to solve disputes hereunder. Nothing contained in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to prevent the parties from settling any suit, action or proceeding instituted in dispute by mutual agreement at any federal, state or local court or 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 partytime.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto (a) Any action, dispute, claim or controversy (a “Dispute”) arising out of or in connection with relating to this Agreement or which is not resolved by the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Parties shall be submitted to finally resolved by 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 procedures of the arbitrator Commercial Arbitration Rules (who shall be an impartial personthe “AAA Rules”) 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”) and in accordance with this Section 17, and judgment on the award may be entered in any court having jurisdiction thereof. The seat of the 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 name shall, within 15 days of their appointment, select a third arbitrator (who shall be serve as the chairperson of the Arbitration Panel. If a party fails to appoint an impartial person) within 30 daysarbitrator as provided herein, or in lieu of such agreement on if the arbitrators selected by the parties are unable or fail to agree upon a third arbitrator by the two arbitrators so appointedwithin 20 days of their appointment, the third 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 AAAnature of the Dispute. If any Should an arbitrator appointed hereunder shall die, resign, refuse to act, or become unable to act before incapable of performing his or her functions as an arbitration decision is renderedarbitrator, then the AAA may declare a vacancy on the Arbitration Panel. The vacancy shall be filled by the method set forth in this Section 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 the original appointment of such arbitratorArbitrators. iii. Each party (c) The Arbitration Panel shall bear its own arbitration costs and expenses. The arbitration hearing shall be held determine the matters at issue in Dallas, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and Dispute in accordance with the substantive laws of the State of Texas (excluding conflict of laws provisions) Texas. In the event that there shall applybe 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. iv. (d) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be in writing, shall state the reasons therefor and shall be deemed final and binding on all the parties to the proceedingDispute. In its award, shall resolve the question of Arbitration Panel may apportion the costs of arbitration, including fees of the arbitrators and all related mattersarbitrators, attorneys, and judgment on expert witnesses, between or among the parties to the Dispute in such award may be entered and enforced by either party in any court manner as it deems reasonable, taking into account the circumstances of competent jurisdiction. v. Except as set forth in Section 15.b.the case, the conduct of the parties stipulate that during the provisions proceedings, and the result of this Section shall be a complete defense the arbitration, including requiring one party to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect the Dispute to any controversy or dispute arising out of this Agreement bear all 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 majority of such other partycosts and fees.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any controversy or claim arising out of or in connection with relating to this Agreement Guaranty Agreement, or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachany alleged breach thereof, shall be submitted to determined by 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 administered by the American Arbitration Association 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 be appointed by the first two. The party demanding arbitration shall appoint its arbitrator in its notice of arbitration (the “AAANotice of Arbitration”). The two arbitrators so selected responding party (the “Respondent”) shall name a third appoint its arbitrator (who within 30 days of its receipt of the Notice of Arbitration. In the event of the Respondent’s failure to appoint its arbitrator within that 30-day period, the Respondent’s arbitrator shall be an impartial person) within 30 days, or in lieu of such agreement on a third arbitrator appointed by the two arbitrators so appointed, the American Arbitration Association. The third arbitrator shall be appointed by the AAAtwo arbitrators of the parties within 30 days of the appointment of the latter of the two. If any the two arbitrators fail to appoint the third arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is renderedwithin that 30-day period, 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 shall appoint the third arbitrator. The place of arbitration shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. ivNew York, New York. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and final, binding on all parties the parties, not subject to the proceedingany appeal, shall resolve deal with the question of costs of the arbitrators arbitration and all matters related mattersthereto, and judgment on such shall award PG&E any reasonable attorneys’ fees and all other costs and expenses incurred by PG&E in enforcing this Guaranty. The language of the arbitration shall be English, and the arbitration award shall be written in English. The arbitration panel shall decide in law and not as "amiables compositeurs" or ex aequo et xxxx. Judgment upon the award rendered may be entered and enforced by either party in any court having jurisdiction or application may be made to such court for a judicial recognition of competent jurisdiction. v. Except the award or an order of enforcement thereof, as set forth in Section 15.b., the case may be. Each of the parties stipulate hereto agrees that any legal suit, action or proceeding brought by any party to this Guaranty Agreement to enforce an award or an order of enforcement, or otherwise relating to any arbitration hereunder, may be instituted in any U.S. federal or state court in New York, New York, and waives any objection which it may now or hereafter have to the provisions laying of this Section shall be a complete defense venue of any such proceedings, and irrevocably submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding instituted in proceeding, waiving any federalobjection or defense based on jurisdiction, state venue or local court or 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 partyinconvenient forum.

Arbitration. All disputes If, after such good faith participation in such mediation process set forth in Section 15.3(b), the Parties cannot resolve such dispute, such dispute shall be finally resolved by binding arbitration in accordance with the CPR Rules for Administered Arbitration by three arbitrators, of whom each of Licensor and controversies Licensee shall designate one, with the third arbitrator to be designated by the two Party-appointed arbitrators. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of every kind the 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 nature between 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 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 file an appeal only under the CPR Arbitration Appeal Procedure from any parties hereto final award of an arbitral panel in any arbitration arising out of or in connection with related to this Agreement or Agreement. Unless otherwise agreed by the transactions described herein as to Parties and the constructionappeal tribunal, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, the appeal shall be conducted at the place of the original arbitration. (iv) In the event that a dispute is submitted to arbitration pursuant 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 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 shall be incorporated by reference at such hearing clear and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyconvincing evidence standard. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes Final and controversies of every kind and nature between any parties hereto arising out of or binding arbitration in connection accordance with this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Section 10.7 shall be submitted to arbitration pursuant to in accordance with 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 Commercial Arbitration Rules and Supplementary Procedures for Large Complex Disputes 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”)) by a single arbitrator. The two arbitrators so selected shall name a third arbitrator Either Party may, following the end of the good faith negotiation period referenced in Section 10.7.2, refer any Dispute (who shall be other than an impartial personExcluded Dispute) within 30 days, or in lieu to arbitration by submitting written notice to the other Party. Within fifteen (15) Business Days of delivery of such agreement on a third arbitrator by the two arbitrators so appointednotice, the third Parties shall meet and discuss in good faith and agree on (a) an arbitrator to resolve the issue, which arbitrator shall be appointed by 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 AAApharmaceutical industry and other relevant experience and (b) any changes in these arbitration provisions or the rules of arbitration 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 any the Parties cannot agree on such 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made 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. The arbitration shall be held in New York, New York, and the proceedings shall be conducted in the English language. The arbitrators may proceed to an award, notwithstanding the failure of either Party to participate in the proceedings. The arbitrator shall be instructed that time is of the essence in the arbitration proceeding. The arbitrator shall, within forty-five (45) calendar days after the close of submission of evidence. An award rendered by a majority conclusion of the arbitrators appointed pursuant to this Agreement arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator shall be final and binding on all parties authorized to award compensatory damages, but shall not be authorized to (i) award non-economic or punitive damages to the proceedingextent expressly excluded under this Agreement, shall resolve the question of costs of the arbitrators and all related mattersor (ii) reform, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action modify or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of materially change 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.other

