Common use of Dispute Resolution; Arbitration Clause in Contracts

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”) will be resolved by arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to the Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provision.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. The procedures for dispute resolution under this Agreement ("Alternate Dispute Resolution") shall be as follows: (a) Except as expressly otherwise provided belowin Section 7.18, Landlord and Resident the parties agree that to the fullest extent permitted by applicable law, any dispute controversy or claim arising out of or relating in any way to this Contract Agreement or a similar prior contractthe breach hereof that cannot be settled by agreement of the parties within 30 days shall first be submitted to the Board of Governors of the General Partner for consideration. If the controversy or claim cannot be settled by unanimous vote of such Board of Governors (as defined in the Limited Liability Company Agreement) within an additional 30 days, the Premisesit shall be subject to arbitration as described in Section 12.9(b) below ("Alternate Dispute Resolution"). (b) Except as provided above in Section 7.18 or Section 12.9(a), any controversy or claim arising out of or relating to this Agreement, or the relationship between Resident and Landlord and its affiliates breach hereof, (including matters occurring prior or, except as otherwise provided therein, relating to any of the date Partnership Agreement, the Limited Liability Company Agreement or any of this Contract and disputes with third parties) (collectively, “Claims”) will be resolved by arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturersthe Ancillary Agreements, or contractors. Except as expressly provided hereinthe breach thereof) shall be settled by arbitration administered by the JAMS/Endispute, any arbitration will be conducted pursuant to Inc. ("JAMS") under the applicable rules (the “Commercial Arbitration Rules”) Rules of the American Arbitration Association. Should The arbitration proceedings shall be conducted in Memphis, Tennessee. Any dispute submitted for arbitration shall be referred to a panel of three arbitrators. The party or parties submitting the AAA intention to arbitrate (the "Demand") shall nominate one arbitrator, who shall be unavailableindependent of the party or parties nominating him. The party or parties required to answer the Demand shall nominate one arbitrator, unable who shall be independent of the party or unwilling parties nominating him. If the arbitrator chosen by the party or parties submitting the Demand and the arbitrator chosen by the party or parties answering the Demand can agree upon a neutral arbitrator within seven days of submission to accept and administer the arbitration JAMS of any claim under these arbitration provisions the answer to the Demand, then such individual shall serve as writtenthe third arbitrator. If no such agreement is reached, the parties third arbitrator shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to by the Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the disputeJAMS. The arbitration will award shall be concluded within three months of final and binding on the date the arbitrator is appointed. Because the Contract memorializes a transaction parties and shall be enforced in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000accordance with its terms. The following matters will not arbitration award shall be subject to arbitration but will instead be adjudicated in enforceable by any court having jurisdiction over the appropriate court of the state in party against which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisionaward has been rendered.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY(a) In the event dispute arises, it shall first be referred to senior management of each company. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that If senior management cannot resolve the dispute within 10 Business Days then the parties shall follow the terms of subsection (b). (b) Any dispute not otherwise resolved hereunder may be submitted for arbitration hereunder by either Party delivering to the fullest extent permitted by applicable law, any other a notice demanding arbitration of the dispute arising out in accordance with the commercial arbitration rules of or relating in any way to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates American Arbitration Association (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “ClaimsAAA”) will be resolved by then in effect. (c) Each Party shall, within thirty (30) days of delivery of the notice demanding arbitration, including any dispute about arbitrabilityselect an arbitrator (each, such as scope and enforceabilitya “Party Arbitrator”). The right and obligation to arbitrate under this section Party Arbitrators shall extend to all Claimsselect, including those against or involving within ten (10) days, a third parties such neutral arbitrator, who shall serve as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules Chairman (the “Arbitration RulesChairman”) of the American Arbitration Associationarbitration panel. Should In the AAA absence of agreement between the Party Arbitrators on selection of the third arbitrator, the third arbitrator shall be unavailableselected by the AAA. (d) No arbitrator may have a direct or indirect interest in either Party or the subject of the arbitration, unable or unwilling