Common use of Dispute Resolution; Mediation Clause in Contracts

Dispute Resolution; Mediation. (a) Either party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party may commence In the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) event of any controversyclaim, claim dispute or dispute of whatever nature other matter in controversy between the Members arising out of or relating to or in connection with under this Agreement, each Member agrees that, prior to commencing any Ancillary Agreement lawsuit relating to such claim, dispute or the breachother matter in controversy, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth it shall notify the position other Member in writing of the party giving claim, dispute or other matter in controversy, including a reasonably detailed explanation of such notice and a summary Member’s understanding of arguments supporting such position and the respective positions of each of the Members with respect to the matters in dispute; (ii) the name respective chief executive officers of Equity Residential and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties AVB or their designees shall meet and confer at a mutually acceptable convenient time and placeplace within twenty (20) Business Days following the request of either Member concerning such claim, and thereafter dispute or other matter in controversy (such period is referred to herein as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. “Discussion Period”); (biii) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail Members are unable during the Discussion Period to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove providedreach a final agreement concerning such claim, dispute or other matter in controversy, then, prior to commencing any lawsuit relating to such dispute, the parties Member that would intend to commence such lawsuit shall make deliver a good faith attempt to settle the Dispute by mediation pursuant written request to the provisions other Member for non-binding mediation to be administered by the New York, New York office of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 Judicial Arbitration & Mediation Services, Inc. or its successor (“JAMS”) or any other dispute resolution procedure that may be office of JAMS agreed to by the parties. (c) All negotiationsMembers, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes JAMS’s mediation procedures in effect on the date of this the Agreement by (and if the Members cannot agree on the selection of a mediator, the Member asserting the claim, dispute or controversy shall file a request in writing for the appointment of a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation sessionNew York, it New York office of JAMS, with a copy of the request being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give served on the other Member, and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally conducted by the appointed mediator). Mediation shall proceed in advance of the commencement of any lawsuit for a period of 60 days from the date that the applicable Member’s request for commencement of the mediation procedure was delivered to the other Member. The parties involved shall share the mediator’s fee and any filing fees equally. Without limiting any other applicable limitation in this Agreement, in no event shall the procedures and limitations set forth in this Section 12.13 limit or condition the right of any Member to commence a lawsuit against any third party or to file an answer or counterclaim or cross-claim (including, without limitation, as against the other Member) in any lawsuit that has been commenced by any third party. The Members agree that the provisions in this Section 12.13 shall apply to any claim, dispute or controversy asserted by any Member, but once the Members have engaged in the matterDiscussion Period and mediation procedures provided for herein with respect to such claim, except that each party dispute or controversy, no Member shall be responsible bound to comply with the Discussion Period and mediation procedures provided for its own expenses. (g) Any Dispute regarding herein with respect to any further claim, dispute or controversy that relates to substantially the following matters is not required same acts, omissions or occurrences with respect to which the Discussion Period and mediation procedures provided for herein have already taken place. The Members agree that the discussions during the Discussion Period or in connection with such mediation procedures are intended to be negotiated or mediated prior to seeking relief from an arbitrator orsettlement communications, if applicable, from a court pursuant to Section 10.14: and accordingly (i) breach none of the discussions during the Discussion Period or in connection with such mediation procedures, nor any proposals (whether written or oral), correspondence, or documents of any obligation kind generated during the period of confidentiality and in connection with the Discussion Period or waiver in connection with such mediation procedures, shall be raised, disclosed or admissible in any judicial, arbitration or similar proceeding for any purpose nor shall any such discussions, proposals, correspondence or documents be used as a defense or counter-claim in any action; (ii) such discussions, proposals, correspondence or documents are without prejudice to any of Privilegethe parties’ rights, defenses and remedies at law, in equity or hereunder; and (iiiii) neither the preparation, distribution, response to or failure to respond to any such discussions, proposals, correspondence or documents shall constitute an agreement, or the basis on which any party may claim reliance on any agreement, except to the extent that the Members in connection with the discussions during the Discussion Period or in connection with such mediation procedures enter into a written agreement that is intended to be definitive and binding. The foregoing provisions are intended to be broader than the restrictions on admissibility with respect to settlement discussions contained in any applicable state or federal statute or rule of court, including, without limitation, Rule 408 of the Federal Rules of Evidence. If the Members or Management Committee Representatives reach an impasse over a proposed Major Decision or any other claim where interim relief is sought to prevent serious and irreparable injury to one proposed decision requiring the Approval of the parties. HoweverMembers or the Approval of the Management Committee, at the election of either Member, upon not less than ten (10) Business Days’ notice to the other Member, the parties Discussion Period and non-binding mediation process provided for in this Section 12.13 shall be commenced, to assist the Dispute shall make Members in attempting to resolve the impasse, notwithstanding that no claim, dispute or other controversy with respect to which a good faith effort Member may seek to negotiate and mediate commence a lawsuit then exists with respect to such Dispute, according to the above procedures, while such arbitration is pendingmatter.