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any dispute arising out of or in connection relating to Article 5 of this Lease (with this Agreement or the transactions described herein as respect to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, issues expressly stated therein) shall be submitted to and determined in binding arbitration pursuant to under 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 Association. The arbitration shall be incorporated conducted before and by reference at such hearing a single arbitrator selected by the parties 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. If the substantive laws parties have not selected an arbitrator within thirty (30) days of written demand for arbitration, the State arbitrator shall be selected by the American Arbitration Association pursuant to the then current rules of Texas (excluding conflict of laws provisions) shall apply. ivthat 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 authorized to award consequential, special, indirect or punitive damages. The parties agree that the arbitration hearing shall be held within thirty (30) business days following notification to the parties of the appointment of such arbitrator, and that the arbitration proceedings shall be concluded within ten thirty (1030) business days unless otherwise ordered 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 arbitrators and the written award thereon arbitrator (which shall be made within fifteen (15) days after the close same for both parties). Each party shall bear all its own expenses of submission of evidence. An award rendered by a majority arbitration and shall bear equally the costs and expenses of the arbitrators appointed pursuant to this Agreement arbitrator. All arbitration proceedings shall be conducted in the City of Boston, Commonwealth of Massachusetts. The arbitrator’s decision shall be final and binding on all parties to the proceedingparties. Landlord and Tenant further agree that they will faithfully observe this Lease and rules, shall resolve and that they will abide by and perform any award rendered by the question of costs arbitrator and that a judgment of the arbitrators and all related matters, and judgment on such award court having jurisdiction may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., upon the parties stipulate that award. The duty to arbitrate shall survive the provisions cancellation or termination of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 partyLease.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto (a) Any dispute, controversy or claim arising out of or in connection with relating to the Company's obligations to pay severance benefits under this Agreement Agreement, or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachbreach thereof, shall be submitted to settled and resolved solely by arbitration pursuant to in accordance with 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 ("AAA") except as otherwise provided herein. The arbitration shall be incorporated by reference at the sole and exclusive forum for resolution of any such hearing claim for severance benefits and the substantive laws arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to 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 to Xx. Xxxxxxxxx, in the case of the Company, or to the Southern Board, in the case of Xx. Xxxxxxxxx. (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators shall apply the law of the State of Texas (Georgia, to the extent not preempted by federal law, excluding conflict any law which would require the application of laws provisions) shall applythe law of another state. iv. (d) The arbitration hearing parties shall be concluded within ten (10) days unless otherwise ordered by the appoint arbitrators and the written award thereon shall be made within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Xx. Xxxxxxxxx, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the close service of submission demand for arbitration, the third arbitrator shall be selected by the AAA. (e) The arbitration filing fee shall be paid by Xx. Xxxxxxxxx. All other costs of evidencearbitration shall be borne equally by Xx. An 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 a majority of the arbitrators appointed in any such arbitration, including any award of injunctive relief, 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 from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be 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 Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall be final prevent any court from entering and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on enforcing in any lawful manner such award judgments for permanent equitable relief as may be entered and enforced by either party in any court necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of competent jurisdictionarbitral awards pursuant to this Paragraph 5. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All A. Prior to 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 such longer period as the 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 be resolved without resort to any litigation. Any and controversies of every kind all disputes or differences between the Ceding Company and nature between any parties hereto the Reinsurer arising out of this Agreement, including, but not limited to, disputes or in connection with this Agreement or the transactions described herein as differences relating to the constructioninterpretation or performance of this Agreement, its formation or validity, interpretation or meaningany transaction under this Agreement, performance, non-performance, enforcement, operation whether arising before or breachafter termination, shall be submitted to arbitration. Arbitration shall be the sole method of dispute resolution, regardless of the insolvency of either party, unless the conservator, receiver, liquidator or statutory successor is specifically exempted from arbitration pursuant to proceeding by applicable state law of the following procedures:insolvency. i. After a dispute or controversy arises, any party may, in a C. Arbitration shall be initiated by the delivery of written notice delivered of demand for arbitration (“Arbitration Notice”) by one party to the other parties to the dispute, demand such arbitrationanother. Such written notice shall designate the name of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with contain a brief statement of the matter issue(s), remedies sought, and the failure of the parties to reach amicable agreement as provided in controversyParagraph A above. 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 D. The arbitrators and umpire shall be an impartial person). If such present or former disinterested officers of life reinsurance or insurance companies other than the two 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 daysthis Agreement or any company owned by, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointedaffiliated with, 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. iiieither party. Each party shall bear its own arbitration costs appoint an individual as arbitrator and expensesthe 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 hearing hearings shall be held in Dallas, Texas at a location designated by a the city in 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 (180) days of the selection of the umpire 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 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 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 decide the dispute. G. The decision in writing of the majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement panel shall be final and binding on all upon the parties. Judgment may be entered upon the final decision of the 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 proceedinghearing site, etc.). Costs incurred solely by one of the parties shall resolve be borne by that party. Once the question of costs panel has been selected, the panel shall agree on one billable rate for each of the arbitrators and all related matters, umpire and judgment on such award may that sole cost shall be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., disclosed to the parties stipulate that the provisions of this Section shall be and become payable as a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions jointly incurred cost as 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 partyabove.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto arising out of In the event the Parties do not agree to or cannot resolve such dispute through mediation as provided in connection with this Agreement or Section 21.1, such dispute shall be settled by arbitration in Norwalk, Connecticut, which arbitration, unless the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachParties mutually agree otherwise, shall be submitted to arbitration pursuant to in accordance with 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 Construction Industry Arbitration Rules of the American Arbitration Association shall 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 incorporated by reference at such hearing and resolved pursuant to this Article XXI. Within ten (10) days after the substantive laws giving of the State above mentioned notice, each of Texas (excluding conflict the Parties hereto shall nominate and appoint an arbitrator and shall notify the other Party in writing of laws provisions) the name and address of the arbitrator so chosen. Upon the appointment of the two arbitrators as hereinabove provided, said two arbitrators shall apply. iv. The arbitration hearing shall be concluded forthwith, and within ten (10) days after the appointment of the second arbitrator, and before exchanging views as to the question at issue appoint in writing a third arbitrator and give written notice of such appointment to each of the Parties hereto. In the event that the two arbitrators shall fail to appoint or agree upon such third arbitrator within said ten (10) day period, a third arbitrator shall be selected by the Parties themselves if they so agree upon a third arbitrator within a further period of ten (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 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 the applicable procedures referenced below, within 60 days after appointment of the third arbitrator unless otherwise ordered 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 and the written award thereon shall be made within fifteen (15) days after binding upon the close of submission of evidence. An award rendered by a majority Parties hereto, or, in case no two of the arbitrators shall render a concurring determination, then the determination of the third arbitrator appointed pursuant to this Agreement shall be final and binding on all parties to upon the proceeding, Parties hereto. Each Party shall resolve pay the question of costs fees of the arbitrators and all related mattersarbitrator appointed by it, and judgment on such award the fees 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 foregoing agreement to arbitrate shall be entered and enforced by either party specifically enforceable under applicable law in any court of competent jurisdiction. v. Except . Each of the Redeveloper and the Municipal Party waive all objections to joinder of the Municipal Party or the Redeveloper as set forth a party to any mediation, arbitration or litigation related to this Project in Section 15.b.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 way 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 parties stipulate that the provisions of this Section (a) Fast Track procedures shall be a complete defense to any suit, action or proceeding instituted apply in any federalcase in which no Party’s total disclosed claim or counterclaim exceeds $250,000, state (b) the Regular Track procedures shall apply in any case in which any Party’s total disclosed claim or local court 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 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 partycounterclaim exceeds $1,000,000.

Arbitration. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. v. Except C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as set forth in Section 15.bone party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event that the two arbiters are chosen by one party, as above provided, the parties stipulate that expense of the provisions of this Section arbiters, the umpire and the arbitration shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or equally divided between 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 two 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. All disputes and controversies of every kind and nature between any parties hereto Any dispute or controversy arising out of or in connection with this Agreement or the transactions described herein as to whether the constructionExecutive (or his spouse) is entitled to a retirement (or survivor's) benefit, validity, interpretation the amount thereof or meaning, performance, non-performance, enforcement, operation or breach, other matter shall be submitted to arbitration pursuant to the following proceduresprocedure: i. After a dispute or (a) Either party may demand such arbitration in writing after the controversy arises, any party may, in a written notice delivered to the other parties to the dispute, which demand such arbitration. Such notice shall designate include the name of the arbitrator (who shall be an impartial person) appointed by such the party demanding arbitration, together with a statement of the matter in controversy. ii. (b) Within 30 15 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who party shall be an impartial person). If such parties fail to name an arbitrator, then the second or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association (Association, and the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days15 days or, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the appointed a 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 Arbitration Committee of the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitratorAmerican Arbitration Association. iii. Each party (c) The Company shall bear its own all arbitration costs and expenses. , including without limitation any legal fees and expenses incurred by the Executive (or his spouse) in connection with such arbitration procedure. (d) The arbitration hearing shall be held in Dallas, Texas at a location designated site in Houston, Texas, to be agreed to by a majority of the arbitrators. The Commercial Arbitration Rules of arbitrators on ten days' written notice to the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyparties. iv. (e) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by a majority of the arbitrators arbitrators, and the written award thereon shall be made within fifteen (15) ten days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent the highest court, state or federal, having jurisdiction. v. Except as set forth in Section 15.b., the . The parties stipulate that the provisions of this Section hereof shall be a complete defense to any suit, action action, or proceeding instituted in any federal, state state, or local court or before any administrative tribunal with respect to any controversy or dispute arising out of under this Agreement or the transactions described hereinAgreement, and which is arbitrable as herein set forth. 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. All disputes and controversies of every kind and nature between any parties hereto Any dispute, controversy or claim arising out of or in connection with relating to 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 finally resolved by arbitration pursuant to in accordance with 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 rules of the American Arbitration Association then obtaining. Unless otherwise agreed in writing by the Parties hereto, the arbitral panel shall consist of three (3) arbitrators, one to be incorporated appointed by reference at such hearing each Party and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall third to be concluded within ten (10) days unless otherwise ordered appointed by the two arbitrators and appointed by the written award thereon shall be made 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 close of submission of evidenceother Party may request the American Arbitration Association to appoint an arbitrator for the Party failing to make such appointment. An In the event that the third arbitrator has not been appointed within thirty (30) days after any such dispute, controversy or claim has been referred to arbitration hereunder, then, in such event, either Party may request the American Arbitration Association to appoint such third arbitrator. The arbitration proceedings, all documents submitted therein and the award rendered by a majority of the arbitrators appointed pursuant arbitral panel shall be in the English language, and all members of the arbitral panel shall be fluent in English. The 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 civil actions in the courts of the state of New York; provided, however, that both Parties shall be entitled to representation by counsel, to appear and present written or oral evidence and argument and to cross-examine witnesses presented by the other Party. The arbitral award shall be in writing and the arbitral panel shall provide written reason for its award. The award of the arbitral panel shall be final and binding upon the Parties. The Parties waive any rights to appeal or to review such award by any court or tribunal, and such award shall be final and 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 final conclusive and binding on all parties may be enforced, to the proceedingextent permitted by applicable law, 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 in the state of competent jurisdiction. v. Except as set forth in Section 15.b.New York, by suit on the parties stipulate that 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 of any arbitral tribunal or court in or in connection with any arbitration under this Section shall 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. The foregoing waiver and consent are intended to be a complete defense effective to the fullest extent now or hereafter permitted by the applicable law of any jurisdiction where any suit, action or proceeding instituted 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 any federal, state or local court or before any administrative accordance with the decision rendered by the arbitral 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. All Except with regard to Section 6, all disputes and controversies between the parties or any claims concerning the performance, breach, construction or interpretation of every kind and nature between this Agreement, or in any parties hereto manner 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 breachAgreement, shall be submitted to binding arbitration pursuant in accordance with the Commercial Arbitration Rules, as amended from time to the following procedures: i. After a dispute or controversy arisestime, 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 , which arbitration shall be an impartial person) within 30 days, or carried out 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 manner set forth in this Section for the original appointment of such arbitrator.below: 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within a. Within fifteen (15) days after written notice by one party to the close other party of submission its demand for arbitration, which demand shall set forth the name and address of evidenceits designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. An award rendered 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 as the third arbitrator. The dispute shall be heard by a majority the arbitrators within ninety (90) days after appointment of the third arbitrator. The decision of any two (2) or all three (3) of the arbitrators appointed pursuant to this Agreement 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 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 binding on all parties to parties. Judgment upon any award rendered by the proceedingarbitrators may be entered into any court having competent jurisdiction without any right of appeal. c. Each party shall pay its or his own expenses of arbitration, shall resolve and the question of costs expenses of the arbitrators and all related mattersthe arbitration proceeding shall be shared equally. However, and judgment on such award may be entered and enforced by either party if in the opinion of a majority of the arbitrators, any court of competent jurisdiction. v. Except as set forth in Section 15.b.claim or defense was unreasonable, the parties stipulate that arbitrators may assess, as part of their award, all or any part of the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 expenses of the other parties; nor will any party to an (other than attorneys’ fees, which are addressed in Section 7.5 below) and of the arbitrators and the 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 partyproceeding.