to accept and administer PROVIDED HOWEVER that each Party may communicate ex parte with their respective Party Arbitrator, but not the Chairman of the arbitration panel. (e) The place of any claim under these the arbitration provisions shall be at a location as writtenmutually agreed to by the Parties at a site chosen by the arbitration panel or, in the absence of agreement among the panel, by the Chairman. (f) The arbitration panel shall determine the rules of procedure or, in the absence of agreement among the panel, the parties Federal Rules of Civil Procedure shall agree on a substitute arbitration organizationgovern the procedure for discovery as well as presentation of the evidence. In any event, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitratorpanel or, but in the event that absence of agreement among the parties are unable to agreepanel, the arbitrator will be appointed pursuant Chairman shall have the right to impose reasonable restrictions on the Arbitration Rules. taking of discovery, including limitations on the number of and length of depositions of witnesses. (g) The arbitrator will be arbitration panel shall begin hearing evidence within ninety (90) days of selection of the Chairman, unless extended for a practicing attorney with significant expertise in litigating and/or presiding over cases involving reasonable period upon agreement among the substantive legal areas involved arbitration panel, or in the disputeabsence of agreement among the panel, by the Chairman. The arbitration will be concluded panel shall render its decision in writing within three months thirty (30) days of the date close of evidence. Judgment upon the arbitrator is appointed. Because award rendered by the Contract memorializes a transaction in interstate commerce, arbitration panel may be entered by any court having jurisdiction. (h) During the Federal Arbitration Act governs course of the interpretation and enforcement of these arbitration provisions. More information about arbitration, including each Party shall pay its own expenses, but the Arbitration Rulesarbitration panel, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court final award, may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable award costs and fees incurred in connection with such matterexpenses, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASSto the prevailing party if the panel determines that such an award is appropriate, AND NON-REPRESENTATIVE CAPACITYPROVIDED HOWEVER that the arbitration panel shall in no way exceed in its award the limits, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement if any, on damages afforded by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing New York law or the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out provisions of this arbitration agreement. To be effectiveAgreement, particularly Article XII. (i) The Parties shall continue performance of their obligations under this Agreement during the opt-out notice must be mailed no later than 30 days after course of any dispute hereunder except for a dispute in which a Party is seeking to terminate the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisionAgreement.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”) will be resolved by arbitration, including any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to the Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT PERMITTED BY LAW, RESIDENT AND LANDLORD HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JURY, EVEN FOR DISPUTES NOT SUBJECT TO ARBITRATION. Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provision.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY(a) Any Dispute shall be resolved solely and exclusively in accordance with this GTC Section XIII. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree The Parties shall attempt in good faith to settle any Dispute by mutual discussions within thirty (30) days after the date that one Party gives written notice to the fullest extent permitted other Party of such Dispute. If the Dispute is not resolved within such thirty (30) day period, or such longer period that may subsequently be agreed to in writing by applicable law, any dispute arising out of or relating in any way to this Contract or a similar prior contractthe Parties, the Premises, or Parties may cause the relationship between Resident and Landlord and its affiliates Dispute to be finally settled by arbitration in accordance with GTC Section XIII(b). (including matters occurring prior to the date of this Contract and disputes with third partiesb) THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (collectively, “ClaimsAAA”) will be resolved by in accordance with the commercial arbitration rules of the AAA in effect at the time of the arbitration, including any dispute about arbitrability, such except as scope and enforceabilitymay be modified herein or by mutual agreement of the Parties. The right and obligation to arbitrate under this section seat of the arbitration shall extend to all Claimsbe in Houston, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractorsTexas. Except as expressly provided herein, any The arbitration will shall be conducted pursuant to the applicable rules by three arbitrators. The Party initiating arbitration (the “Arbitration RulesClaimant”) shall appoint an arbitrator in its request for arbitration (the “Request”). The other Party (the “Respondent”) shall appoint an arbitrator within [***] days of receipt of the