Common use of Negotiation Clause in Contracts

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereofin Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within 15 fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. . Within five (ii5) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) . All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) . If the matter is not resolved within 45 forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) abovethe first paragraph of this Section 10.2, refuses or will not meet within 10 ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) 10.4 below.

Negotiation. (i) Except for disputes arising with respect to If a Termination Payment, Dispute arises between the Parties will at any time, such Dispute shall first be referred to the Parties’ Representatives named in this Schedule. The Parties’ Representatives shall meet without prejudice within 5 Days’ of receipt of the Dispute Notice by the Responding Party and they shall attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement such Dispute. Any decision jointly made by prompt negotiations between each Party’s Contract Representativethe Representatives shall be final and binding unless the Parties otherwise agree, as identified on the Cover Sheet hereof, or such other person designated once it has been recorded in writing as a representative and signed by each Representative in accordance with paragraph 1.4. Subject to paragraph 3.1, if the Representatives have failed to resolve any Dispute within 10 Days’ of receipt of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) Dispute Notice by the Responding Party, the dispute shall be referred to initiate negotiations to be held the Parties’ Senior Representatives who shall within ten (10) Business Days 5 Days’ of the other Party’s receipt Dispute being referred to them, meet without prejudice and attempt in good faith to resolve such requestDispute. Any decision jointly made by the Senior Representatives shall be final and binding unless the Parties otherwise agree, at a mutually agreed time once it has been recorded in writing and placesigned by each Senior Representative in accordance with paragraph 1.4. Mediation If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute Dispute cannot be resolved by good faith negotiation negotiation, the Dispute shall be referred to Mediation pursuant to the procedure set out below unless any Party, acting reasonably, considers that the Dispute is not suitable for mediation. For the avoidance of doubt, nothing in this Schedule shall be taken to exclude or limit the rights of any Party to make such applications (including but not limited to applications as to costs) as it sees fit in any proceedings, relating to the conduct of the other Party and in particular, any decision made under paragraph 4.1 above. The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral mediator (“the Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Business Days after a request from one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party may apply to the Centre for Effective Dispute Resolution and Mediation (“CEDR”) to appoint a Mediator and the mediation shall be conducted in accordance with the rules and procedures of the CEDR. If the CEDR is unable or unwilling to nominate a Mediator then any Party may (subject to obtaining the consent of the other(s)) approach an alternative reputable mediation body; the Parties shall within 10 Days of the Non-Defaulting PartyMediator’s receipt of appointment meet with the detailed basis Mediator to discuss and agree a programme for the explanation exchange of all relevant information and the dispute then either procedure to be adopted for the mediation. Either Party may refer ask the matter directly Mediator to Arbitration, as set forth in Section 10.1(c) belowgive guidance on a suitable programme for information exchange and/or mediation procedure.

Negotiation. In the event of (i) Except for disputes a controversy, dispute or Action arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or the Ancillary Agreements or otherwise arising out of, or in any way related to, this Agreement or the Ancillary Agreements or the transactions contemplated hereby or thereby, including any Action based on contract, tort, statute or constitution, or (ii) a claim with respect to a Termination Paymentthe inadvertent transfer or omission of an Asset or Liability as contemplated by the definition of “Biogen Retained Asset”, “Biogen Retained Liability”, “Bioverativ Asset” or “Bioverativ Liability”, respectively (collectively, “Disputes”), the appropriate executives of the Parties will who have authority to settle the Dispute (or such other individuals designated by the respective executives) shall negotiate for a reasonable period of time to settle such Dispute; provided, that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed fifteen (15) Business Days from the time of receipt by a Party of written notice of such Dispute (“Dispute Notice”). If the Dispute has not been resolved within fifteen (15) Business Days after receipt of the Dispute Notice, the respective Chief Executive Officers or their respective designees (with full settlement authority) of Biogen and Bioverativ shall meet in person (or where necessary, by phone) at a mutually acceptable time and, if applicable, place, and thereafter as often as they reasonably deem necessary, to attempt in good faith to resolve the Dispute. If the Dispute has not been resolved within forty-five (45) days after receipt of the Dispute Notice (“Negotiation Period”), the Parties shall be permitted to seek any controversy or claim arising out of or relating and all remedies pursuant to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on or the Cover Sheet hereof, Ancillary Agreements in addition to any and all other rights and remedies at law or such other person designated in writing as a representative equity. The Parties