Arbitration. All disputes and controversies of every kind and nature In the event that any dispute should arise between any the parties hereto arising out of as to the meaning, effect, performance, enforcement, or other issue in connection with this Agreement or Agreement, which dispute cannot be resolved by the transactions described herein as to parties, the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, dispute shall be submitted to decided by final and binding arbitration pursuant to the following procedures: i. After of a dispute or controversy arises, any party may, panel of three arbitrators. Proceedings 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 arbitration and its conduct shall be an impartial person) appointed governed by such party demanding arbitration, together with a statement the rules 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”)) applicable to commercial arbitrations (the “Rules”) except as modified by this Section 14. The two arbitrators so selected Executive 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 appointedappoint one arbitrator, the Bank shall appoint one arbitrator, and the third arbitrator shall be appointed by the AAAtwo arbitrators appointed by the parties. If any The third 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 impartial and shall serve as chairman of the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expensespanel. The parties shall appoint their arbitrators within thirty (30) days after the demand for arbitration hearing is served, failing which the AAA promptly shall be held in Dallasappoint a defaulting party’s arbitrator, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of two arbitrators shall select the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made 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 submission evidence or other termination of evidence. An award rendered the proceedings by the panel, and the decision of a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all upon the 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 proceedingpublic. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall resolve be shared equally by the question of parties. The other costs of the arbitrators and all related mattersarbitration, and judgment on such award may be entered and enforced by either party in any court including the fees of competent jurisdiction. v. Except as set forth in Section 15.b.AAA, the parties stipulate that the provisions of this Section shall be borne as directed in the 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 complete defense to any suit, action result of or proceeding instituted in any federal, state connection with or local court or 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 shall be paid by the termination Bank, provided that such payment or expiration of this Agreement. No party to an arbitration may disclose reimbursement is made by the existence or results of any arbitration hereunder without Bank not later than two and one-half months after the prior written consent end 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 year in the course of an arbitration hereunder without the prior written consent of which such other partydispute is resolved in Executive’s favor.

Arbitration. All disputes (a) If any dispute or controversy arises between the Executive and controversies of every kind and nature between the Company relating to (1) this Agreement in any parties hereto way or arising out of the parties’ respective rights or in connection with obligations under this Agreement or (2) the transactions described herein as to employment of the constructionExecutive or the termination of such employment, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to then either party may submit the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to arbitration under the other parties to then-current Commercial Arbitration Rules (the dispute, demand such arbitration. Such notice shall designate the name “Rules”) 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 Any arbitration hereunder shall be an impartial personconducted before a panel of three arbitrators unless the parties mutually agree that 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 30 daystwenty (20) days following receipt by one party of the other party’s notice of desire to arbitrate, or in lieu then within five (5) days following the end of such agreement on a third 20-day period, each party shall select one arbitrator by the two arbitrators so appointedwho, 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 appointed in Hxxxxx County, Texas, unless otherwise mutually agreed by the AAAparties, 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. If Notice to the other party shall state the question or questions to be submitted for decision or award by arbitration. Notwithstanding any arbitrator appointed hereunder shall dieprovision of this Section 13.13, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy Executive shall be filled by entitled to seek specific performance of the method set forth in Executive’s right to be paid during the pendency of any dispute or controversy arising under this Section Agreement. In order to prevent irreparable harm, the arbitrator may grant temporary or permanent injunctive or other equitable relief for the original appointment protection of such arbitratorproperty rights. iii(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. Each Any party shall bear its own arbitration costs and expensesmay be represented by counsel or other authorized representative at any hearing. The arbitration hearing shall be held in Dallasgoverned by the Federal Arbitration Act, Texas at a location designated by a majority of the arbitrators9 U.S.C. Sections 1 et. seq. (or its successor). The Commercial Arbitration Rules of arbitrator shall apply the American Arbitration Association shall be incorporated by reference at such hearing substantive law and the substantive laws law of remedies, if applicable) of the State of Texas (excluding conflict of laws provisions) shall applyto the claims asserted to the extent that the arbitrator determines that federal law is not controlling. iv. The arbitration hearing shall be concluded within ten (101) days unless otherwise ordered by the arbitrators and the written Any award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement an arbitrator shall be final and binding on all 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 parties agree that the proceedingaward of the arbitrator 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 he entered with any court having jurisdiction and 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. The Company and the Executive hereby agree that a judgment upon any award rendered by an arbitrator may be 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 proceedings 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 resolve the question of costs of the arbitrators and pay all related mattersassociated costs, expenses, and judgment on such award may be entered and enforced attorney’s fees which are reasonably incurred by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 as determined by any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other partyarbitrator.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto 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 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 DallasCleveland, Texas Ohio at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas Ohio (excluding conflict of laws provisions) shall apply. Discovery shall not be permitted in the arbitration. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b17.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes (a) Subject to Section 11(b), any dispute, controversy or claim between Employee and controversies of every kind and nature between any parties hereto the Company arising out of or in connection with relating to this Agreement or Employee’s employment with the transactions described herein as to the constructionCompany will be finally settled by arbitration in Houston, validityTexas before, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, and 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 accordance 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 expensesEmployment Arbitration Rules. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement 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 parties matters concerning the dispute. Except as expressly provided to the proceedingcontrary in this Agreement, the Arbitrator shall resolve have the question of costs 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 arbitrators Arbitrator shall be rendered in writing, be final, non-appealable and all related matters, binding upon the disputing parties and the parties agree that judgment on such upon the award may be entered and enforced by either party in any court of competent jurisdiction; provided that the parties agree that the Arbitrator and any court enforcing the award 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. v. Except as set forth in (b) Notwithstanding Section 15.b.11(a), the parties stipulate 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 be prohibit a complete defense party to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement from (i) instituting litigation to enforce any arbitration award, or the transactions described herein. The arbitration provisions hereof shall, with respect (ii) joining another party to such controversy this Agreement in a litigation initiated by a person or dispute, survive the termination or expiration of entity which is not a party to 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. All disputes and controversies of every kind and nature between any parties hereto Any dispute or controversy arising out of or in connection with this Agreement or the transactions described herein as to the existence, construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or operation, breach, continuance or termination thereof shall be submitted to arbitration pursuant to the following proceduresprocedure: i. After a dispute or (a) Either party may demand such arbitration in writing after the controversy arises, any party may, in a written notice delivered to the other parties to the dispute, which demand such arbitration. Such notice shall designate include the name of the arbitrator (who shall be an impartial person) appointed by such the party demanding arbitration, together with a statement of the matter in controversy. ii. (b) Within 30 15 days after receipt of such demand, the other parties shall, in a written notice delivered to the first party, name such parties’ arbitrator (who party shall be an impartial person). If such parties fail to name an arbitrator, then the second or in default thereof, such arbitrator shall be named by the Arbitration Committee of the American Arbitration Association (Association, and the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days15 days or, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointed, the appointed a 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 Arbitration Committee of the vacancy shall be filled by the method set forth in this Section for the original appointment of such arbitratorAmerican Arbitration Association. iii. Each party (c) The Company shall bear its own all arbitration costs and expenses. expenses incurred by Employee. (d) The arbitration hearing shall be held in Dallas, Texas at a location designated site in Houston, Texas, to be agreed to by a majority of the arbitrators. The Commercial Arbitration Rules of arbitrators on 10 days' written notice to the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyparties. iv. (e) The arbitration hearing shall be concluded within ten (10) 10 days unless otherwise ordered by a majority of the arbitrators arbitrators, and the written award thereon shall be made within fifteen (15) 10 days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceeding, shall resolve proceeding during the question period of costs of the arbitrators and all related mattersthis Agreement, and judgment on such award may be entered and enforced by either party in the highest court, state or federal, having jurisdiction; provided, however, that Employee shall be entitled to specific performance of Employee's right to be paid until the Date of Termination during the pendency of any court of competent jurisdiction. v. Except as set forth dispute or controversy arising under or in Section 15.b., the connection with this Agreement. The parties stipulate that the provisions of this Section hereof shall be a complete defense to any suit, action action, or proceeding instituted in any federal, state state, or local court or before any administrative tribunal with respect to any controversy or dispute arising out during the period of this Agreement or the transactions described hereinand which is arbitrable as herein set forth. 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 Notwithstanding the existence or results pendency of any arbitration hereunder without dispute or controversy pursuant to this Section 14, the prior written consent of Company will continue to pay Employee Employee's full Base Salary in effect when the notice giving rise to the dispute was given and continue Employee as a participant in all compensation, benefit and insurance plans in which Employee was participating when the notice giving rise to the dispute was given, until the dispute is finally resolved in accordance with Section 3(v) hereof. Amounts paid under this Section 14 are in addition to all other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed by amounts due under this Agreement and shall not be offset against or reduce any other party to an arbitration in the course of an arbitration hereunder without the prior written consent of such other partyamounts due under this Agreement.