Dispute Resolution; Mediation. (a) Either party Any Party (a “Claimant Party”) may commence the dispute resolution process of this Section 8.2 9.02 by giving the other party Party or Parties with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties relevant Parties shall attempt in good faith to resolve any Dispute by negotiation between among executives of each party such Parties (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party Party or Parties (the “Responding Parties” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party or Parties a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Dispute Parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the Dispute Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Dispute Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) 60 days after delivery of the Dispute Notice, or if the parties Dispute Parties fail to meet within thirty (30) 30 days after delivery of the Dispute Notice as hereinabove provided, the parties Dispute Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 9.02 before resorting to arbitration contemplated by Section 8.3 9.03 or any other dispute resolution procedure that may be agreed by the partiesDispute Parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 9.02 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties Dispute Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesDispute Parties. (e) Within thirty (30) 30 days after the mediator has been selected as provided above, both parties all Dispute Parties and their respective attorneys shall meet with the mediator for one (1) mediation sessionsession of at least four hours, it being agreed that each party representative of a Dispute Party attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party any of the Dispute Parties may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 10.02 by giving the other party Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) 60 days after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) 30 days after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 10.02 before resorting to arbitration contemplated by Section 8.3 10.03 or any other dispute resolution procedure that may be agreed by the partiesParties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 10.02 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (e) Within thirty (30) 30 days after the mediator has been selected as provided above, both parties Parties and their respective attorneys shall meet with the mediator for one (1) mediation sessionsession of at least four hours, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either Subject to Section 10.2(c) and except as otherwise expressly set forth in any Transaction Agreement, either party may commence the dispute hereto seeking resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversydispute, controversy or claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breachvalidity, terminationinterpretation, enforceability breach or validity thereof termination of this Agreement (each, a “Dispute”) which has not been resolved in ), shall provide written notice thereof to the normal course other party hereto, and following delivery of business or as provided in such notice, the relevant Ancillary Agreement. The parties hereto shall attempt in good faith to resolve any Dispute negotiate a resolution of the Dispute. The negotiations shall be conducted by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons who have persons with direct responsibility for the administration subject matter of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 such negotiations shall be confidential and shall be treated as compromise and settlement negotiationsnegotiations for purposes of applicable rules of evidence. Nothing said If the parties hereto are unable for any reason to resolve a Dispute within 30 days after the delivery of such notice or disclosedif a party hereto reasonably concludes that the other party is not willing to negotiate as contemplated by this Section 10.2(a), nor the Dispute shall be submitted to mediation in accordance with Section 10.2(b). (b) Any Dispute not resolved pursuant to Section 10.2(a) shall, at the written request of any document producedparty hereto (a “Mediation Request”), be submitted to non-binding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure (the “Procedure”), except as modified herein. The mediation shall be held in Chicago, Illinois. The parties shall have 20 days from receipt by a party (or parties) of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the parties within 20 days of receipt by a party (or parties) of a Mediation Request, then any party may request (on written notice to the other party), that CPR appoint a mediator in accordance with the Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No party hereto shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by any other party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other party except in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall a judicial or regulatory proceeding or as may be offered required by Law or received as evidence requested by a Governmental Authority or used for impeachment or for securities exchange. Before making any other purpose in any current or future arbitration. (d) Unless disclosure permitted by the parties agree otherwisepreceding sentence, the mediation shall be conducted in accordance with party intending to make such disclosure shall, to the CPR Institute for Dispute Resolution Model Procedure for Mediation extent reasonably practicable, give the other party reasonable written notice of Business Disputes in effect on the date of this Agreement by intended disclosure and afford the other party a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority reasonable opportunity to settle the Disputeprotect its interests. If the Dispute canhas not be settled at been resolved within 60 days of the appointment of a mediator, or within 90 days after receipt by a party (or parties) of a Mediation Request (whichever occurs sooner), or within such mediation session or at longer period as the parties may agree to in writing, then any mutually agreed continuation thereof, either party may give file an action on the other and the mediator a written notice declaring the mediation process at an endDispute in any court having jurisdiction in accordance with Section 10.4. (fc) Costs Notwithstanding the foregoing provisions of the mediation shall be borne equally by the parties involved in the matterthis Section 10.2, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality party hereto may seek preliminary provisional or waiver of Privilege; injunctive judicial relief without first complying with the procedures set forth in Section 10.2(a) and Section 10.2(b) if such action is reasonably necessary to avoid irreparable damage and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one either party hereto may initiate litigation before the expiration of the parties. Howeverperiods specified in Section 10.2(b) if such party has submitted a Mediation Request and the other party has failed, within 14 days after the appointment of a mediator, to agree upon a date for the first mediation session to take place within 30 days after the appointment of such mediator or such longer period as the parties may agree to in writing. The parties hereto agree that the Dispute shall make remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a good faith effort to negotiate and mediate remedy at law would be adequate is waived by each of the parties hereto. Any requirements for the securing or posting of any bond with such Dispute, according to remedy are waived by each of the above procedures, while such arbitration is pendingparties hereto.