shall not assert the defenses of statute of limitations and laches arising during the period beginning after the date of receipt of the Party ("Manager"). Either Manager may request a meeting (in person Dispute Notice, and, other than with respect to this Article VIII, any contractual time period or telephonically) deadline under this Agreement or any Ancillary Agreement to initiate negotiations to be held within ten (10) Business Days of which such Dispute relates occurring after the other Party’s receipt such request, at a mutually agreed time and place. If the matter Dispute Notice is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date received shall not be greater than 30 calendar days deemed to have passed until such Dispute has been resolved. Notwithstanding anything in this Section 8.1 to the contrary, nothing in this Section 8.1 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, prior to the Referral Dateexpiration of the Negotiation Period, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem if necessary to exchange protect the relevant information and to attempt to resolve the disputeinterests of such Party. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereofin Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within 15 fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. . Within five (ii5) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) . All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) . If the matter is not resolved within 45 forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) abovethe first paragraph of this Section 10.2, refuses or will not meet within 10 ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 ten (10) Business Days of the Non-Non- Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) 10.4 below.

Negotiation. (ia) Except It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any Dispute that may arise on a mutually acceptable negotiated basis. In furtherance of the foregoing, any party involved in a Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or, if one does not exist, the President or Chief Executive Officer, of each party involved in the Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for disputes arising such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their commercially reasonable efforts to meet within 20 days of the Escalation Notice. Notwithstanding the provisions of Section 5.3(a), during the period from the date hereof through the first anniversary of the Distribution Date, in the event the parties involved in a Dispute do not resolve the Dispute in accordance with the foregoing provisions of this Section 5.2(a) within 60 days after the delivery of the Escalation Notice with respect to a Termination Paymentsuch Dispute, the Parties will attempt in good faith Dispute shall be referred to the Board of Directors of each of RemainCo and SpinCo, which shall each be requested to select a subcommittee thereof to meet to resolve any controversy or claim arising out the Dispute within 45 days of or relating such referral, and no party involved in a Dispute may deliver an Arbitration Demand Notice pursuant to Section 5.3(a) until after such 45-day period has elapsed. Any resolution of a Dispute pursuant to this Agreement Section 5.2 shall be memorialized in a writing signed by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Partyboth parties. (iib) Within 5 Business Days of The parties may, by mutual consent, select a mediator to aid the Referral Date parties in their discussions and negotiations. Any opinion expressed by the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations mediator shall be confidential strictly advisory and shall not be used or referred to binding on the parties, nor shall any opinion expressed by the mediator be admissible in any subsequent binding adjudicatory process between arbitration proceedings. Costs of any mediation shall be borne equally by the Parties. (iv) If parties involved in the matter Dispute, except that each Party shall be responsible for its own expenses. Mediation is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request a prerequisite to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following a demand for arbitration under Section 10.1(b)5.3. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (ia) Except It is the intent of the Parties to use their respective commercially reasonable efforts to resolve expeditiously any Dispute that may arise on a mutually acceptable negotiated basis. In furtherance of the foregoing, any party involved in a Dispute may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the parties at a senior level of management of the parties (or if the parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or, if one does not exist, the President or Chief Executive Officer, of each party involved in the Dispute (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for disputes arising such discussions or negotiations between the parties may be established by the parties from time to time; provided, however, that the parties shall use their commercially reasonable efforts to meet within 20 days of the Escalation Notice. Notwithstanding the provisions of Section 5.3(a), during the period from the date hereof through the first anniversary of the Distribution Date, in the event the parties involved in a Dispute do not resolve the Dispute in accordance with the foregoing provisions of this Section 5.2(a) within 60 days after the delivery of the Escalation Notice with respect to a Termination Paymentsuch Dispute, the Parties will attempt in good faith Dispute shall be referred to the Board of Directors of each of MII and B&W, which shall each be requested to select a subcommittee thereof to meet to resolve any controversy or claim arising out the Dispute within 45 days of or relating such referral, and no party involved in a Dispute may deliver an Arbitration Demand Notice pursuant to Section 5.3(a) until