Arbitration. All Any disputes and controversies of every kind and nature between any parties hereto arising out of under 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, Executive’s employment shall be submitted to 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 resolved by such party demanding binding arbitration, together to be held in New York, New York in accordance with a statement the Employment Arbitration Rules, as amended from time to time, 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 Brixmor and Executive will each select an arbitrator, and a third arbitrator (who shall will be an impartial person) selected jointly by the arbitrators selected by Brixmor and Executive within 30 days, or in lieu of such agreement 15 days after demand for arbitration is made by a Party. If the arbitrators selected by the Brixmor and Executive are unable to agree on a third arbitrator within that period, then either the Brixmor or Executive may request that the AAA select the third arbitrator. The arbitrators will possess substantive legal experience in the principal issues in dispute and will be independent of Brixmor and Executive. To the extent permitted by applicable law and not prohibited by Brixmor’s certificate of incorporation and bylaws, the Parties shall equally bear the fees and expenses of the arbitrators and the AAA and the Parties shall bear their own costs and attorneys’ fees. Except as may otherwise be agreed in writing by the two Parties or as ordered by the arbitrators so appointedupon substantial justification shown, 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 hearing for the original appointment dispute will be held within 60 days of such arbitrator. iii. Each party shall bear its own arbitration costs and expensessubmission of the dispute to arbitration. The arbitration arbitrators will render their final award within 30 days following conclusion of the hearing shall be held in Dallas, Texas at a location designated and any required post-hearing briefing or other proceedings ordered by a majority of the arbitrators. The Commercial Arbitration Rules of arbitrators will state the American Arbitration Association shall be incorporated by reference at such hearing factual and legal basis for the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. ivaward. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement shall will be final and binding on all parties and not subject to the proceeding, shall resolve the question of costs of the arbitrators judicial review and all related matters, and final judgment on such award may be entered and enforced by either party upon such an award in any court of competent jurisdiction. v. Except as set forth in , but entry of such judgment will not be required to make such award effective. Notwithstanding the foregoing, claims brought by Brixmor under Section 15.b., the parties stipulate that the provisions of this Section shall 7 may be a complete defense to any suit, action or proceeding instituted brought in any federal, state or local federal court or before any administrative tribunal with respect of competent jurisdiction where there is proper venue, and Executive agrees and submits 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 exclusive jurisdiction 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 partycourt for such claims.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any dispute arising out of or in connection with under this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, (“Arbitrable Dispute”) shall be submitted referred to and resolved by binding arbitration pursuant to the following procedures: i. After take place in Austin, Texas, by a dispute or controversy arises, any party maysingle arbitrator, in a written notice delivered to accordance with 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 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 incorporated initiated within the applicable time limits set forth in this Agreement and not thereafter, by reference at such hearing one Party (“Claimant”) giving written notice to the other Party (“Respondent”) and to the substantive laws of American Arbitration Association (“AAA”), that the State of Texas (excluding conflict of laws provisions) shall apply. ivClaimant elects to refer the Arbitrable Dispute to arbitration. The arbitration hearing shall be concluded If the Parties fail to appoint an arbitrator within ten (10) days unless otherwise ordered by Days from Claimant’s notice initiating the arbitrators arbitration, the AAA shall make such an appointment. Contributor and Recipient shall each pay one-half of the written award thereon compensation and expenses of the arbitrator. The arbitrator 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 Parties or any of their Affiliates. The Parties may 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 request for additional discovery or may, in their discretion, order additional discovery. Any information disclosed to the other Party shall be made confidential and not disclosed to third parties, except as required by law. The hearing shall be commenced within fifteen twenty (1520) days Days after the close of submission of evidence. An award rendered by a majority selection of the arbitrators appointed pursuant to arbitrator. The interpretation, construction and effect of this 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 governed in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that accordance with the provisions of this Section 20. The Federal Rules of Evidence shall guide the arbitrator in determining what information he/she shall consider in reaching the decision. Irrespective of the outcome of arbitration, each Party shall solely be responsible for its own arbitration costs and legal costs, and no award of such costs shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 partypermitted.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto to this Agreement 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 arbitration pursuant to the following procedures: i. (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 thirty (30) days after receipt of such demand, the other parties shall, in a written notice delivered to the first partyparty 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 30 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 DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. (iv. ) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (v) Except as set forth in Section 15.b.19(b) and (c), the parties stipulate that the provisions of this Section 19 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature Any dispute between any the parties hereto arising out of or in connection with under 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 resolved (except as provided below) through informal 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 by an arbitrator (who shall be an impartial personis selected as provided below) appointed by such party demanding arbitration, together with a statement and under the rules 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”)Association. The two arbitrators so selected shall name a third arbitrator (who Arbitration shall be an impartial person) within 30 days, or in lieu conducted under the rules of such agreement on a third arbitrator said Association at the location where the Executive is then employed by the two arbitrators so appointedCorporation, provided, however, that the third arbitrator arbitration shall be appointed conducted at the location specified by the AAA. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then Corporation if the vacancy shall be filled Executive's out-of-pocket expenses of travel and lodging are borne by the method set forth in this Section for the original appointment of such arbitrator. iiiCorporation. Each party shall bear its own arbitration costs be entitled to present evidence and expensesargument to the arbitrator. The arbitration arbitrator shall have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions. The arbitrator shall permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a claim or defense to a claim, subject to supervision by the arbitrator. The determination of the arbitrator shall be held conclusive and binding upon the parties and judgment upon the same may be entered in Dallas, Texas at a location designated by a majority of the arbitratorsany court having jurisdiction thereof. The Commercial Arbitration Rules arbitrator shall give written notice to the parties stating his or their determination, and shall furnish to each party a signed copy of the American Arbitration Association such determination. The expenses of arbitration shall be incorporated borne equally by reference at such hearing the Executive and the substantive laws Corporation or as the arbitrator shall otherwise equitably determine. In the event the services of an arbitrator are required and if the State Executive and Corporation are unable within five (5) days after determining such services are required to agree upon the identity of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded an arbitrator, within ten (10) days unless otherwise ordered 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 and shall mutually agree upon the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 selection of an arbitration hereunder without arbitrator who will be the prior written consent of such other partyarbitrator.

Arbitration. All disputes Subject to 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 controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as to Trustee concerning the construction, validity, interpretation performance or meaning, performance, non-performance, enforcement, operation or breach, breach of this Agreement shall be submitted to determined by arbitration. (i) The arbitration pursuant to will be held before a single arbitrator selected by the following procedures: i. After a dispute or controversy arisesParties, any party mayor, in a written notice delivered the event that the Parties are unable 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 agree upon an arbitrator, then the second a single arbitrator shall be named chosen by the American Arbitration Association (from a panel of persons knowledgeable in the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or in lieu subject matter 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 arbitratorarbitration. iii. Each party shall bear its own (ii) Any arbitration costs and expenses. The arbitration hearing shall be held in DallasAlbuquerque, Texas at a location designated by a majority of the arbitratorsNew Mexico. The Commercial Arbitration Rules arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. ivAssociation. The arbitration hearing shall be concluded held and a final decision reached within ten thirty (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (1530) days after the close of submission of evidence. An award rendered by a majority appointment of the arbitrators appointed arbitrator or such longer period as the Parties may agree. 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 shall be 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 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 brought in any court of competent jurisdictionjurisdiction in the State of New Mexico. Application may also be made to such court for confirmation of any decision or award of the arbitrator, which may be necessary to effectuate such decisions or awards. The Parties 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. v. Except as set forth (iv) The prevailing Party in Section 15.b., the parties stipulate that the provisions of this Section any arbitration shall be a complete defense entitled to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out reimbursement of this Agreement or reasonable attorneys’ fees and disbursements and costs of arbitration from the transactions described herein. The arbitration provisions hereof shall, with respect to such controversy or dispute, survive non-prevailing Party as determined by 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 partyarbitrator.

Arbitration. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. v. Except C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as set forth in Section 15.bone party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event 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 stipulate 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 provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 internal laws 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 regulation of the course of an arbitration hereunder without the prior written consent of such other partyCompany.

Arbitration. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. v. Except C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as set forth in Section 15.bone party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event 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 stipulate 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 provisions internal laws of this Section shall be a complete defense apply to any suit, action or proceeding instituted in any federal, state or local court or 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 regulation 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 partyCompany.

Arbitration. All disputes and controversies of every kind and nature between any The parties hereto arising out of agree that all questions or matters in connection with this Agreement or the transactions described herein dispute as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation effect or breach, any provision of this Agreement shall be submitted finally settled by arbitration in the manner hereinafter set forth. If either of the Optionee or the Optionor wishes to arbitration pursuant submit a matter to the following procedures: i. After a dispute or controversy arisesarbitration, any then such party may, in a written notice delivered shall give 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within not less than ten (10) days unless otherwise ordered by days' prior written notice of intention to do so, the arbitrators party giving notice shall nominate one arbitrator and the written award thereon other shall be made within fifteen (15) days after receiving such notice nominate another arbitrator. The two arbitrators so nominated shall within the close next thirty (30) days unanimously agree on the appointment of submission a third arbitrator to act with them and to be chairman of evidencethe arbitration. An 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 the Commercial Arbitration Act (British Columbia). In all other respects, the arbitration shall be 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 rendered by of a majority of arbitrators or, in the arbitrators appointed 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 this 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 arbitration proceedings may be entered and enforced by either party in into any court of competent jurisdiction. v. Except as set forth in Section 15.b., jurisdiction or application made to such court for Judicial acceptance of the award and an order of enforcement. The costs of arbitration shall be borne equally by the parties stipulate that unless otherwise determined by the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 arbitrator(s) in the course of an arbitration hereunder without the prior written consent of such other partyaward.