Dispute Resolution; Mediation. (a) Either party Party (a “Claimant Party”) may commence the dispute resolution process of this Section 8.2 7.02 by giving the other party Party with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Match and IAC shall attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party Party (the “Responding Party” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Match and IAC will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties Match and IAC shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Match and IAC shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) 60 days after delivery of the Dispute Notice, or if the parties Match and IAC fail to meet within thirty (30) 30 days after delivery of the Dispute Notice as hereinabove provided, the parties Match and IAC shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 7.02 before resorting to arbitration contemplated by this Section 8.3 7.02 or any other dispute resolution procedure that may be agreed by the partiesMatch and IAC. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 7.02 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties Match and IAC agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesMatch and IAC. (e) Within thirty (30) 30 days after the mediator has been selected as provided above, both parties Match, IAC and their respective attorneys shall meet with the mediator for one (1) mediation sessionsession of at least four hours, it being agreed that each party representative of Match and IAC attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Match or IAC may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party may commence the dispute Subject to Section 12.2(c), either Party seeking resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversydispute, controversy or claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breachvalidity, terminationinterpretation, enforceability breach or validity thereof termination of this Agreement (a “Dispute”) which has not been resolved in ), shall provide written notice thereof to the normal course other Party, and following delivery of business or as provided in such notice, the relevant Ancillary Agreement. The parties Parties shall attempt in good faith to resolve any Dispute negotiate a resolution of the Dispute. The negotiations shall be conducted by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons who have persons with direct responsibility for the administration subject matter of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 such negotiations shall be confidential and shall be treated as compromise and settlement negotiationsnegotiations for purposes of applicable rules of evidence. Nothing said If the Parties are unable for any reason to resolve a Dispute within 30 days after the delivery of such notice, the Dispute shall be submitted to mediation in accordance with Section 12.2(b). (b) Any Dispute not resolved pursuant to Section 12.2(a) shall, at the written request of any Party (a “Mediation Request”), be submitted to non-binding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure (the “Procedure”), except as modified herein. The mediation shall be held in Chicago, Illinois. The parties shall have 20 days from receipt by a party (or disclosedparties) of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the parties within 20 days of receipt by a party (or parties) of a Mediation Request, nor then any document producedparty may request (on written notice to the other party), that the CPR appoint a mediator in accordance with the Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by any other party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other party except in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall a judicial or regulatory proceeding or as may be offered required by Law or received as evidence requested by a Governmental Authority or used for impeachment or for securities exchange. Before making any other purpose in any current or future arbitration. (d) Unless disclosure permitted by the parties agree otherwisepreceding sentence, the mediation shall be conducted in accordance with party intending to make such disclosure shall, to the CPR Institute for Dispute Resolution Model Procedure for Mediation extent reasonably practicable, give the other party reasonable written notice of Business Disputes in effect on the date of this Agreement by intended disclosure and afford the other party a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority reasonable opportunity to settle the Disputeprotect its interests. If the Dispute canhas not be settled at been resolved within 60 days of the appointment of a mediator, or within 90 days of receipt by a party (or parties) of a Mediation Request (whichever occurs sooner), or within such mediation session or at longer period as the parties may agree to in writing, then any mutually agreed continuation thereof, either party may give file an action on the other and the mediator a written notice declaring the mediation process at an endDispute in any court having jurisdiction in accordance with Section 12.4. (fc) Costs Notwithstanding the foregoing provisions of the mediation shall be borne equally by the parties involved in the matterthis Section 12.2, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality party may seek preliminary provisional or waiver of Privilege; injunctive judicial relief without first complying with procedures set forth in Section 12.2(a) and Section 12.2(b) if such action is necessary to avoid irreparable damage and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one either party my initiate litigation before the expiration of the parties. However, periods specified in Section 12.2(b) if such party has submitted a Mediation Request and the parties other party has failed to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pendingparticipate.