after such 45-day period has elapsed. Any resolution of a Dispute pursuant to this Agreement Section 5.2 shall be memorialized in a writing signed by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Partyboth parties. (iib) Within 5 Business Days of The parties may, by mutual consent, select a mediator to aid the Referral Date parties in their discussions and negotiations. Any opinion expressed by the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations mediator shall be confidential strictly advisory and shall not be used or referred to binding on the parties, nor shall any opinion expressed by the mediator be admissible in any subsequent binding adjudicatory process between arbitration proceedings. Costs of any mediation shall be borne equally by the Parties. (iv) If parties involved in the matter Dispute, except that each Party shall be responsible for its own expenses. Mediation is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request a prerequisite to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following a demand for arbitration under Section 10.1(b)5.3. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (ia) Except for In the event of a controversy, dispute or claim arising out of, in connection with or in relation to the interpretation, performance, nonperformance, validity, negotiation. termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article VIII) or otherwise arising with respect out of, or in any way related to, this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (collectively, an “Agreement Dispute”), between the Parties, a Party must provide written notice to the other Party of such Agreement Dispute (“Dispute Notice”). Within thirty (30) days of receipt by a Termination PaymentParty of a Dispute Notice, the receiving Party shall submit to the other Party a written response. The Dispute Notice and the response shall each include a statement of the Party’s position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Party’s representatives who will represent the Party and any other person(s) in negotiation of the Agreement Dispute. The Parties will attempt agree to negotiate in good faith to resolve any controversy or claim arising out of or relating to this noticed Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party Dispute within thirty ("Manager"). Either Manager may request a meeting (in person or telephonically30) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Datetime of receipt of the response to the Dispute Notice, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. which thirty (iii30) All communication and writing exchanged between the Parties in connection with these negotiations shall day period may be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between extended by mutual written agreement of the Parties. (ivb) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according Notwithstanding anything to the terms contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1, (i) the following Section 10.1(b). (v) If a dispute exists relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the Termination Paymentperiod beginning after the date of receipt of a compliant Dispute Notice and ending upon the termination of the mediation period in accordance with Section 8.2 (the “Tolling Period”), and (ii) any statute of limitation, contractual time period or deadline under this Agreement or any Ancillary Agreement to which such dispute canAgreement Dispute relates occurring after the Dispute Notice is received shall be tolled during the Tolling Period following submission of a compliant Dispute Notice. All offers to compromise made in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute shall not be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis offered or received as evidence or used for the explanation of the dispute then either Party may refer the matter directly impeachment or for any other purpose in any litigation or other proceeding, but shall be considered as to Arbitrationhave been said, as set forth in Section 10.1(c) belowdisclosed or produced for settlement purposes only.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereofin Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within 15 fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) abovethe first paragraph of this Section 10.1(a), refuses or will not meet within 10 ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b)10.3. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) 10.4 below.

Negotiation. (ia) Except for disputes In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of or in any way related to this Agreement or the transactions contemplated hereby or thereby, including any claim based on Law, contract, tort or otherwise (but excluding any controversy, dispute or claim arising out of any contract with respect a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (each a, “Dispute”), either Party shall provide written notice of such Dispute to the other Party in writing in accordance with the terms of this Agreement (“Dispute Notice”). The Party receiving such Dispute Notice shall have twenty (20) days from the date of delivery of the Dispute Notice (the “Disagreement Deadline”) to deliver in writing to the other Party its disagreement with the Dispute Notice (a Termination Payment“Notice of Disagreement”). If the Party receiving a Dispute Notice serves a timely Notice of Disagreement, the Dispute set forth in the Dispute Notice shall be referred by either Party or any of the members of their respective Groups for negotiation as set forth in this Section 12.1(a). The Parties will attempt agree to negotiate in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held noticed Dispute within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within forty-five (545) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Datetime of receipt of the Notice of Disagreement and the forty-five (45) day period