American Arbitration AssociationRequest and shall notify the Claimant of such appointment in writing. Should The first two arbitrators appointed in accordance with this GTC Section XIII(b) shall appoint a third arbitrator within [***] days after the Respondent has notified the Claimant of the appointment of the Respondent’s arbitrator. When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall notify the Parties of the appointment. If the first two arbitrators fail to appoint a third party arbitrator or to notify the Parties within the time period described above, then the AAA be unavailable, unable or unwilling to accept shall appoint the third arbitrator and administer shall promptly notify the arbitration Parties of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as writtenappointment. The parties will select third arbitrator shall act as chair of the tribunal. The arbitral award shall be in writing and shall be accompanied by a single arbitrator, but in statement of reasons upon which the event that the parties are unable to agree, the arbitrator award is based. The award will be appointed pursuant to final and binding upon the Arbitration RulesParties. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months award may include an award of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such mattercosts, including reasonable attorneys’ feesfees and disbursements. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUALjudgment upon the award may be entered by any court having jurisdiction thereof. Without an express award of costs by the tribunal, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; the costs of the arbitration shall be shared equally by the Claimant and Respondent. (c) THIS AGREEMENT AND ANY DISPUTE INVOLVING THIS AGREEMENT, INCLUDING ANY DISPUTE BY OR BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisionPRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY(a) In the event dispute arises, it shall first be referred to senior management of each company. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that If senior management cannot resolve the dispute within 10 Business Days then the parties shall follow the terms of subsection (b). (b) Any dispute not otherwise resolved hereunder may be submitted for arbitration hereunder by either Party delivering to the fullest extent permitted by applicable law, any other a notice demanding arbitration of the dispute arising out in accordance with the commercial arbitration rules of or relating in any way to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates American Arbitration Association (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “ClaimsAAA”) will be resolved by then in effect. (c) Each Party shall, within thirty (30) days of delivery of the notice demanding arbitration, including any dispute about arbitrabilityselect an arbitrator (each, such as scope and enforceabilitya “Party Arbitrator”). The right and obligation to arbitrate under this section Party Arbitrators shall extend to all Claimsselect, including those against or involving within ten (10) days, a third parties such neutral arbitrator, who shall serve as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules Chairman (the “Arbitration RulesChairman”) of the American Arbitration Associationarbitration panel. Should In the AAA absence of agreement between the Party Arbitrators on selection of the third arbitrator, the third arbitrator shall be unavailableselected by the AAA. (d) No arbitrator may have a direct or indirect interest in either Party or the subject of the arbitration, unable or unwilling to accept and administer PROVIDED HOWEVER that each Party may communicate ex parte with their respective Party Arbitrator, but not the Chairman of the arbitration panel. (e) The place of any claim under these the arbitration provisions shall be at a location as writtenmutually agreed to by the Parties at a site chosen by the arbitration panel or, in the absence of agreement among the panel, by the Chairman. (f) The arbitration panel shall determine the rules of procedure or, in the absence of agreement among the panel, the parties Federal Rules of Civil Procedure shall agree on a substitute arbitration organizationgovern the procedure for discovery as well as presentation of the evidence. In any event, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitratorpanel or, but in the event that absence of agreement among the parties are unable to agreepanel, the arbitrator will be appointed pursuant Chairman shall have the right to impose reasonable restrictions on the Arbitration Rules. taking of discovery, including limitations on the number of and length of depositions of witnesses. (g) The arbitrator will be arbitration panel shall begin hearing evidence within ninety (90) days of selection of the Chairman, unless extended for a practicing attorney with significant expertise in litigating and/or presiding over cases involving reasonable period upon agreement among the substantive legal areas involved arbitration panel, or in the disputeabsence of agreement among the panel, by the Chairman. The arbitration will be concluded panel shall render its decision in writing within three months thirty (30) days of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provision.close of