Arbitration. All disputes and controversies of every kind and nature Except as otherwise expressly provided elsewhere in this Agreement, in the event that any dispute should arise between any the parties hereto arising out of as to the meaning, effect, performance, enforcement, or other issue in connection with this Agreement or Agreement, which dispute cannot be resolved by the transactions described herein as to parties, the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, dispute shall be submitted to decided by final and binding arbitration pursuant to the following procedures: i. After of a dispute or controversy arises, any party may, panel of three arbitrators. Proceedings 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 arbitration and its conduct shall be an impartial person) appointed governed by such party demanding arbitration, together with a statement the rules 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 ("AAA") applicable to commercial arbitrations (the “AAA”)"Rules") except as modified by this Section. The two arbitrators so selected Employee 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 appointedappoint one arbitrator, the Company shall appoint one arbitrator, and the third arbitrator shall be appointed by the AAAtwo arbitrators appointed by the parties. If any The third 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 impartial and shall serve as chairman of the method set forth in this Section for the original appointment of such arbitrator. iii. Each party shall bear its own arbitration costs and expensespanel. The parties shall appoint their arbitrators within thirty (30) days after the demand for arbitration hearing is served, failing which the AAA promptly shall be held in Dallasappoint a defaulting party's arbitrator, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of two arbitrators shall select the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made 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 submission evidence or other termination of evidence. An award rendered the proceedings by the panel, and the decision of a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all upon the 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 proceedingpublic. Each party shall bear the fees and expenses of its arbitrator, counsel, and witnesses, and the fees and expenses of the third arbitrator shall resolve be shared equally by the question of parties. The costs of the arbitrators and all related mattersarbitration, and judgment on such award may be entered and enforced by either party in any court including the fees of competent jurisdiction. v. Except as set forth in Section 15.b.AAA, the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted borne as directed in any federal, state or local court or 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 decision 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 partypanel.

Arbitration. All disputes and controversies of every kind and nature between any 9.01 If a grievance is not resolved through the procedure in Article 8, either party may within thirty (30) calendar days after 9.02 If both parties hereto arising out of or in connection with this Agreement or the transactions described herein as agree to the constructionappointment of an Arbitration Board to hear the grievance, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, the party requesting arbitration shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party may, in a written notice delivered to notify the other parties of its intent to arbitrate within the dispute, demand such arbitration. Such notice shall designate time set out in Article 9.01 above and the name of its appointee to the Arbitration Board. The recipient of such notice shall within ten (10) calendar days notify the other party of its appointee to the Arbitration Board. 9.03 The two appointees referred to in Article 9.02 shall, within a further period of ten (10) calendar days, select a third person to act as a Chair. 9.04 The appointment of an arbitrator under Article 9.01 or of a chairperson of the Arbitration Board under Article 9.03 shall be made from the following list of arbitrators depending on availability: 9.05 The arbitrator shall issue a decision or the Arbitration Board, if appointed, shall issue a decision which may be a decision of the majority of the Board, and the decision or the arbitrator (who or the Arbitration Board shall be final and binding upon 9.06 No decision of an impartial person) appointed by such Arbitration Board shall amend or alter the terms of this Agreement. 9.07 Each party demanding arbitrationwill be responsible for its own expenses in presenting its case to the arbitrator or the Arbitration Board and if a board is appointed, together with a statement each party shall be responsible for the expenses of its appointee. The expenses of the matter in controversyarbitrator or the Chair of the Arbitration Board shall be shared equally by the parties. ii. Within 30 days after receipt 9.08 The Employer shall grant leave of such demandabsence without loss of pay to an employee called as a witness by an Arbitration Board or arbitrator and where operational requirements permit, the other parties shall, in leave without loss of pay to an employee or employees called as 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 witness or witnesses by the American Arbitration Association (Union provided 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 dispute is rendered, then the vacancy shall be filled by the method set forth in under this Section for the original appointment of such arbitrator. iiiCollective Agreement. 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 the expenses of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applytheir witnesses. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b.9.09 By agreement, the parties stipulate that may abridge the provisions time requirements of Article 8 and may submit any difference or dispute to arbitration on an expedited basis under this Section Article. 9.10 A Board of Arbitration established under this Article or a sole arbitrator shall be have twenty (20) days to render a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal decision with respect to any controversy or dispute arising out of the question to be arbitrated unless this Agreement or time limit is extended by mutual agreement between 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. All disputes From the date of the Arbitration Request and controversies until such time as the Dispute has become finally settled, the running of every kind and nature between any parties hereto arising out the time periods as to which a Party must cure a breach of or in connection with this Agreement or the transactions described herein shall become suspended as to any breach that is the constructionsubject matter of the Dispute. Unless otherwise agreed by the Parties, validitydisputes relating to patents shall not be subject to arbitration, interpretation or meaning, performance, non-performance, enforcement, operation or breach, and shall be submitted to a court of competent jurisdiction. The 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 arbitrationheld in Philadelphia, together with a statement Pennsylvania under the Commercial Arbitration Rules 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 AAA (the “AAAAAA Rules”). The two arbitrators so selected arbitration shall name a third arbitrator (be conducted by one arbitrator, who shall be an impartial personchosen in accordance with the AAA Rules. If the total amount in controversy exceeds $15 million, the arbitration shall be conducted by three (3) within 30 daysarbitrators. One (1) arbitrator will be selected by Auxilium, or in lieu of such agreement on a one (1) arbitrator will be selected by GSK, and the third arbitrator will be selected by mutual agreement of the two (2) arbitrators selected by the two Parties. If the arbitrators so appointedselected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the AAA. If 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 appointed as the chair capable of resolving such disputes without the need to convene the entire arbitration panel. The Parties agree that the arbitration panel and counsel of record in any arbitration hereunder shall diehave the power to subpoena witnesses to appear to provide their testimony at a hearing or deposition. As set forth in the AAA Rules, resignthe arbitrators may proceed to an award, refuse notwithstanding the failure of either Party to participate in the proceedings. The arbitrators shall promptly, after the conclusion of the arbitration hearing, issue a written 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 (1) Party or become unable to act before an arbitration decision is renderedthe other as the prevailing party in the arbitration, then the vacancy as appropriate. The arbitrators shall be filled by authorized to award compensatory damages, but shall not be authorized to award non-economic damages or punitive, special, consequential, or any other 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 method arbitrators deem just and equitable 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 United 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 for 17.3 and, subject to the original appointment terms of such arbitrator. iiithis Section 17.3, the enforcement of any award hereunder, shall be governed by the Federal Arbitration Act (Title 9, U.S. Code). Judgment on the award rendered by the arbitrators may be enforced in any court having competent jurisdiction thereof. Each party Party shall bear its own arbitration costs and expenses. The expenses and attorneys’ fees; but the arbitration hearing panel shall be held authorized to require the Party that does not prevail in Dallas, Texas at a location designated by a majority of the arbitration proceeding to pay the arbitrators’ and any administrative fees of arbitration. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties Except to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such extent necessary to confirm an award or as may be entered required by Laws and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b.Regulations, the parties stipulate that the provisions of this Section shall be neither a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 Party nor an arbitration arbitrator may disclose the existence existence, content, or results of any an 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 partyboth Parties. EACH PARTY HERETO WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JUDGE OR JURY.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto (a) Any dispute, controversy or claim arising out of or in connection with relating to the Company's obligations to pay severance benefits under this Agreement Agreement, or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachbreach thereof, shall be submitted to settled and resolved solely by arbitration pursuant to in accordance with 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 ("AAA") except as otherwise provided herein. The arbitration shall be incorporated by reference at the sole and exclusive forum for resolution of any such hearing claim for severance benefits and the substantive laws arbitrators' award shall be final and binding. The provisions of this Paragraph 5 are not intended to apply to any other disputes, claims or controversies arising out of or relating to 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 to Xx. Xxxxxxx, in the case of the Company, or to the Southern Board, in the case of Xx. Xxxxxxx. (c) The arbitration shall be held in Atlanta, Georgia. The arbitrators shall apply the law of the State of Texas (Georgia, to the extent not preempted by federal law, excluding conflict any law which would require the application of laws provisions) shall applythe law of another state. iv. (d) The arbitration hearing parties shall be concluded within ten (10) days unless otherwise ordered by the appoint arbitrators and the written award thereon shall be made within fifteen (15) business days following service of the demand for arbitration. The number of arbitrators shall be three. One arbitrator shall be appointed by Xx. Xxxxxxx, one arbitrator shall be appointed by the Company, and the two arbitrators shall appoint a third. If the arbitrators cannot agree on a third arbitrator within thirty (30) business days after the close service of submission demand for arbitration, the third arbitrator shall be selected by the AAA. (e) The arbitration filing fee shall be paid by Xx. Xxxxxxx. All other costs of evidencearbitration shall be borne equally by Xx. An 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 a majority of the arbitrators appointed in any such arbitration, including any award of injunctive relief, 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 from issuing and enforcing in any lawful manner such temporary restraining orders, preliminary injunctions, and other interim measures of relief as may be 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 Agreement; regardless of whether an arbitration proceeding under this Paragraph 5 has begun. The parties further agree that nothing herein shall be final prevent any court from entering and binding on all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on enforcing in any lawful manner such award judgments for permanent equitable relief as may be entered and enforced by either party in any court necessary to prevent harm to a party's interests or as otherwise may be appropriate following the issuance of competent jurisdictionarbitral awards pursuant to this Paragraph 5. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto 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 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 DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b13.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes A. Within ten (10) working days of the Union’s notice to the UA Director of Labor and controversies Employee Relations of every kind its intent to arbitrate, the parties shall jointly contact the Federal Mediation and nature between any Conciliation Service (FMCS) to request a panel of arbitrators from which the parties hereto arising out of or in connection with this Agreement shall select an arbitrator or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to 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 may mutually agree on an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversyarbitrator. ii. B. Within 30 ten (10) working days after receipt of such demandthe panel of arbitrators, representatives of the other parties shall, in a written notice delivered to 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 party, name such parties’ arbitrator (who strike shall be an impartial person)decided by a flip of a coin. If such parties fail to name an arbitrator, then The arbitrator remaining on the second arbitrator list shall be named by accepted as the American arbitrator of the grievance. C. Arbitration Association (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or conducted in lieu of such agreement on a third arbitrator by accordance with 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 rules of the American Arbitration Association Association, unless the parties mutually agree otherwise. The powers of the arbitrator shall be incorporated by reference at such hearing limited to interpretation and application of the expressed terms of the Agreement. The arbitrator shall have no power to alter, add to, subtract from, or otherwise modify the terms of this Agreement. The arbitrator shall be empowered to rule only on a grievance which alleges a violation of a specific article or section of this Agreement. The cost of requesting the arbitrator list shall be split evenly between the University and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall applyUnion. iv. D. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement arbitrator's decision shall be final and binding on all parties 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 allocated by the arbitrator as follows: a. Assign arbitrator's fees and expenses 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 of competent jurisdictionlosing party. v. Except as set forth in Section 15.b.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 stipulate that the provisions of this Section as judged equitable. 2. Local 6070 bargaining unit members who are required to appear as witnesses for an arbitration proceeding shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any granted administrative tribunal with respect to any controversy or dispute arising out leave for the period 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 partytheir testimony only.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any disputes, controversy or claim arising out of 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 termination or validity thereof, which cannot be submitted to arbitration pursuant to amicably resolved by 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 within 60 calendar days after receipt by one party of such demand, written notice from the other parties shallparty, such a controversy or claim shall be settled by final and binding arbitration conducted in a written notice delivered to 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 party, name such parties’ arbitrator (who shall be an impartial person)two arbitrators. If such parties fail either or both Seller or Buyer fails to name appoint an arbitrator, then arbitrator within 60 calendar days after receiving notice of 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 dayscommencement or arbitration proceedings, or in lieu of such agreement on a third arbitrator by if the two arbitrators so appointedwithin 14 calendar days after they have been chosen failed to appoint the third arbitrator, the third 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 appointed by the AAAas provided in Clause 23 of this Agreement. If any arbitrator appointed hereunder shall die, resign, refuse or become unable to act before an arbitration decision is rendered, then the vacancy The Arbitration Award shall be filled by made and shall be payable in US$ only. The Arbitration Award shall also include the method set forth fixing of the expense of the arbitration and the assessment of the same, as is appropriate in this Section for the original appointment of such arbitrator. iiiparties hereto. Each party shall otherwise bear its own arbitration costs cost of its respective legal fees, witnesses, depositions 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 out-of—pocket expenses incurred in the course of an arbitration hereunder without arbitration. In the prior written consent event either party to this Agreement commences legal proceedings to enforce the Arbitration Award, the expense of such other partylitigation (including reasonable attorney’s fees and costs of court) shall be borne by the party not prevailing therein.