is not extended by mutual written consent, then the Chief Executive Officers of the Parties shall enter into negotiations for a reasonable period of time to meet. After the initial meeting datesettle such Dispute; provided, the Executives however, that such reasonable period shall meetnot, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between unless otherwise agreed by the Parties in connection with these negotiations shall be confidential writing, exceed sixty (60) days from the forty-fifth (45th) day noted above, if and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days as extended by mutual agreement of the Referral Date, or if Parties (the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b“Negotiation Deadline”). (vb) If a dispute exists Notwithstanding anything to the contrary contained in this Agreement, in the event of any Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 12.1, (i) the Termination Paymentrelevant Parties shall not assert that a Dispute that was timely at the time a Dispute Notice was served was untimely based on the passage of time after the date of receipt of a compliant Dispute Notice, and (ii) any statute of limitation, contractual time period or deadline under this Agreement to which such dispute canDispute relates (but not any other equitable time period limitation) shall be tolled until final adjudication of the underlying Dispute. All things said or disclosed and all documents produced in the course of any negotiations, conferences and discussions in connection with efforts to settle a Dispute that are not otherwise independently discoverable shall not be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis offered or received as evidence or used for the explanation of the dispute then either Party may refer the matter directly impeachment or for any other purpose in any Proceeding and shall be considered as to Arbitrationhave been said, as set forth in Section 10.1(c) belowdisclosed or produced for settlement purposes only.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties The parties will attempt in good faith to resolve promptly through negotiation any claim or controversy or claim arising out of or relating to this Agreement by prompt negotiations between each PartyContract. If a controversy or claim should arise, LCOG’s Contract Manager and Contractor’s principal contact with LCOG (herein referred to as “Contractor’s Field Representative”) will meet at least once and will attempt in good faith to resolve the dispute. For such purpose, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager either may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such requestto meet within seven (7) days, at a mutually agreed upon time and place. If LCOG’s Contract Manager and Contractor’s Field Representative are not able to resolve the matter is not resolved dispute within 15 Business Days of seven (7) days after their first meeting ("Initial Negotiation End Date"or such longer period of time as may be mutually agreed upon), either party may request that LCOG and the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and Contractor's Management Representative meet at least once to attempt in good faith to resolve the dispute. . If LCOG and Contractor’s Management Representative are not able to resolve the dispute within fourteen (iii14) All communication days after the first meeting of LCOG’s Contract Manager and Contractor’s Field Representative (or such longer period of time as may be mutually agreed upon), LCOG will notify the Contractor’s Management Representative in writing exchanged between that the Parties in connection with these negotiations LCOG’s Executive Director shall render a decision within seven (7) days, which decision shall be confidential considered advisory only and shall not binding in the event of litigation in respect of the claim. Upon expiration of such time period, the GM will render to the parties LCOG’s written decision relative to the claim, including any change in the Contract Sum or Contract Time or both. If there is a surety and there appears to be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter a possibility of a Contractor’s default, LCOG may, but is not resolved obligated to, notify the surety and request the surety’s assistance in resolving the controversy. Contractor shall, within 45 calendar seven (7) days after the effective date of this Contract, designate to LCOG its Field Representative and Management Representative, the Referral Datelatter of whom shall be an executive level individual with authority to settle disputes. LCOG and Contractor may each change the designation of its Field Representative and Management Representative, or if but shall maintain at all times during the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation term of the controversy or claim according to the terms of the following Section 10.1(b)this Contract both a designated Field Representative and a designated Management Representative. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereofin Section 8.2, or such other person designated in writing as a representative of the Party ("“Manager"”). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within 15 fifteen (15) Business Days of their first meeting ("“Initial Negotiation End Date"”), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("“Executive(s)"”). Within five (5) Business Days of the Initial Negotiation End Date ("“Referral Date"”), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. . Within five (ii5) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) . All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) . If the matter is not resolved within 45 forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) abovethe first paragraph of this Section 10.2, refuses or will not meet within 10 ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) 10.3. If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) 10.4 below.