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTSAny claim or controversy between the Parties that arises out of this Agreement or breach thereof (a “Dispute”) shall be resolved in accordance with the procedures specified in this Section 15.9, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord which shall be the sole and Resident agree that exclusive procedures for the resolution of any such Disputes (except for disputes relating to the fullest extent permitted by applicable law, any Build-Out which shall initially be addressed through the procedure set forth in Section 2.3 and shall follow the procedure set forth herein when such dispute arising out of or relating in any way to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior is escalated to the date Chief Executive Officer of this Contract and disputes with third parties) each Party). The Parties shall first attempt in good faith to resolve any Dispute promptly by negotiations between the Chief Executive Officer of each Party. Any Dispute that has not been resolved by negotiation as provided in the foregoing sentence within [**] after escalation to the Chief Executive Officer of each Party (collectively, “Claims”which escalation shall be documented in writing) will be resolved by binding arbitration, including any dispute about arbitrability, such as scope and enforceabilityunless the Parties mutually agree to an extended period of negotiation. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single by one arbitrator, but in the event that the parties are unable to agree, the arbitrator who will be appointed pursuant to the agreement of the Parties within [**] after filing, or if the Parties are unable to agree on an arbitrator within [**] after filing, pursuant to the Commercial Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving Rules and Mediation Procedures of the substantive legal areas involved in the disputeAmerican Arbitration Association (“AAA”). The arbitration will be concluded within three months held in New York, New York and will be conducted in accordance with the Commercial Arbitration Rules and Mediation Procedures of the date AAA, except that the rules set forth in this Section 15.9 will govern such arbitration to the extent they conflict with the rules of the Commercial Arbitration Rules and Mediation Procedures of the AAA. Time is of the essence for any arbitration under this Agreement and arbitration hearings shall take place within [**] after filing and awards rendered within [**] after filing. The arbitrator is appointedshall agree to these limits prior to accepting appointment. Because In the Contract memorializes a transaction arbitration, Massachusetts law will govern, except to the extent that those laws conflict with the Commercial Arbitration Rules and Mediation Procedures of the AAA and the provisions of this Section 15.9. The disclosure rules provided for in interstate commercethe AAA Commercial Arbitration Rules shall govern. The arbitrator shall not award damages in any arbitration initiated under this Section 15.9 that conflict with the limitations set forth in Article 13. The arbitrator may award to the prevailing Party, if any, as determined by the Federal Arbitration Act governs arbitrator, all of their costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rulesarbitrators’ fees, is available at xxx.xxx.xxx or by calling 0administrative fees, travel expenses, out-000of-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate pocket expenses such as copying and telephone, court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; costs, witness fees, and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUALExcept as may be required by law or regulation, NON-CLASSneither a Party nor an arbitrator may disclose the existence, AND NON-REPRESENTATIVE CAPACITYcontent, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this or results of any arbitration agreement hereunder without the prior written consent of both Parties. In the event a person fails to comply with the procedures in any arbitration in a manner deemed material by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effectivearbitrator, the opt-out notice must be mailed no later than 30 days after arbitrator will fix a reasonable period of time for compliance and, if the date Resident becomes bound person does not comply within said period, a remedy deemed just by the arbitration agreementarbitrator, including an award of default, may be imposed. Please note that Resident The determination of the arbitrator will continue to be bound final and binding on Translate Bio and AMRI. Judgment upon the award rendered by the arbitrator may be entered in any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisioncourt having jurisdiction thereof.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY(a) The parties shall use their best efforts to avoid the occurrence of any claim or dispute hereunder. IT AFFECTS RESIDENT’S RIGHTSIn the event any claim, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISESdispute or other matter in question arises relating to this Agreement, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that the parties shall promptly refer the same to the fullest extent permitted by applicable lawgeneral manager of EPOS and the general manager of Glencore, any each of whom shall use reasonable efforts to achieve resolution thereof. Any claim, dispute or other matter in question unresolved thirty (30) days after such referral may be resolved in accordance with subsection (b) below. (b) Any claim, dispute or controversy arising out of or relating in any way to this Contract Agreement and not resolved in accordance with the provisions