Arbitration. All disputes (a) Subject to Section 9(b), any dispute, controversy or claim between Executive and controversies any member of every kind and nature between any parties hereto the Company Group arising out of or in connection with relating to this Agreement or Executive’s employment or engagement with any member of the transactions described herein as to the constructionCompany Group (“Disputes”) will be finally settled by arbitration in Houston, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to the following procedures: i. After a dispute or controversy arises, any party mayTexas, in a written notice delivered to accordance with 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 then-existing 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 expensesRules. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement 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 parties 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, shall resolve the question of costs . The decision of the arbitrators Arbitrator shall be reasoned, rendered in writing, be final and all related matters, binding upon the disputing parties and the parties agree that judgment on such upon the award may be entered and enforced by either party in any court of competent jurisdiction. 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 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. v. Except as set forth in Section 15.b., (b) By entering into this Agreement and entering into the parties stipulate that 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 be prohibit a complete defense party to this Agreement from (i) instituting litigation to enforce any suitarbitration award or (ii) joining the other party to this Agreement in a litigation initiated by a person or entity that is not a party to this Agreement. Further, action nothing in this Section 9 precludes Executive from filing a charge or proceeding instituted in any complaint with a federal, state or local court or before any other governmental 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 partyagency.

Arbitration. All disputes and controversies 16.1. As a condition precedent to any right of every kind and nature between action hereunder, any parties hereto dispute arising out of or in connection with related to 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 the decision of a board of arbitration pursuant to the following procedures:composed of two arbitrators and an umpire, meeting in Armonk, New York, unless otherwise agreed. i. After a dispute or controversy arises, any party may, in a written notice delivered to the other parties to the dispute, demand such arbitration16.2. Such notice shall designate the name The members of the arbitrator (who board of arbitration shall be active or retired disinterested officials of insurance or reinsurance companies. Each party shall appoint its arbitrator, and the two arbitrators shall choose an impartial person) appointed umpire before instituting the hearing. If the respondent fails to appoint its arbitrator within four weeks after being requested to do so by such party demanding arbitrationthe claimant, together with a statement the latter shall also appoint the second arbitrator. If the two arbitrators fail to agree upon the appointment of an umpire within four weeks after their nominations, the umpire shall be selected by the regional director of the matter American Arbitration Association in controversyNew York, New York, or the regional director’s delegate. ii16.3. Within 30 The claimant shall submit its initial brief within 20 days from appointment of the umpire. The respondent shall submit its brief within 20 days after receipt of such demand, the other parties shall, in claimant’s brief and the claimant shall submit a written notice delivered reply brief within 10 days after receipt of the respondent’s brief. The board shall make its decision with regard to the first party, name such parties’ arbitrator (who custom and usage of the insurance and reinsurance business. The board shall issue its decision in writing based upon a hearing in which evidence may be introduced without following strict rules of evidence but in which cross-examination and rebuttal shall be allowed. The board shall make its decision within 60 days following the termination of the hearings unless the parties consent to an impartial person)extension. If such parties fail to name an arbitrator, then The majority decisions of the second arbitrator board shall be named by final and binding upon all parties to the American Arbitration Association (proceeding. Judgment may be entered upon the “AAA”). The two arbitrators so selected shall name a third arbitrator (who shall be an impartial person) within 30 days, or award of the board 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 arbitratorcourt having jurisdiction thereof. iii16.4. Each party shall bear the expense of its own arbitration costs arbitrator and expensesshall jointly and equally bear with the other party the expense of the umpire. The remaining costs of the arbitration hearing proceedings shall be held in Dallasallocated by the board. Unless prohibited by applicable law, Texas an arbitral award hereunder and any judgment thereon shall bear interest from the date the arbitral award was rendered at a location designated the rate equal from time to time to the rate publicly announced by a majority Citibank, NA., as its base rate plus 2%. 16.5. The parties consent to the jurisdiction of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws Supreme Court of the State of Texas (excluding conflict New York, County of laws provisions) shall apply. ivNew York, and of the United States District Court for the Southern District of New York, for all purposes in connection with such arbitration, including without limitation any application to compel arbitration or to confirm an arbitration award. The arbitration hearing parties consent that any process or notice of motion or other application to either of said courts, and any paper in connection with arbitration, may be served by certified mail, return receipt requested, ordinary post or by personal service or in such other manner as may be permissible under the rules of the applicable court or panel provided a reasonable time for appearances is allowed. Service upon the Ceding Company shall be concluded within ten (10) days unless otherwise ordered by directed to it, in care of its Chief Executive Officer. Service upon the arbitrators and the written award thereon Reinsurer shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties directed 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 Reinsurer in any court of competent jurisdictioncare off its President. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement or the transactions described herein as Any matters that are to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to determined by arbitration pursuant to the following procedures: i. After a dispute or controversy arisesother provisions of this Agreement, 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 resolved solely and exclusively by such party demanding arbitration, together arbitration in accordance with a statement of the matter in controversy. ii. Within 30 days after receipt of such demand, Federal Arbitration Act and using 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 rules of the American Arbitration Association or any successor thereof when not in conflict with such act. Arbitration shall be incorporated by reference take place at such hearing an appointed time and place in Xxxxxx County, Texas. Each party shall select one impartial arbitrator, and the substantive laws of the State of Texas (excluding conflict of laws provisions) two so designated shall apply. ivselect a third impartial arbitrator. The arbitration hearing If either party shall be concluded fail to designate an arbitrator within ten (10) days unless otherwise ordered after arbitration 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 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 oil and gas industry and shall not have been previously employed by either party and shall not have a direct or indirect interest in either Party or the written award thereon subject matter of the arbitration. The arbitration hearing shall be made within fifteen commence as soon as is practical, but in no event later than thirty (1530) days after the close selection of submission the third arbitrator. Judgment upon an award of evidence. An award rendered by a the majority of the arbitrators appointed pursuant to this Agreement shall be final and binding on all parties to the proceedingand, shall resolve the question of costs of the arbitrators and all related mattersif necessary, and judgment on such award may be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b.. The arbitrators shall not have any authority to award any special, the parties stipulate that the provisions of this Section consequential, or punitive damages The arbitration process shall be a complete defense to any suitkept confidential and the statements, action agreements, views, evidence and opinions in connection with such arbitration proceeding shall not be discoverable or proceeding instituted admissible in any federal, state or local court or before legal proceeding for any administrative tribunal with respect purpose except to any controversy or dispute arising out the extent necessary to enforce the award of this Agreement or the transactions described hereinarbitrators. 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 fees and expenses of the other parties; nor will any party to an arbitration disclose to any third party any confidential information disclosed arbitrator shall be shared one-half by any other party to an arbitration in Seller and one-half by Buyer and the course fees and expenses of an arbitration hereunder without the prior written consent of such other partyarbitrator selected by a Party shall be borne by that Party.