Negotiation. (ia) Except for disputes In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of or in any way related to this Agreement or the transactions contemplated hereby or thereby, including any claim based on Law, contract, tort or otherwise (but excluding any controversy, dispute or claim arising out of any contract with respect a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (each a, “Dispute”), either Party shall provide written notice of such Dispute to the other Party in writing in accordance with the terms of this Agreement (“Dispute Notice”). The Party receiving such Dispute Notice shall have twenty (20) days from the date of delivery of the Dispute Notice (the “Disagreement Deadline”) to deliver in writing to the other Party its disagreement with the Dispute Notice (a Termination Payment“Notice of Disagreement”). If the Party receiving a Dispute Notice serves a timely Notice of Disagreement, the Dispute set forth in the Dispute Notice shall be referred by either Party or any of the members of their respective Groups for negotiation as set forth in this Section 7.1(a). The Parties will attempt agree to negotiate in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held noticed Dispute within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within forty-five (545) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Datetime of receipt of the Notice of Disagreement and the forty-five (45) day period is not extended by mutual written consent, then the Chief Executive Officers of the Parties shall enter into negotiations for a reasonable period of time to meet. After the initial meeting datesettle such Dispute; provided, the Executives however, that such reasonable period shall meetnot, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between unless otherwise agreed by the Parties in connection with these negotiations shall be confidential writing, exceed sixty (60) days from the forty-fifth (45th) day noted above, if and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days as extended by mutual agreement of the Referral Date, or if Parties (the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b“Negotiation Deadline”). (vb) If a dispute exists Notwithstanding anything to the contrary contained in this Agreement, in the event of any Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 7.1, (i) the Termination Paymentrelevant Parties shall not assert that a Dispute that was timely at the time a Dispute Notice was served was untimely based on the passage of time after the date of receipt of a compliant Dispute Notice, and (ii) any statute of limitation, contractual time period or deadline under this Agreement to which such dispute canDispute relates (but not any other equitable time period limitation) shall be tolled until final adjudication of the underlying Dispute. All things said or disclosed and all documents produced in the course of any negotiations, conferences and discussions in connection with efforts to settle a Dispute that are not otherwise independently discoverable shall not be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis offered or received as evidence or used for the explanation of the dispute then either Party may refer the matter directly impeachment or for any other purpose in any Proceeding and shall be considered as to Arbitrationhave been said, as set forth in Section 10.1(c) belowdisclosed or produced for settlement purposes only.

Negotiation. (a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article VIII), including with respect to claim notices delivered pursuant to Section 6.4 and 6.8 hereof, or otherwise arising out of or in any way related to this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (but excluding any controversy, dispute or claim arising out of any Contract with a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (each a, “Dispute”), either party shall provide written notice of such Dispute to the other Party in writing in accordance with the terms of this Agreement or any applicable Ancillary Agreement (a “Dispute Notice”). Other than in the case of a Party making a claim for indemnification pursuant to Section 6.4 or Section 6.8 or any equivalent provision in any applicable Ancillary Agreement, in which case such Dispute Notice shall contain solely such information as required therein, a Dispute Notice shall (i) Except describe such Dispute in reasonable detail (including the facts underlying each particular claim (or series of substantially similar or related claims if it would reasonably be unduly burdensome to provide such information for disputes each particular claim) and an identification of each section of this Agreement or any Ancillary Agreement pursuant to which such Dispute arises) and (ii) set forth the Party’s good faith estimate of the damages or equitable relief requested by them arising from such Dispute (as applicable). The Party receiving such Dispute Notice shall have twenty (20) days from the date of delivery of the Dispute Notice (the “Disagreement Deadline”) to deliver in writing to the other Party its disagreement with respect to the Dispute Notice (a Termination Payment“Notice of Disagreement”). If the Party receiving a Dispute Notice serves a timely Notice of Disagreement, the Dispute set forth in the Dispute Notice shall be referred by either Party or any of the members of their respective Groups for negotiation as set forth in this Section 8.1(a). The Parties will attempt agree to negotiate in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and placenoticed Dispute. If the matter is not resolved Parties are unable for any reason to resolve a Dispute within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within forty-five (545) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Datetime of receipt of the Notice of Disagreement and the forty-five (45) day period is not extended by mutual written consent, then the Chief Executive Officers of the Parties shall enter into negotiations for a reasonable period of time to meet. After the initial meeting datesettle such Dispute; provided, the Executives however, that such reasonable period shall meetnot, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between unless otherwise agreed by the Parties in connection with these negotiations shall be confidential writing, exceed sixty (60) days from the forty-fifth (45th) day noted above, if and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days as extended by mutual agreement of the Referral Date, or if Parties (the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b“Negotiation Deadline”). (vb) If a dispute exists Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1, (i) the Termination Paymentrelevant Parties shall not assert that a Dispute that was timely at the time a Dispute Notice was served was untimely based on the passage of time after the date of receipt of a compliant Dispute Notice, and (ii) any statute of limitation, contractual time period or deadline under this Agreement or any Ancillary Agreement to which such dispute canDispute relates (but not any other equitable time period limitation) shall be tolled until final adjudication of the underlying Dispute. All things said or disclosed and all documents produced in the course of any negotiations, conferences and discussions in connection with efforts to settle a Dispute that are not otherwise independently discoverable shall not be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis offered or received as evidence or used for the explanation of the dispute then either Party may refer the matter directly impeachment or for any other purpose in any Proceeding and shall be considered as to Arbitrationhave been said, as set forth in Section 10.1(c) belowdisclosed or produced for settlement purposes only.