of Section 20.1shall be submitted to binding arbitration by the American Arbitration Association ("AAA") for arbitration in New York, NY in accordance with the AAA Rules for Arbitration then in effect. There shall be three arbitrators, with each party selecting one; the third arbitrator, who shall be the chairman of the panel, shall be selected by the two party‑appointed arbitrators. The claimant shall name its arbitrator in the demand for arbitration and the responding party shall name its arbitrator within thirty (30) days after receipt of the demand for arbitration. The third arbitrator shall be named within thirty 30 days after the appointment of the second arbitrator. The AAA shall be empowered to appoint any arbitrator not named in accordance with the procedure herein. The arbitrators shall have no jurisdiction to consider claims for consequential damages or a similar prior contract, damages beyond the Premises, or limitations of liability contained in this Agreement. The decision of the relationship between Resident arbitrators shall be final and Landlord binding upon the parties without the right of appeal to the courts. The award rendered by the arbitration shall be final and its affiliates judgment thereon may be entered by any court having jurisdiction thereof. The costs and expenses of the arbitration (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”reasonable attorney's fees) will be resolved borne by arbitrationthe losing party, including any dispute about arbitrability, such as scope unless the arbitrators determine that it would be manifestly unfair to honor this agreement of the parties and enforceabilitydetermine a different allocation of costs. The right and obligation arbitrators shall have no authority to arbitrate award punitive damages under this section shall extend to all Claimsany circumstances (whether it be exemplary damages, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturerstreble damages, or contractors. Except as expressly provided herein, any arbitration will other penalty or punitive type of damages) regardless of whether such damages may be conducted pursuant to the applicable rules (the “Arbitration Rules”) of the American Arbitration Association. Should the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim available under these arbitration provisions as written, the parties shall agree on a substitute arbitration organization, such as JAMS, that will enforce the arbitration provisions as written. The parties will select a single arbitrator, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to the Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may hereby waiving their right, if any, to recover their reasonable costs and fees incurred punitive damages in connection with any such matterclaims, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisiondisputes or disagreements.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS(a) The parties will act in good faith and use commercially reasonable efforts to promptly resolve any claim, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISESdispute, INCLUDING GUESTSclaim, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord controversy or disagreement (each a “Dispute”) between the parties or any of their respective successors and Resident agree that assigns under this Agreement (other than with respect to the fullest extent permitted by applicable law, any dispute arising out of documents evidencing or relating securing the Acquisition Financing). If the parties cannot resolve the Dispute within a reasonable time frame (not to exceed 10 days from the date one party provides written notice thereof to the each other party in any way to this Contract or a similar prior contractsuch Dispute), the Premises, or Dispute will be submitted to arbitration conducted by the relationship between Resident and Landlord and its affiliates American Arbitration Association (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “ClaimsAAA”) in New York, New York and will be resolved by arbitration, including any dispute about arbitrability, such as scope initiated and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant to in accordance with the applicable rules Commercial Arbitration Rules (the “Arbitration Commercial Rules”) of the American Arbitration AssociationAAA, as such rules will be in effect on the date of delivery of a demand for arbitration (“Demand”), except to the extent that such rules are inconsistent with the provisions set forth herein. Should Notwithstanding the AAA be unavailable, unable or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as writtenforegoing, the parties shall may agree on a substitute in good faith that the AAA rules and procedures will not apply in order to promote the efficient arbitration organizationof Disputes where the nature of the Dispute, including without limitation the amount in controversy, does not justify the application of such as JAMS, that procedures. (b) The arbitration panel will enforce consist of three arbitrators. Each party will name an arbitrator within ten (10) days after the arbitration provisions as writtendelivery of the Demand. The two arbitrators named by the parties will select may have prior relationships with the naming party, which in a single judicial setting would be considered a conflict of interest. The third arbitrator, but in selected by the event that first two, should be a neutral participant, with no prior working relationship with either party. If the