Arbitration. All disputes and controversies of every kind and nature whatsoever between any parties hereto Producer and SAG-AFTRA or between any Producer and any Performer arising out of or in connection with this Agreement, and any contract or engagement (whether overscale or not, and whether at the minimum terms and conditions of this Agreement or better) in the transactions described herein field covered by this Agreement as to the constructionexistence, validity, interpretation or construction, meaning, interpretation, performance, non-performancenonperformance, enforcement, operation operation, breach, continuance, or breachtermination of this Agreement and/or such contract or engagement, shall be submitted to arbitration pursuant to in accordance with the following proceduresprocedure: i. After A. SAG-AFTRA, acting on its own behalf or on behalf of any person employed under this Agreement, or Producer concerned, may demand such arbitration in writing. The parties shall thereupon endeavor to agree upon a dispute or controversy arisessingle qualified arbitrator acceptable to them both. If the parties cannot agree upon a single qualified person within 5 working days after the demand for arbitration, any the party may, in a written notice delivered to demanding arbitration shall serve upon the other parties to the dispute, demand such arbitration. Such a notice which shall designate include the name of the arbitrator (who shall be an impartial person) appointed by such the party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 3 working days after receipt of such demandnotice, the other parties shall, in a written notice delivered to the first party, party shall name such parties’ arbitrator (who shall be an impartial person). If such parties fail to name an its arbitrator, then the second or in default of such appointment, such arbitrator shall be named forthwith by the Arbitration Committee of the American Arbitration Association (and the “AAA”). The two 2 arbitrators so selected shall name a third arbitrator (who shall be an impartial person) 3rd within 30 a period of 5 working days, or and in lieu of their agreement upon such agreement on a third arbitrator by the two arbitrators so appointed, the third 3rd arbitrator shall be so 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.the iii. Each party shall bear its own arbitration costs and expenses. B. 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 shall be incorporated by reference at such hearing on 10 days' notice and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) 14 days unless otherwise ordered by the arbitrators and the written arbitrator(s). The arbitration award thereon shall be made within fifteen (15) 7 days after the close of the submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement , shall be final and binding on upon all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on upon such award may be entered and enforced by either any party in any the highest court of competent the forum, state or federal, having jurisdiction. v. Except C. The word "Producer" as set forth used in this Agreement includes any 3rd person to whom a commercial has been sold, assigned, transferred, leased or otherwise disposed of. Any Producer including such 3rd party "Producer" may file with SAG-AFTRA the name and address of an available person in New York City, or in Los Angeles, upon whom service of a demand for arbitration and other notices and papers under this Section 15.b64 may be made. If such name and address is not on file with SAG-AFTRA, or if although on file the named person is not available, Producer irrevocably appoints the Secretary of the American Arbitration Association as the agent to accept service and receive all notices, demands for arbitration and service of process in actions on the award in any suit by SAG-AFTRA or SAG-AFTRA members. Producer further agrees that such notices, demands for arbitration and other process or papers may be served on the foregoing persons by registered mail sent to their last known address with the same force and effect as if the same had been personally served., the D. The parties stipulate agree that the provisions of this Section 64 shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out which arises during the period of this Agreement or the transactions described hereinand which is therefore arbitrable as set forth above. The arbitration provisions hereof of this Agreement shall, with respect to such controversy or dispute, 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. All disputes (a) It is agreed, as a severable and controversies independent arbitration agreement separately enforceable from the remainder of every kind and nature between this Agreement, that if the Parties are unable to amicably resolve any parties hereto dispute or difference arising under or out of of, in relation to or in connection any way connected with this Agreement (whether contractual, tortious, equitable, statutory or the transactions described herein as to the constructionotherwise), validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, such matter shall be submitted finally and exclusively referred to and settled by arbitration pursuant to under 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 (“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 retained by either Party or any of its affiliates, shall be incorporated qualified by reference 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 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 serving, or refuse to serve, a successor arbitrator shall be selected and appointed in the same manner as the original arbitrator. (c) Unless otherwise expressly agreed in writing by the Parties: (i) The arbitration proceedings shall be held in Houston, Texas; (ii) The arbitrators shall be and remain at such hearing all times wholly independent and impartial; (iii) The arbitration proceedings shall be conducted under the substantive Commercial Arbitration Rules of the AAA, as amended from time to time; (iv) Any procedural issues not determined under the Commercial Arbitration Rules of the AAA shall be determined by the Arbitration Act and any other laws of the State of Texas Texas, other than those laws which would refer the matter to the laws of another jurisdiction; (excluding conflict of laws provisionsv) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered All decisions and awards by the arbitrators and the written award thereon arbitration tribunal shall be made within fifteen by majority vote; (15vi) days after the close The decision of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant arbitrator’s shall be reduced to this Agreement shall writing; Shall be final and binding on all parties without the right of appeal; and shall be the sole and exclusive remedy regarding any claims, counterclaims, issues or accountings presented to the proceedingarbitrators; 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 resolve not be allowed except those payable to third parties for which liability is allocated between the question Parties by the arbitration award; (viii) Any award of costs 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 arbitrators and all related mattersaward until paid in full, and judgment on 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 and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., having jurisdiction over the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement Party or the transactions described herein. The arbitration provisions hereof shallassets of the Party owing the judgment, with respect or application may be made 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 court for a judicial acceptance of the other parties; nor will any party to award and an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in order of enforcement, as the course of an arbitration hereunder without the prior written consent of such other partycase may be.

Arbitration. All disputes A. As a condition precedent to any right of action hereunder, any irreconcilable dispute or difference of opinion, including formation and controversies validity, and also including, but not limited to, any allegation of every kind and nature between fraud, intentional misrepresentation, unintentional misrepresentation, or any parties hereto other issue whatsoever, arising out of the interpretation, performance or breach of this Contract or any other agreements referenced herein including those referenced in connection with this Agreement or paragraph A of the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Miscellaneous Provisions Article shall be submitted to 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 One arbiter shall be an impartial person) appointed chosen by such party demanding arbitration, together with a statement of the matter in controversy. ii. Within 30 days after receipt of such demandCompany, the other parties shallby 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 written notice delivered request by the other party to do so, the first party, name such parties’ arbitrator (requesting party may choose two arbiters who shall be in turn choose an impartial person)umpire before entering upon arbitration. If such parties the two arbiters fail to name agree upon the selection of an arbitratorumpire within 30 days following their appointment, then the second arbitrator two arbiters shall be named by request the American Arbitration Association (to appoint 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 AAAumpire. 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 shall be incorporated by reference at such hearing and fails to appoint the substantive laws 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 of Texas (excluding conflict of laws provisions) shall applystate in which the arbitration is to be held to appoint the umpire. ivB. Each party shall present its case to the arbiters within 30 days following the date of appointment of the umpire. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority decision of the arbitrators appointed pursuant to this Agreement arbiters shall be final and binding on all parties both parties; but failing to agree, they shall call in the proceeding, shall resolve umpire and the question of costs decision of the arbitrators majority shall be final and all related matters, and judgment on such award binding upon both parties. Judgment upon the final decision of the arbiters may be entered and enforced by either party in any court of competent jurisdiction. The arbiters may award costs and expenses, including reasonable attorneys' fees and other expenses. v. Except C. If more than one Subscribing Reinsurer is involved in the same dispute, all such Subscribing Reinsurers shall, at the option of the Company, constitute and act as set forth in Section 15.bone party for purposes of this Article and communications shall be made by the Company to each of the Subscribing Reinsurers constituting one party, provided, however, that nothing herein shall impair the rights of such Subscribing Reinsurers to assert several, rather than joint, defenses or claims, nor be construed as changing the liability of the Subscribing Reinsurers participating under the terms of this Contract from several to joint. D. Each party shall bear the expense of its own arbiter, and shall jointly and equally bear with the other the expense of the umpire and of the arbitration. In the event 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 stipulate 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 provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 internal laws of the other parties; nor will any party State of shall apply to an arbitration disclose to any third party any confidential information disclosed by any other party to an arbitration in the course regulation of an arbitration hereunder without the prior written consent of such other partyCompany.

Arbitration. All disputes and controversies of every kind and nature between The Parties will first attempt to resolve any parties hereto dispute arising out of or in connection with this Agreement amicably by negotiation between the Parties. All disputes which remain unresolved for [***] after either Party requests in writing to proceed to negotiation under this Section 16.3 shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said Rules. The place of arbitration shall be New York, New York, United States. The language of the arbitration shall be English. Each Party shall nominate one (1) arbitrator, and the two (2) arbitrators so nominated shall nominate a third (3rd) arbitrator, who shall act as the chairperson. If the tribunal orders production of documents, the tribunal shall take guidance from the IBA Rules on the Taking of Evidence in International Arbitration as current on the date of the commencement of the arbitration. The existence and content of the arbitral proceedings, any information exchanged between Parties during the arbitral proceedings and any rulings or award shall be kept confidential by the transactions described herein as Parties and members of the tribunal except (i) to the constructionextent that disclosure may be required by a Party to fulfill a legal duty, validityprotect or pursue a legal right, interpretation or meaningenforce or challenge an award in bona fide legal proceedings before a court or other judicial authority, performance(ii) with the consent of both Parties, non-performance(iii) where needed for the preparation or presentation of a claim or defense in this arbitration, enforcement(iv) where such information is already in the public domain other than as a result of a breach of this clause, operation or breach, (v) by order of the tribunal upon application of a Party. The costs and expenses of translation of relevant documents and translators relating to the arbitration shall be submitted deemed as the costs and expenses of the arbitration, and may be allocated to arbitration pursuant any Party in the award by the tribunal. The tribunal may include in its award an allocation to any Party of costs and expenses relating 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 excluding lawyers’ fee, as 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. iiitribunal deems reasonable. Each party Party shall bear its own arbitration costs cost and expensesexpenses for its own lawyers. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement tribunal shall be final and binding on all parties to upon the proceeding, shall resolve the question of costs of the arbitrators Parties and all related matters, and judgment on such award may be entered and enforced by either party in any competent court of competent appropriate jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 partyEmergency Arbitrator Provisions shall not apply.