Negotiation. (ia) Except for disputes In the event of a controversy, dispute or claim arising with respect out of, in connection with, or in relation to a Termination Paymentthe interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the Parties will attempt in good faith to resolve transactions contemplated hereby, including any controversy claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of or any Contract relating to this the use or lease of real property if any third party is a necessary party to such controversy, dispute or claim) (collectively, “Agreement by prompt negotiations between each Party’s Contract RepresentativeDisputes”), as identified on the Cover Sheet hereofgeneral counsel, chief legal officer or other appropriate executive officer of the relevant Parties (or such other person executive officer designated by the relevant Party) shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided, that (i) such reasonable period shall not, unless otherwise agreed by the relevant Parties in writing as writing, exceed forty-five (45) days from the time of receipt by a representative Party of written notice of such Agreement Dispute (“Dispute Notice”) and (ii) the relevant employees from both Parties with knowledge and interest in the dispute shall first have tried to resolve the differences between the Parties. Within thirty (30) days of receipt of the Dispute Notice, the receiving Party ("Manager")shall submit to the other Party a written response. Either Manager may request The Dispute Notice and the response shall each include a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days statement of the other Party’s receipt such requestposition, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days general summary of the Initial Negotiation End Date ("Referral Date")arguments supporting that position, each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive executive who will represent the Partyparty and any other person(s) who will attend settlement meetings. (iib) Within 5 Business Days In the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 7.1, and if arbitration proceedings are initiated pursuant to Section 7.2 within one hundred-eighty (180) days following receipt of the Referral Date Dispute Notice, (i) the Executives shall establish a mutually acceptable location and date, which date relevant Parties shall not be greater than 30 calendar days from assert the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information defenses of statute of limitations and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists laches with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation period beginning after the date of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis Dispute Notice, and (ii) any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for the explanation of the dispute then either Party may refer the matter directly impeachment or for any other purpose in any arbitration, but shall be considered as to Arbitration, as set forth in Section 10.1(c) belowhave been disclosed for settlement purposes.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the The Parties will attempt in good faith to resolve promptly through negotiation any claim or controversy or claim arising out of or relating to this Agreement by prompt negotiations between each PartyContract. If a controversy or claim should arise, LTD’s Contract Manager and Contractor’s principal contact with LTD (herein referred to as “Contractor’s Field Representative”) will meet at least once and will attempt in good faith to resolve the dispute. For such purpose, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager either may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such requestto meet within seven (7) days, at a mutually agreed upon time and place. If LTD’s Contract Manager and Contractor’s Field Representative are not able to resolve the matter is not resolved dispute within 15 Business Days of seven (7) days after their first meeting ("Initial Negotiation End Date"or such longer period of time as may be mutually agreed upon), either Party may request that LTD’s Assistant General Manager – Service Delivery (herein referred to as “AGM”) and the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and Contractor's Management Representative meet at least once to attempt in good faith to resolve the dispute. . If LTD’s AGM and Contractor’s Management Representative are not able to resolve the dispute within fourteen (iii14) All communication days after the first meeting of LTD’s Contract Manager and Contractor’s Field Representative (or such longer period of time as may be mutually agreed upon), LTD’s AGM will notify the Contractor’s Management Representative in writing exchanged between that the LTD’s General Manager (herein referred to as the “GM”) shall render a decision within seven (7) days, which decision