parties two arbitrators are unable to agreeselect a third arbitrator within ten (10) days, the a third neutral arbitrator will be appointed pursuant by the AAA from the panel of commercial arbitrators. If a vacancy in the arbitration panel occurs after the hearings have commenced, the remaining arbitrator or arbitrators may not continue with the hearing and determination of the controversy, unless the parties agree otherwise. The decision of any two (2) arbitrators shall be binding on the panel. (c) The laws of the State of Delaware will govern the arbitrability of all Disputes. The arbitrators will allow such discovery as is appropriate to the Arbitration Rulespurposes of arbitration in accomplishing a fair, speedy and cost-effective resolution of the Disputes. The arbitrator arbitrators will reference New York Rules of Civil Procedure then in effect in setting the scope and timing of discovery. The New York Rules of Evidence will apply. The arbitrators may enter a default decision against any party who fails to participate in the arbitration proceedings. (d) Any award by the arbitrators will be accompanied by a practicing attorney with significant expertise written decision setting forth the findings of fact and conclusions of law relied upon in litigating and/or presiding over cases involving reaching the substantive legal areas involved in the disputedecision. The award rendered by the arbitrators will be final and binding upon the parties, and judgment upon such award may be entered by any court of competent jurisdiction. The parties agree that the existence, conduct and content of any arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation kept confidential and enforcement of these arbitration provisions. More no party will disclose to any person any information about such arbitration, including the Arbitration Rules, is available at xxx.xxx.xxx except as may be required by law or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated in the appropriate court of the state in which the Facility is located: (a) an action for possession any governmental authority or for injunctive remedies provided under applicable landlordfinancial reporting purposes in each party's financial statements. (e) The non-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law prevailing party (as determined by a binding court decisionthe arbitrators) or will pay the applicable arbitration rules do not permit arbitration reasonable fees of each party's own outside attorneys, reasonable expenses of witnesses and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their all other reasonable expenses and costs and fees incurred in connection with the presentation of such matterparty's case (collectively, “Attorneys' Fees”). The remaining costs of the arbitration, including reasonable attorneys’ feeswithout limitation, fees of the arbitrators, costs of records or transcripts and administrative fees (collectively, “Arbitration Costs”) will be born ratably by the parties involved in the dispute in accordance with their Interests in the Partnership. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing Notwithstanding the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effectiveforegoing, the opt-out notice must be mailed no later than 30 days after arbitrators may modify the date Resident becomes bound by allocation of Arbitration Costs and Attorneys' Fees in those cases where fairness dictates a different allocation of Arbitration Costs between the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisionparties.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS(a) In an effort to resolve informally and amicably any dispute or Action that might arise between the Parties or their respective Affiliates hereunder or under any of the other Transaction Documents, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that Calpine or Bear Xxxxxxx may by providing notice to the fullest extent permitted other refer any matter in dispute for 77 resolution to Xxxx X. Xxxxxx and Xxxxxxx Xxxxxxxx, respectively. Calpine or Bear Xxxxxxx may change the designation of the applicable aforementioned individual established by applicable lawthe previous sentence by notice to Bear Xxxxxxx or Calpine, respectively. If settlement is not thereafter reached through their efforts within twenty (20) days following such referral, or such longer time period as the Parties may agree, then any Party may initiate arbitration proceedings as set forth below to resolve the matter. (b) Each of the Parties agrees that, notwithstanding anything herein to the contrary, any dispute arising out of or relating in any way Action not otherwise resolved pursuant to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third partiesSection 18.4(a) (collectively, “Claims”) will shall be resolved by arbitration, including binding arbitration proceedings in accordance with this Section 18.4. Any dispute not otherwise resolved may be submitted for arbitration hereunder by any dispute about arbitrability, such as scope and enforceability. The right and obligation to arbitrate under this section shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted pursuant Party delivering to the applicable other Parties that are not its Affiliates a notice demanding arbitration of the dispute in accordance with the commercial arbitration rules (the “Arbitration Rules”) of the American Arbitration AssociationAssociation (“AAA”) then in effect. Should To the AAA extent that such provisions are not inconsistent