Dispute Resolution; Mediation. (a) Either Subject to Section 12.2(c), either party may commence the dispute hereto seeking resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversydispute, controversy or claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breachvalidity, terminationinterpretation, enforceability breach or validity thereof termination of this Agreement (a “Dispute”) which has not been resolved in ), shall provide written notice thereof to the normal course other party hereto, and following delivery of business or as provided in such notice, the relevant Ancillary Agreement. The parties hereto shall attempt in good faith to resolve any Dispute negotiate a resolution of the Dispute. The negotiations shall be conducted by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons who have persons with direct responsibility for the administration subject matter of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 such negotiations shall be confidential and shall be treated as compromise and settlement negotiationsnegotiations for purposes of applicable rules of evidence. Nothing said If the parties hereto are unable for any reason to resolve a Dispute within 30 days after the delivery of such notice or disclosedif a party reasonably concludes that the other party is not willing to negotiate as contemplated by this Section 12.2(a), nor the Dispute shall be submitted to mediation in accordance with Section 12.2(b). (b) Any Dispute not resolved pursuant to Section 12.2(a) shall, at the written request of any document producedparty hereto (a “Mediation Request”), be submitted to non-binding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (“CPR”) Mediation Procedure (the “Procedure”), except as modified herein. The mediation shall be held in Chicago, Illinois. The parties shall have 20 days from receipt by a party (or parties) of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the parties within 20 days of receipt by a party (or parties) of a Mediation Request, then any party may request (on written notice to the other party), that CPR appoint a mediator in accordance with the Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No party hereto shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by any other party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other party except in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall a judicial or regulatory proceeding or as may be offered required by law or received as evidence requested by a Governmental Authority or used for impeachment or for securities exchange. Before making any other purpose in any current or future arbitration. (d) Unless disclosure permitted by the parties agree otherwisepreceding sentence, the mediation shall be conducted in accordance with party intending to make such disclosure shall, to the CPR Institute for Dispute Resolution Model Procedure for Mediation extent reasonably practicable, give the other party reasonable written notice of Business Disputes in effect on the date of this Agreement by intended disclosure and afford the other party a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority reasonable opportunity to settle the Disputeprotect its interests. If the Dispute canhas not be settled at been resolved within 60 days of the appointment of a mediator, or within 90 days after receipt by a party (or parties) of a Mediation Request (whichever occurs sooner), or within such mediation session or at longer period as the parties may agree to in writing, then any mutually agreed continuation thereof, either party may give file an action on the other and the mediator a written notice declaring the mediation process at an endDispute in any court having jurisdiction in accordance with Section 12.4. (fc) Costs Notwithstanding the foregoing provisions of the mediation shall be borne equally by the parties involved in the matterthis Section 12.2, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality party may seek preliminary provisional or waiver of Privilege; injunctive judicial relief without first complying with the procedures set forth in Section 12.2(a) and Section 12.2(b) if such action is reasonably necessary to avoid irreparable damage and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one either party may initiate litigation before the expiration of the parties. Howeverperiods specified in Section 12.2(b) if such party has submitted a Mediation Request and the other party has failed, within 14 days after the appointment of a mediator, to agree upon a date for the first mediation session to take place within 30 days after the appointment of such mediator or such longer period as the parties may agree to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pendingin writing.

Dispute Resolution; Mediation. (a) Either party Any Party may, and may cause or permit a member of its Group (a “Claimant Party”) to, commence the dispute resolution process of this Section 8.2 12.02 with a Responding Party with whom there is any Dispute by giving the other party such Responding Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating such Dispute to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which extent that it has not been resolved in the normal course of business or as provided in business. To the relevant Ancillary Agreement. The parties extent that they are Parties, the Dispute Parties shall, and to the extent that they are not Parties, the Parties shall cause the Dispute Parties to, attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, to the receiving party extent that it is a Party, the Responding Party shall, and to the extent that the Responding Party is not a Party, the Parties of such Responding Party’s Group shall cause such Responding Party to, submit to the other Claimant Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Dispute Parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the Dispute Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties To the extent that they are Parties, the Dispute Parties shall, and to the extent that they are not Parties, the Parties shall cause the Dispute Parties to, cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties Dispute Parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove providedprovided above, to the extent that they are Parties, the parties Dispute Parties shall, and to the extent that they are not Parties, the Parties shall cause the Dispute Parties to, make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 12.02 before resorting to arbitration legal remedies contemplated by Section 8.3 12.03 or any other dispute resolution procedure that may be agreed by the partiesDispute Parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 12.02 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties Dispute Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesDispute Parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties to the extent that they are Parties, the Dispute Parties shall, and to the extent that they are not Parties, the Parties shall cause the Dispute Parties to, meet, together with their respective attorneys shall meet with the mediator for one (1) mediation sessionsession of at least four hours, it being agreed that each party representative of Dispute Parties attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Dispute Party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 by giving the other party Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (each a “Senior Party RepresentativesRepresentative”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14arbitrator: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (ai) Either Any party hereto may commence the dispute resolution process of this Section 8.2 8.12(b) by giving the other applicable party hereto written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties hereto shall attempt in good faith to resolve any Dispute by negotiation between executives of each party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party shall submit to the other delivering party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties hereto will attempt to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both the parties hereto shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties hereto shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (bii) If the Dispute has not been resolved within sixty (60) days *** after delivery of the Dispute Notice, or if the parties hereto fail to meet within thirty (30) days *** after delivery of the Dispute Notice as hereinabove provided, the parties hereto shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 8.12(b) before resorting to arbitration contemplated by Section 8.3 8.12(c) or any other dispute resolution procedure that may be agreed by the partiesparties hereto. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (ciii) All negotiations, conferences and discussions pursuant to this Section 8.2 8.12(b) shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (div) Unless the parties hereto agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesparties hereto. (ev) Within thirty (30) days *** after the mediator has been selected as provided above, both the parties hereto and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party hereto may give the other and the mediator a written notice declaring the mediation process at an end. (fvi) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party hereto shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 10.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (bii) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 10.11(b) before resorting to arbitration contemplated by Section 8.3 10.11(c) or any other dispute resolution procedure that may be agreed by the partiesParties. (ciii) All negotiations, conferences and discussions pursuant to this Section 8.2 10.11(b) shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (div) Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (ev) Within thirty (30) days after the mediator has been selected as provided above, both parties the Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party the DISH Parties or the EchoStar Parties, as the case may be, may give the other and the mediator a written notice declaring the mediation process at an end. (fvi) Costs of the mediation shall be borne equally by the parties Parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 ‎Section 8.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (bii) If the Dispute has not been resolved within sixty (60) days *** after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days *** after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 ‎Section 8.11(b) before resorting to arbitration contemplated by Section 8.3 ‎Section 8.11(c) or any other dispute resolution procedure that may be agreed by the partiesParties. (ciii) All negotiations, conferences and discussions pursuant to this Section 8.2 ‎Section 8.11(b) shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. (div) Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (ev) Within thirty (30) days after the mediator has been selected as provided above, both parties the Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party the DISH Parties or the EchoStar Parties, as the case may be, may give the other and the mediator a written notice declaring the mediation process at an end. (fvi) Costs of the mediation shall be borne equally by the parties Parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 6.12(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (bii) If the Dispute has not been resolved within sixty (60) days *** after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days *** after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 6.12(b) before resorting to arbitration contemplated by Section 8.3 6.12(c) or any other dispute resolution procedure that may be agreed by the partiesParties. (ciii) All negotiations, conferences and discussions pursuant to this Section 8.2 6.12(b) shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (div) Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (ev) Within thirty (30) days *** after the mediator has been selected as provided above, both parties the Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party the DISH Parties or the EchoStar Parties, as the case may be, may give the other and the mediator a written notice declaring the mediation process at an end. (fvi) Costs of the mediation shall be borne equally by the parties Parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party Party (a “Claimant Party”) may commence the dispute resolution process of this Section 8.2 7.02 by giving the other party Party with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties NewCo and IAC shall attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 30 days after delivery of the Dispute Notice, the receiving party Party (the “Responding Party” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties NewCo and IAC will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties NewCo and IAC shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties NewCo and IAC shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) 60 days after delivery of the Dispute Notice, or if the parties NewCo and IAC fail to meet within thirty (30) 30 days after delivery of the Dispute Notice as hereinabove provided, the parties NewCo and IAC shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 7.02 before resorting to arbitration contemplated by this Section 8.3 7.02 or any other dispute resolution procedure that may be agreed by the partiesNewCo and IAC. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 7.02 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties NewCo and IAC agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesNewCo and IAC. (e) Within thirty (30) 30 days after the mediator has been selected as provided above, both parties NewCo, IAC and their respective attorneys shall meet with the mediator for one (1) mediation sessionsession of at least four hours, it being agreed that each party representative of NewCo and IAC attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party NewCo or IAC may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. Xxxxx Xxxx hopes that a dispute under this Agreement does not arise, however in the unlikely event that it does, the following clause will apply. (a) Either If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings concerning the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). (b) A Party to this Agreement claiming a dispute resolution process (the Dispute) has arisen under the terms of this Section 8.2 by giving Agreement, must give written notice to the other party written notice detailing the nature of the Dispute, the desired outcome, and the action required to settle the Dispute (a “Dispute the Notice”). (c) On receipt of any controversythe Notice by the other party, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreementthe parties must within 7 days from the date the Notice was served, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt in good faith to resolve any the Dispute as expeditiously as possible, including by negotiation between executives of each party or such other means upon which they may mutually agree. (“Senior Party Representatives”d) who have authority to settle the Dispute andIf for any reason whatsoever, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) 21 days after the delivery of date the Dispute NoticeNotice was served, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery the parties must either agree upon the selection of a mediator or request that an appropriate mediator is appointed by the President of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery Law Society of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesQueensland. (e) Within thirty (30) days after the mediator has been selected as provided aboveIt is agreed that mediation will be held in Queensland, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall venue to be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give the other and the mediator a written notice declaring the mediation process at an endagreed. (f) Costs The parties agree to be equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation shall be borne equally and undertake to pay any amounts requested by the mediator as a pre- condition to the mediation commencing. The parties involved in must each pay their own costs associated with the matter, except that each party shall be responsible for its own expensesmediation. (g) Any All communications concerning negotiations made by the parties arising out of and in connection with this clause are confidential and to the fullest extent possible, must be treated as “without prejudice” negotiations. (h) If the Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator orresolved after the mediation, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one either party may institute legal proceedings concerning the subject matter of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 6.2 by giving the other party Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (each a “Senior Party RepresentativesRepresentative”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 6.2 before resorting to arbitration contemplated by Section 8.3 6.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14arbitrator: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) 8.2.1 Either party Party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties Parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) 8.2.2 If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the partiesParties. (c) 8.2.3 All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) 8.2.4 Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (e) 8.2.5 Within thirty (30) days after the mediator has been selected as provided above, both parties Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Party may give the other and the mediator a written notice declaring the mediation process at an end. (f) 8.2.6 Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) 8.2.7 Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.149.13: (i) breach of any obligation of confidentiality or waiver of Privilegeprivilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the partiesParties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 ‎Section 10.