shall be considered advisory only and not binding in the event of litigation in respect of the claim. Upon expiration of such time period, the GM will render to the Parties LTD’s written decision relative to the claim, including any change in connection with these negotiations the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contractor’s default, LTD may, but is not obligated to, notify the surety and request the surety’s assistance in resolving the controversy. Contractor shall, within seven (7) days after the effective date of this Contract, designate to LTD its Field Representative and Management Representative, the latter of whom shall be confidential an executive level individual with authority to settle disputes. LTD and Contractor may each change the designation of its Field Representative and Management Representative, but shall not be used or referred to in any subsequent binding adjudicatory process between maintain at all times during the Partiesterm of this Contract both a designated Field Representative and a designated Management Representative. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (ia) Except for In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of, this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes arising with respect thereunder will not be subject to a Termination Paymentthe resolution procedures set forth in this Article VIII) or otherwise related to the transactions contemplated hereby or thereby (but excluding any controversy, the Parties will attempt in good faith to resolve any controversy dispute or claim arising out of any Contract with a Third Party if such Third Party is a necessary party to such controversy, dispute or relating to this claim) (collectively, “Agreement by prompt negotiations between each Party’s Contract RepresentativeDisputes”), the general counsel or chief legal officer (as identified on appropriate) of the Cover Sheet hereof, relevant Parties (or such other person designated in writing as by the relevant Party) shall negotiate for a representative minimum of the Party sixty ("Manager"60) days to attempt to settle such Agreement Dispute (“Negotiation Period”). Either Manager may request The Negotiation Period shall commence on the date of receipt by a meeting Party of written notice of such Agreement Dispute (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"“Dispute Notice”). Within five thirty (530) Business Days days of receipt of the Initial Negotiation End Date ("Referral Date")Dispute Notice, each the receiving Party shall provide one another submit to the other Party a written notice confirming the referral and identifying the name and title of the Executive who will represent the Partyresponse. (iib) Within 5 Business Days Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1 (i) the Referral Date the Executives shall establish a mutually acceptable location and date, which date relevant Parties shall not be greater than 30 calendar days from assert the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information defenses of statute of limitations and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists laches with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation period beginning after the date of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for Dispute Notice, and (ii) any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the explanation Dispute Notice is received shall be tolled by the service of a Dispute Notice. Such tolling-period shall terminate at the conclusion of the dispute then either Party may refer arbitration proceeding or one hundred eighty (180) days after the matter directly date of issuance of the Dispute Notice if no arbitration proceeding has commenced by that date. (c) Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to Arbitrationsettle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or other proceeding, but shall be considered as set forth in Section 10.1(c) belowto have been disclosed for settlement purposes.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereofin Section 8.2, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt of such request, at a mutually agreed time and place. If the matter is not resolved within 15 fifteen (15) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 five (5) Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 thirty (30) calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, meet as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties.Parties.‌ (iv) If the matter is not resolved within 45 forty-five (45) calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) abovethe first paragraph of this Section 10.1(a), refuses or will not meet within 10 ten (10) Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b)10.3. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 ten (10) Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) 10.4 below.