with such rules, the remaining provisions of this Section 18.4 shall also apply to such proceedings. (c) Each of Calpine and Bear Xxxxxxx, within thirty (30) days of delivery of the notice demanding arbitration, shall select an arbitrator (each, a “Party Arbitrator”). The Party Arbitrators shall select, within ten (10) days, one neutral arbitrator, who shall serve as the Chairman (“Chairman”) (together with the Party Arbitrators, the “Arbitration Panel”). In the absence of agreement between the Party Arbitrators on selection of the Chairman, the Chairman shall be unavailableselected by the AAA. (d) No member of the Arbitration Panel may have a direct or indirect interest in any Party or the subject of the arbitration; provided however that each of Calpine and Bear Xxxxxxx may communicate ex parte with its respective Party Arbitrator, unable or unwilling to accept and administer but not the Chairman. (e) The place of the arbitration shall be a place mutually agreed upon by the Parties at a site chosen by the Arbitration Panel or, in the absence of any claim under these arbitration provisions as writtenagreement among the Arbitration Panel, at a site chosen by the parties shall Chairman; provided, however, that if the Parties are not able to mutually agree on a substitute arbitration organizationupon the place of arbitration, such as JAMSplace shall be New York, that will enforce New York. (f) The Arbitration Panel shall determine the arbitration provisions as written. The parties will select a single arbitratorrules of procedure or, but in the event that the parties are unable to agree, the arbitrator will be appointed pursuant to absence of agreement among the Arbitration Rules. The arbitrator will be a practicing attorney with significant expertise in litigating and/or presiding over cases involving the substantive legal areas involved in the dispute. The arbitration will be concluded within three months of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commercePanel, the Federal Rules of Civil Procedure shall govern the procedure for discovery as well as presentation of the evidence. In any event, the Arbitration Act governs Panel or, in the interpretation and enforcement absence of these arbitration provisions. More information about arbitrationagreement among the Arbitration Panel, the Chairman, shall have the right to impose reasonable restrictions on the taking of discovery, including limitations on the number of and length of depositions of witnesses. (g) The Arbitration Rules, is available at xxx.xxx.xxx or by calling 0-000-000-0000. The following matters will not be subject to arbitration but will instead be adjudicated Panel shall render a reasoned decision in the appropriate court writing within thirty (30) days of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlord-tenant laws or to enforce intellectual property rights; (b) close of evidence. Any award issued as a suit by Landlord or its assignee for collection result of amounts owed by Resident under this Contract; such arbitration shall be final and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties thereto and judgment upon the award rendered by the arbitration panel may recover their reasonable be entered, and shall be enforceable, by any Governmental Authority having jurisdiction over the party against whom enforcement is sought. (h) During the course of the arbitration, each Party shall pay its and its Affiliates’ own fees, costs and fees incurred in connection with such matter, expenses (including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUALand Calpine, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing on the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severedone hand, and Bear Xxxxxxx, on the remaining arbitration terms other hand, shall be enforcedeach pay one-half of any fees, except costs and expenses of the Arbitration Panel; provided, however that the Arbitration Panel shall in no way award damages for any Claim of a type that are not permitted for such Claim under New York law and the provisions of the Transaction Documents or that exceed the limits, if any, on damages afforded by New York law and the class action waiver above is found unenforceableprovisions of the Transaction Documents, the entire arbitration agreement is voidparticularly Article XVII. (i) Calpine and Bear Xxxxxxx may mutually agree, other than the jury waiver provisioneach in their sole discretion, to reduce any time periods specified in this Section 18.4 to resolve any dispute or controversy on an expedited basis.

Dispute Resolution; Arbitration. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT AFFECTS RESIDENT’S RIGHTS, AND THE RIGHTS OF THOSE TO WHOM RESIDENT PROVIDES ACCESS TO THE PREMISES, INCLUDING GUESTS, GUARANTORS, AND ASSIGNEES. Except as expressly provided below, Landlord and Resident agree that to the fullest extent permitted by applicable law, any Any dispute arising out of or relating in any way related to this Contract or a similar prior contract, the Premises, or the relationship between Resident and Landlord and its affiliates (including matters occurring prior to the date of this Contract and disputes with third parties) (collectively, “Claims”) will Agreement which cannot be resolved by arbitrationnegotiation, including any dispute about arbitrability, such as scope and enforceabilityshall be submitted for amicable settlement to a neutral third party for conciliation in New York City. The right and obligation to