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (bii) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 ‎Section 10.11(b) before resorting to arbitration contemplated by Section 8.3 ‎Section 10.11(c) or any other dispute resolution procedure that may be agreed by the partiesParties. (ciii) All negotiations, conferences and discussions pursuant to this Section 8.2 ‎Section 10.11(b) shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (div) Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (ev) Within thirty (30) days after the mediator has been selected as provided above, both parties the Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party the DISH Parties or the EchoStar Parties, as the case may be, may give the other and the mediator a written notice declaring the mediation process at an end. (fvi) Costs of the mediation shall be borne equally by the parties Parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party hereto may commence the dispute resolution process of this Section 8.2 by giving the other party hereto written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties hereto shall attempt in good faith to resolve any Dispute by negotiation between executives of each party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties hereto will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties hereto shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties hereto shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties hereto fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties hereto shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the partiesparties hereto. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties hereto agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesparties hereto. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties hereto and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party hereto may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party hereto shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party may commence In the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) event of any controversyclaim, claim dispute or dispute of whatever nature other matter in controversy between the Members arising out of or relating to or in connection with under this Agreement, each Member agrees that, prior to commencing any Ancillary Agreement lawsuit relating to such claim, dispute or the breachother matter in controversy, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth it shall notify the position other Member in writing of the party giving claim, dispute or other matter in controversy, including a reasonably detailed explanation of such notice and a summary Member’s understanding of arguments supporting such position and the respective positions of each of the Members with respect to the matters in dispute; (ii) the name respective chief executive officers of Equity Residential and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties AVB or their designees shall meet and confer at a mutually acceptable convenient time and placeplace within twenty (20) Business Days following the request of either Member concerning such claim, and thereafter dispute or other matter in controversy (such period is referred to herein as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. “Discussion Period”); (biii) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail Members are unable during the Discussion Period to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove providedreach a final agreement concerning such claim, dispute or other matter in controversy, then, prior to commencing any lawsuit relating to such dispute, the parties Member that would intend to commence such lawsuit shall make deliver a good faith attempt to settle the Dispute by mediation pursuant written request to the provisions other Member for non-binding mediation to be administered by the New York, New York office of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 Judicial Arbitration & Mediation Services, Inc. or its successor (“JAMS”) or any other dispute resolution procedure that may be office of JAMS agreed to by the parties. (c) All negotiationsMembers, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes JAMS’s mediation procedures in effect on the date of this the Agreement by (and if the Members cannot agree on the selection of a mediator, the Member asserting the claim, dispute or controversy shall file a request in writing for the appointment of a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation sessionNew York, it New York office of JAMS, with a copy of the request being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give served on the other Member, and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally conducted by the appointed mediator). Mediation shall proceed in advance of the commencement of any lawsuit for a period of 60 days from the date that the applicable Member’s request for commencement of the mediation procedure was delivered to the other Member. The parties involved shall share the mediator’s fee and any filing fees equally. Without limiting any other applicable limitation in this Agreement, in no event shall the procedures and limitations set forth in this Section 11.13 limit or condition the right of any Member to commence a lawsuit against any third party or to file an answer or counterclaim or cross-claim (including, without limitation, as against the other Member) in any lawsuit that has been commenced by any third party. The Members agree that the provisions in this Section 11.13 shall apply to any claim, dispute or controversy asserted by any Member, but once the Members have engaged in the matterDiscussion Period and mediation procedures provided for herein with respect to such claim, except that each party dispute or controversy, no Member shall be responsible bound to comply with the Discussion Period and mediation procedures provided for its own expenses. (g) Any Dispute regarding herein with respect to any further claim, dispute or controversy that relates to substantially the following matters is not required same acts, omissions or occurrences with respect to which the Discussion Period and mediation procedures provided for herein have already taken place. The Members agree that the discussions during the Discussion Period or in connection with such mediation procedures are intended to be negotiated or mediated prior to seeking relief from an arbitrator orsettlement communications, if applicable, from a court pursuant to Section 10.14: and accordingly (i) breach none of the discussions during the Discussion Period or in connection with such mediation procedures, nor any proposals (whether written or oral), correspondence, or documents of any obligation kind generated during the period of confidentiality and in connection with the Discussion Period or waiver in connection with such mediation procedures, shall be raised, disclosed or admissible in any judicial, arbitration or similar proceeding for any purpose nor shall any such discussions, proposals, correspondence or documents be used as a defense or counter-claim in any action; (ii) such discussions, proposals, correspondence or documents are without prejudice to any of Privilegethe parties’ rights, defenses and remedies at law, in equity or hereunder; and (iiiii) neither the preparation, distribution, response to or failure to respond to any such discussions, proposals, correspondence or documents shall constitute an agreement, or the basis on which any party may claim reliance on any agreement, except to the extent that the Members in connection with the discussions during the Discussion Period or in connection with such mediation procedures enter into a written agreement that is intended to be definitive and binding. The foregoing provisions are intended to be broader than the restrictions on admissibility with respect to settlement discussions contained in any applicable state or federal statute or rule of court, including, without limitation, Rule 408 of the Federal Rules of Evidence. If the Members or Management Committee Representatives reach an impasse over a proposed Major Decision or any other claim where interim relief is sought to prevent serious and irreparable injury to one proposed decision requiring the Approval of the parties. HoweverMembers or the Approval of the Management Committee, at the election of either Member, upon not less than ten (10) Business Days’ notice to the other Member, the parties Discussion Period and non-binding mediation process provided for in this Section 11.13 shall be commenced, to assist the Dispute shall make Members in attempting to resolve the impasse, notwithstanding that no claim, dispute or other controversy with respect to which a good faith effort Member may seek to negotiate and mediate commence a lawsuit then exists with respect to such Dispute, according to the above procedures, while such arbitration is pendingmatter.