Arbitration. All A. Prior to 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 such longer period as the 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 and controversies of every kind and nature between any parties hereto arising out of them under or in connection with respect to this Agreement be resolved without resort to any litigation. As a condition precedent to any right of action hereunder, any dispute or difference between the transactions described herein as Ceding Company and the Reinsurer relating to the constructioninterpretation or performance of this Agreement, including its formation or validity, interpretation or meaningany transaction under this Agreement, performance, non-performance, enforcement, operation whether arising before or breachafter 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 pursuant to proceeding by applicable state law of the following procedures:insolvency. i. After a dispute or controversy arises, any party may, in a C. Arbitration shall be initiated by the delivery of written notice delivered 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 former disinterested officers of life reinsurance or insurance companies other than the two 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 daysAgreement or any company owned by, or in lieu of such agreement on a third arbitrator by the two arbitrators so appointedaffiliated with, 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. iiieither party. Each party shall bear its own arbitration costs appoint an individual as arbitrator and expensesthe 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 hearing hearings shall be held in Dallas, Texas at a location designated by a the city in 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 (180) days of the selection of the umpire 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 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 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 decide the dispute. G. The decision in writing of the majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this Agreement panel shall be final and binding on all upon the parties. Judgment may be entered upon the final decision of the 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 proceedinghearing site, etc.). Costs incurred solely by one of the parties shall resolve be borne by that party. Once the question of costs panel has been selected, the panel shall agree on one billable rate for each of the arbitrators and all related matters, umpire and judgment on such award may that sole cost shall be entered and enforced by either party in any court of competent jurisdiction. v. Except as set forth in Section 15.b., disclosed to the parties stipulate that the provisions of this Section shall be and become payable as a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions jointly incurred cost as 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 partyabove.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any controversy or claim arising out of or in connection with this Agreement relating to the Agreement, or the transactions described herein as breach thereof, or any failure to agree where agreement of the constructionparties is necessary pursuant hereto, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breachincluding the determination of the scope of this agreement to arbitrate, shall be submitted to arbitration pursuant to resolved by the following procedures:procedures (provided, however, that any dispute over benefits shall first be subject to and determined in accordance with the claims procedure set forth in Section 3.10 hereof): i. After a 3.11.1. The parties agree to submit any 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 final and binding arbitration administered 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 pursuant to 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 shall be incorporated by reference AAA as in effect at such hearing and the substantive laws time of the State of Texas (excluding conflict of laws provisions) shall apply. ivsubmission. The arbitration hearing shall be concluded held in Boston, Massachusetts before a single neutral, independent, and impartial arbitrator (the “Arbitrator”). 3.11.2. Unless the parties have agreed upon the selection of the Arbitrator before then, the AAA shall appoint the Arbitrator within ten thirty (1030) days unless otherwise ordered by after the arbitrators and the written award thereon submission to AAA for binding arbitration. The arbitration hearings shall be made 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 submission of evidencethe proceeding. An The Arbitrator’s award rendered by a majority of the arbitrators appointed pursuant to this Agreement shall not include consequential, exemplary, or punitive damages. The Arbitrator’s award shall be a final and binding on all parties to the proceeding, shall resolve the question of costs determination of the arbitrators dispute and all related matters, and judgment on such award may shall be entered and enforced by either party fully enforceable in any court of competent jurisdiction. v. . Except as set forth in Section 15.b.a proceeding to enforce the results of the arbitration, neither party nor the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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 Arbitrator may disclose the existence existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Except as may otherwise be decided by the other Arbitrator, each party shall pay the fees of its own counsel; and the costs of the arbitration, including the fees of the Arbitrator, shall be shared equally by the 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. All disputes and controversies of every kind and nature between any parties hereto 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 arbitration pursuant to the following procedures: i. (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. ii. (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. iii. (3) Each party shall bear its own arbitration costs and expenses. The arbitration hearing shall be held in DallasHouston, Texas at a location designated by a majority of the arbitrators. The Commercial Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. (4) The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 of competent jurisdiction. v. (5) Except as set forth in Section 15.b.6(e)(ii), the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or 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. All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with this Agreement or If the transactions described herein as Parties are unable to resolve the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, shall be submitted to arbitration pursuant to Dispute within ninety (90) days following 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 receipt of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitrationNotice of Dispute, together with a statement of either Party may submit the matter in controversy. ii. Within 30 days after receipt to be resolved by binding arbitration conducted by the office 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 in Houston, Texas (the “AAA”). The two arbitrators so selected shall name a third arbitrator (who arbitration shall be an impartial personconducted in accordance with the AAA’s Commercial Arbitration Rules (the “Rules”) within 30 dayseffective at the time of the Dispute. The Expedited Procedures of the Rules shall apply to any Dispute in which no disclosed claim or counterclaim exceeds $5,000,000.00, or in lieu exclusive of such agreement on a third arbitrator by interest and arbitration fees and costs. If the two arbitrators so appointedExpedited Procedures should apply, the third arbitration shall be heard and decided by a single arbitrator shall to be appointed by the AAA. If any arbitrator appointed hereunder shall dieFor all other Disputes, resign, refuse or become unable to act before an the arbitration decision is rendered, then the vacancy shall be filled heard and decided by three arbitrators, one to be designated by each Party and the third arbitrator to be selected by the method set forth in this Section for mutual agreement of the original appointment two arbitrators. Each Party shall designate its arbitrator within twenty (20) days of the 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. 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 shall be incorporated by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered arbitrators selected by the arbitrators and Parties shall select the written award thereon shall be made third arbitrator within fifteen (15) days after the close of submission of evidencetheir appointment. An award rendered by a majority of If the arbitrators appointed pursuant selected by the Parties are unable or fail to this Agreement agree upon the third arbitrator within such fifteen-day period, the AAA shall select the third arbitrator. 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 for all parties to the proceeding, shall resolve the question of costs of the arbitrators and all related matters, and judgment on such purposes. Judgment upon a final award may be entered and enforced by either party in any court of competent having jurisdiction. v. Except as set forth in . This Section 15.b., the parties stipulate that the provisions of this Section 14 shall be a complete defense to survive any suit, action or proceeding instituted in any federal, state or local court or 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 For the avoidance of doubt, for the purpose of designating arbitrators in an arbitration may disclose tribunal consisting of three arbitrators, 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 partyXxxxxxx Parties shall be treated as a single Party.

Arbitration. (a) All disputes and controversies of every kind and nature between any parties hereto arising out of or in connection with under this Agreement or the transactions described herein as to the construction, validity, interpretation or meaning, performance, non-performance, enforcement, operation or breach, Article XI shall be submitted to settled by binding arbitration pursuant to the following procedures: i. After rules of the American Arbitration Association. Arbitration may be commenced at any time by any Party hereto giving written notice to each other Party to a dispute or controversy arisesof its demand for arbitration, any party may, in a written notice delivered to the other parties to the dispute, which demand such arbitration. Such notice shall designate set forth the name and address of the arbitrator (who shall be an impartial person) appointed by such party demanding arbitration, together with a statement of the matter in controversy. iiits arbitrator. Within 30 twenty (20) days after receipt of such demandnotice, the other parties shallParty shall select its arbitrator and so notify the demanding Party. Within twenty (20) days thereafter, 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 select the third arbitrator. In default of either side naming its arbitrator (who shall be an impartial person) within 30 days, as aforesaid or in lieu default of such agreement on a third arbitrator by the two arbitrators so appointed, selection of the third arbitrator shall be appointed by the AAA. If any arbitrator appointed hereunder shall dieas aforesaid, 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 shall be incorporated designate such arbitrator upon the application of either party. Any arbitration proceeding hereunder shall take place in Suffolk County, New York or San Diego, California or such other location as agreed to by reference at such hearing and the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. ivParties. The arbitration hearing dispute shall be concluded within ten (10) days unless otherwise ordered heard by the arbitrators and within thirty (30) days after selection of the written award thereon third arbitrator. The decision of the arbitrators shall be made rendered within fifteen thirty (1530) days after the close hearing. Each Party shall pay its own expenses of submission arbitration and the expenses of evidence. An award rendered by the arbitrators shall be equally shared; provided, however, that if, in the opinion of the majority of the arbitrators, any claim for indemnification or any defense or objection thereto 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 against the Party raising such unreasonable claim, defense or objection. (b) To the extent that arbitration may not be legally permitted hereunder or contractually permitted under any insurance policy providing coverage, 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 resolve disputes hereunder. (c) The decision of a majority of the arbitrators appointed pursuant to this Agreement shall be final final, binding and binding on all parties to the proceedingconclusive, shall resolve the question of costs of the arbitrators and all related mattersbe specifically enforceable, and judgment on such award may be entered and enforced by either party upon it in any court of competent jurisdiction. v. Except as set forth in Section 15.b., the parties stipulate that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal accordance 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 applicable law in the course appropriate court in the States of an arbitration hereunder without the prior written consent New York and California with no right of such other partyappeal therefrom.

Arbitration. All disputes and controversies of every kind and nature between any parties hereto Any controversy, claim or dispute arising out of or in connection with this Agreement or the transactions described herein as to the constructionRegistration Rights Agreement, including any question regarding its existence, validity, interpretation interpretation, breach, or meaning, performance, non-performance, enforcement, operation or breachtermination, shall be submitted referred to arbitration pursuant to and finally resolved in accordance with 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 International Arbitration Rules of the American Arbitration Association shall be incorporated by reference at such hearing Association, and judgment upon the substantive laws of the State of Texas (excluding conflict of laws provisions) shall apply. iv. The arbitration hearing shall be concluded within ten (10) days unless otherwise ordered by the arbitrators and the written award thereon shall be made within fifteen (15) days after the close of submission of evidence. An award rendered by a majority of the arbitrators appointed pursuant to this 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 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 enforced 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 of competent jurisdiction. v. Except as set forth in Section 15.b.(f) To the extent practicable, the parties stipulate arbitral tribunal shall render its award no more than 60 calendar days from the date that the provisions of this Section shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative three member tribunal with respect to any controversy or dispute arising out of this Agreement or the transactions described hereinis constituted. The arbitration provisions hereof shall, with respect arbitral tribunal shall not lose jurisdiction over the matter based on a failure to such controversy or dispute, survive the termination or expiration of render an award within 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 partytime period.