arbitrate under this section Requests for conciliation shall extend to all Claims, including those against or involving third parties such as Landlord’s or its affiliates’ officers, directors, employees, agents, shareholders, members, partners, subsidiaries, joint venturers, or contractors. Except as expressly provided herein, any arbitration will be conducted made pursuant to the applicable rules International Chamber of Commerce ("ICC") Rules for Optional Conciliation, whereunder the “Arbitration Rules”) president of the American Arbitration AssociationICC shall appoint a Conciliation Committee consisting of two members of the same nationalities of the two parties and a third member from a third country, who shall preside as chairman of the Committee. Should If the AAA be unavailable, unable conciliation has not been accomplished within sixty (60) days by way of a settlement of the suit or unwilling to accept and administer the arbitration of any claim under these arbitration provisions as writtena basis for settlement, the parties shall agree on a substitute either party may proceed to arbitration organization, such as JAMS, that will enforce the arbitration provisions as writtenwithout prejudice. The parties will select a single arbitratoragree to split evenly the expenses for conciliation, but in regardless of the outcome. In the event that the parties are unable to agreedispute has not been settled by negotiation or conciliation, the arbitrator will dispute shall be finally settled by binding arbitration in accordance with the Rules of Arbitration of the ICC by three (3) arbitrators appointed pursuant to the Arbitration Rulesin accordance with this paragraph. The arbitrator will decision of the arbitrators shall be a practicing attorney with significant expertise final and binding on the parties. Venue for all proceedings shall be in litigating and/or presiding over cases involving the substantive legal areas involved in the disputeNew York City. The arbitration will be concluded within three months costs of the date the arbitrator is appointed. Because the Contract memorializes a transaction in interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. More information about arbitration, including the Arbitration Rulesfees and expenses of the Arbitrators and any administrative expenses, is available at xxx.xxx.xxx or shall be shared equally by calling 0-000-000-0000the parties regardless of the outcome. Each party shall bear the cost of preparing and presenting its case. The following matters will not language of arbitration shall be subject English. The parties each shall, within twenty (20) business days, choose one arbitrator who shall be independent of the parties to the arbitration but will instead and whose training, professional activity and nationality are suitable to them. The two chosen arbitrators shall promptly choose a third arbitrator. If they are unable to choose a third arbitrator within ten (10) business days after they are both chosen, then the third arbitrator shall be adjudicated chosen by the ICC Court of Arbitration. The parties agree that the arbitrators shall have no power or authority to make awards or issue orders of any kind except as expressly permitted by this Agreement, and in no event shall the appropriate arbitrators have the authority to make any award that provides for punitive or exemplary damages. The arbitrators' decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award may be confirmed and enforced in any court of the state in which the Facility is located: (a) an action for possession or for injunctive remedies provided under applicable landlordcompetent jurisdiction. All post-tenant laws or to enforce intellectual property rights; (b) a suit by Landlord or its assignee for collection of amounts owed by Resident under this Contract; and (c) any claim or dispute for which applicable law (as determined by a binding court decision) or the applicable arbitration rules do not permit arbitration and require adjudication in a specific civil court. Matters within the jurisdiction of an applicable small claims court may also award proceedings shall be brought in such court, instead of arbitration. Unless prohibited by applicable law, the substantially prevailing party in any dispute between the parties may recover their reasonable costs and fees incurred in connection with such matter, including reasonable attorneys’ fees. Resident also agrees that: (a) CLAIMS MAY ONLY BE BROUGHT IN AN INDIVIDUAL, NON-CLASS, AND NON-REPRESENTATIVE CAPACITY, AND THAT CLAIMS OF TWO OR MORE PERSONS MAY NOT BE JOINED OR CONSOLIDATED ABSENT CONSENT OF ALL PARTIES; and (c) TO THE FULLEST EXTENT Resident can decline this arbitration agreement by timely writing to 000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 and providing the following information: (1) name; (2) address; (3) phone number; and (4) a clear statement that Resident wishes to opt out of this arbitration agreement. To be effective, the opt-out notice must be mailed no later than 30 days after the date Resident becomes bound governed by the arbitration agreement. Please note that Resident will continue to be bound by any older arbitration provision Resident did not out opt of and any arbitration provision that otherwise governs the Claims. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced, except that if the class action waiver above is found unenforceable, the entire arbitration agreement is void, other than the jury waiver provisionICC.