Dispute Resolution; Mediation. (a) Either party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversyAny dispute, controversy or claim or dispute of whatever nature arising out of or relating related to or in connection with this Agreement, any Ancillary Agreement or the interpretation, application, breach, termination, enforceability termination or validity thereof (a “Dispute”) thereof, including any claim of inducement by fraud or otherwise, which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute andclaim would, unless discussions between the parties are already at a senior management levelbut for this provision, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting be submitted to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may shall, before submission to arbitration, first be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediated through non-binding mediation shall be conducted in accordance with The CPR Mediation Procedure then in effect of the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes (CPR) available at xxx.xxxxxx.xxx/x_xxxxxx.xxx, except where that procedure conflicts with these provisions, in effect on the date of this Agreement which case these provisions control. The mediation shall be conducted in New York City, NY and shall be attended by a senior executive with authority to resolve the dispute from each of the operating companies that are parties. (b) The mediator mutually shall be neutral, independent, disinterested and shall be selected from a professional mediation firm such as ADR Associates or JAMS/ENDISPUTE or CPR. (c) The parties shall promptly confer in an effort to select a mediator by agreement. In the absence of such an agreement within 10 days of initiation of the mediation, the mediator shall be selected by CPR as follows: CPR shall provide the parties with a list of at least 15 names from the CPR Panels of Distinguished Neutrals. Each party shall exercise challenges for cause, two peremptory challenges, and rank the remaining candidates within 5 working days of receiving the CPR list. The parties may together interview the three top-ranked candidates for no more than one hour each and, after the interviews, may each exercise one peremptory challenge. The mediator shall be the remaining candidate with the highest aggregate ranking. (d) The mediator shall confer with the parties to design procedures to conclude the mediation within no more than 45 days after initiation. Under no circumstances may the commencement of arbitration under Section 16.09 above be delayed more than 45 days by the mediation process specified herein absent contrary agreement of the parties. (e) Within thirty (30) days after Each party agrees not to use the mediator has been selected as provided above, both parties and their respective attorneys shall meet with period or pendency of the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give disadvantage the other and the mediator a written notice declaring party procedurally or otherwise. No statements made by either side during the mediation process at an endmay be used by the other or referred to during any subsequent proceedings. (f) Costs Each party has the right to pursue provisional relief from any court, such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration, even though mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenseshas not been commenced or completed. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party Party may commence the dispute resolution process of this Section 8.2 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties Parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party Party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyParty’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the partiesParties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party Party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.149.15: (i) breach of any obligation of confidentiality or waiver of Privilegeprivilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the partiesParties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (ai) Either party Any Party may commence the dispute resolution process of this Section 8.2 8.11(b) by giving the other party applicable Party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties Parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party Party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days *** after delivery of the Dispute Notice, the receiving party Party shall submit to the other delivering Party a written response (the “Response”). The Dispute Notice and the Response shall include (iA) a statement setting forth the position of the party Party giving such notice and a summary of arguments supporting such position and (iiB) the name and title of such partyParty’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties Parties will attempt to settle the Dispute. Within thirty (30) days *** after the delivery of the Dispute Notice, the Senior Party Representatives of both parties the applicable Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties Parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (bii) If the Dispute has not been resolved within sixty (60) days *** after delivery of the Dispute Notice, or if the parties Parties fail to meet within thirty (30) days *** after delivery of the Dispute Notice as hereinabove provided, the parties Parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 8.11(b) before resorting to arbitration contemplated by Section 8.3 8.11(c) or any other dispute resolution procedure that may be agreed by the partiesParties. (ciii) All negotiations, conferences and discussions pursuant to this Section 8.2 8.11(b) shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (div) Unless the parties Parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the partiesParties. (ev) Within thirty (30) days after the mediator has been selected as provided above, both parties the Parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party Party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party the DISH Parties *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. or the EchoStar Parties, as the case may be, may give the other and the mediator a written notice declaring the mediation process at an end. (fvi) Costs of the mediation shall be borne equally by the parties Parties involved in the matter, except that each party Party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either party may commence the dispute resolution process of this Section 8.2 10.1 by giving the other party written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties shall attempt in good faith to resolve any Dispute by negotiation between executives of each party hereto (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 15 days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) 60 days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) 30 days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 10.1 before resorting to arbitration contemplated by Section 8.3 10.2 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 10.1 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution (“CPR”) Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the parties. (e) Within thirty (30) 30 days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation sessionsession of at least four hours, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. Either Party (aa “Claimant Party”) Either party may commence the dispute resolution process of this Section 8.2 7.02 by giving the other party Party with whom there is such a controversy, claim or dispute written notice (a “Dispute Notice”) of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreementbusiness. The parties NewCo and IAC shall attempt in good faith to resolve any Dispute by negotiation between among their respective executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute and, unless discussions between the parties are already at a senior management level, and who are at a higher level of management than the Persons persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) 30 days after delivery of the Dispute Notice, the receiving party Party (the “Responding Party” and, together with the Claimant Party, the “Dispute Parties”) shall submit to the other Dispute Party a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party Dispute Party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such partyDispute Party’s Senior Party Representative and any other Persons persons who will accompany the Senior Party Representative at the meeting at which the parties NewCo and IAC will attempt to settle the Dispute. Within thirty (30) 30 days after the delivery of the Dispute Notice, the Senior Party Representatives of both parties NewCo and IAC shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties NewCo and IAC shall cooperate in good faith with respect to any reasonable requests for exchanges of Information information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) days after delivery of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereof, either party may give the other and the mediator a written notice declaring the mediation process at an end. (f) Costs of the mediation shall be borne equally by the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pending.

Dispute Resolution; Mediation. (a) Either 17.1. If a dispute arises out of or relates to the terms of this Agreement, either party may not commence any legal proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought). 17.2. A party to this Agreement claiming a dispute resolution process (the 'Dispute') has arisen under the terms of this Section 8.2 by giving Agreement, must give written notice to the other party written notice detailing the nature of the Dispute, the desired outcome and the action required to settle the Dispute (a “Dispute the 'Notice”'). 17.3. On receipt of the Notice by the other party, the parties to this Agreement (the 'Parties') must within seven days of any controversy, claim or dispute of whatever nature arising out of or relating to or in connection with this Agreement, any Ancillary Agreement or the breach, termination, enforceability or validity thereof (a “Dispute”) which has not been resolved in the normal course of business or as provided in the relevant Ancillary Agreement. The parties shall attempt Notice endeavour in good faith to resolve any the Dispute expeditiously by negotiation between executives of each party (“Senior Party Representatives”) who have authority to settle the Dispute andor such other means upon which they may mutually agree. 17.4. If for any reason whatsoever, unless discussions between the parties are already at a senior management level, who are at a higher level of management than the Persons who have direct responsibility for the administration of this Agreement or the relevant Ancillary Agreement. Within fifteen (15) days after delivery of the Dispute Notice, the receiving party shall submit to the other a written response (the “Response”). The Dispute Notice and the Response shall include (i) a statement setting forth the position of the party giving such notice and a summary of arguments supporting such position and (ii) the name and title of such party’s Senior Party Representative and any other Persons who will accompany the Senior Party Representative at the meeting at which the parties will attempt to settle the Dispute. Within thirty (30) 21 days after the delivery date of the Dispute Notice, the Senior Party Representatives of both parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the Dispute. The parties shall cooperate in good faith with respect to any reasonable requests for exchanges of Information regarding the Dispute or a Response thereto. (b) If the Dispute has not been resolved within sixty (60) the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by Independent Third Party as agreed or his or her nominee and attend a mediation. 17.5. It is agreed that mediation will be held in New South Wales, Australia. 17.6. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation. 17.7. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the fullest extent possible, must be treated as "without prejudice" negotiations. 17.8. If 30 days have elapsed after delivery the start of a mediation of the Dispute Notice, or if the parties fail to meet within thirty (30) days after delivery of and the Dispute Notice as hereinabove provided, the parties shall make a good faith attempt to settle the Dispute by mediation pursuant to the provisions of this Section 8.2 before resorting to arbitration contemplated by Section 8.3 or any other dispute resolution procedure that may be agreed by the parties. (c) All negotiations, conferences and discussions pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations. Nothing said or disclosed, nor any document produced, in the course of such negotiations, conferences and discussions that is has not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any current or future arbitration. (d) Unless the parties agree otherwise, the mediation shall be conducted in accordance with the CPR Institute for Dispute Resolution Model Procedure for Mediation of Business Disputes in effect on the date of this Agreement by a mediator mutually selected by the parties. (e) Within thirty (30) days after the mediator has been selected as provided above, both parties and their respective attorneys shall meet with the mediator for one (1) mediation session, it being agreed that each party representative attending such mediation session shall be a Senior Party Representative with authority to settle the Dispute. If the Dispute cannot be settled at such mediation session or at any mutually agreed continuation thereofresolved, either party may give ask the other mediator to terminate the mediation and the mediator a written notice declaring the mediation process at an endmust do so. (f) Costs 17.9. In the event that the Dispute is not resolved at the conclusion of the mediation shall be borne equally by mediation, either party may institute legal proceedings concerning the parties involved in the matter, except that each party shall be responsible for its own expenses. (g) Any Dispute regarding the following matters is not required to be negotiated or mediated prior to seeking relief from an arbitrator or, if applicable, from a court pursuant to Section 10.14: (i) breach of any obligation of confidentiality or waiver of Privilege; and (ii) any other claim where interim relief is sought to prevent serious and irreparable injury to one subject matter of the parties. However, the parties to the Dispute shall make a good faith effort to negotiate and mediate such Dispute, according to the above procedures, while such arbitration is pendingthereafter.