Negotiation. (i1) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii2) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii3) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv4) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v5) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. Each Party shall appoint a representative who shall be responsible for administering this dispute resolution provision (ithe “Appointed Representative”) after the Closing. The Appointed Representative shall have the authority to resolve any such disputes. Except as otherwise provided in this Agreement or in any Ancillary Agreement, in the event of a controversy, dispute or claim after the Closing arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to, this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (but, for the avoidance of doubt, specifically excluding the Merger Agreement where any disputes arising with respect under the Merger Agreement shall be resolved pursuant to a Termination Paymentthe terms thereof) (collectively, the Parties will attempt “Agreement Disputes”), the Appointed Representatives shall negotiate in good faith to resolve any controversy or claim arising out for a reasonable period of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle such Agreement Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed to by the dispute relevant Parties in writing, exceed ninety ("Executive(s)"). Within five (590) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Datetime of receipt by a Party of written notice of such Agreement Dispute. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to meetsettle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. After The Parties agree that (i) this Article VII is included for the initial meeting dateconvenience of the Parties, the Executives (ii) no Party shall meet, as often as they reasonably deem necessary to exchange the relevant information have any Liability for any breach of this Article VII and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection no breach of, or failure to comply with these negotiations this Article VII shall be confidential and shall not be used or referred to in affect any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Daterights or remedies under this Agreement, the Merger Agreement or if any Ancillary Agreement, including the Party receiving right to have the written request to meet, dispute resolved pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b)8.14. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (i) Except for disputes arising with respect to a Termination Payment, the The Parties will shall attempt in good faith to resolve any controversy or claim dispute arising out of or relating to this Agreement (a “Dispute”) promptly by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, executives who shall have authority to settle the controversy. Any Party may give the other disputing Party written notice of any dispute not resolved in the normal course of business ("Executive(s)"“Notice of Dispute”). Within five (5) Business Days days after the effective date of a Notice of Dispute, executives of the Initial Negotiation End Date ("Referral Date"), each Party disputing Parties shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish agree upon a mutually acceptable location time and dateplace to meet and shall meet at that time and place, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, and thereafter as often as they reasonably deem necessary necessary, to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between . The first of those meetings shall take place within 30 days of delivery of the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) disputing Party’s Notice of Dispute. If the matter is has not been resolved within 45 calendar 60 days of delivery of the Referral DateNotice of Dispute, or if the Party receiving the written request Parties fail to meetagree on a time and place for an initial CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY GLOBAL GEOPHYSICAL SERVICES, pursuant to subpart (a) aboveINC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”. meeting within five days of that notice, refuses or will not meet within 10 Business Days, either any Party may initiate mediation arbitration of the controversy or claim according to the terms of the following Section 10.1(b). (v) as provided hereinafter. If a dispute exists with respect negotiator intends to be accompanied at a meeting by an attorney, the Termination Payment, other negotiators shall be given at least three Business Days’ notice of that intention and such dispute cannot may also be resolved accompanied by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis an attorney. All negotiations pursuant to this clause 12.7. (a) shall be treated as compromise and settlement negotiations for the explanation purposes of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) belowapplicable rules of evidence and procedure.

Negotiation. a. In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of or in any way related to this Agreement or the transactions contemplated hereby or thereby, including any claim based on contract, tort, law or constitution (ibut excluding any controversy, dispute or claim arising out of any contract with a third party if such third party is a necessary party to such controversy, dispute or claim) Except for disputes arising with respect (collectively, “Disputes”), a party must provide written notice of such Dispute (“Dispute Notice”). The Parties agree to a Termination Payment, the Parties will attempt negotiate in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and placenoticed Dispute. If the matter is not resolved parties are unable for any reason to resolve a Dispute within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar 45 days from the Referral Date, to meet. After time of receipt of the initial meeting date, Dispute Notice and the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter 45-day period is not resolved within 45 calendar days extended by mutual written consent, then the Chief Executive Officers of the Referral Dateparties shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, or if however, that such reasonable period shall not, unless otherwise agreed by the Party receiving parties in writing, exceed sixty 60 days from the written request to meet, pursuant to subpart (a) 45th day noted above, refuses or will not meet within 10 Business Days, either Party may initiate mediation if and as extended by mutual agreement of the controversy or claim according to parties (the terms of the following Section 10.1(b“Negotiation Deadline”). b. Notwithstanding anything to the contrary contained in this Agreement, in the event of any Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 30.1 (vi) If a dispute exists the relevant parties shall not assert the defenses of statute of limitations and laches with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation period beginning after the date of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis Dispute Notice, and (ii) any contractual time period or deadline under this Agreement to which such Dispute relates occurring after the Dispute Notice is received shall be tolled by the submittal of a Dispute Notice. All things said or disclosed and all documents produced in the course of any negotiations, conferences and discussions in connection with efforts to settle a Dispute that are not otherwise independently discoverable shall not be offered or received as evidence or used for the explanation of the dispute then either Party may refer the matter directly impeachment or for any other purpose in any Proceeding and shall be considered as to Arbitrationhave been said, as set forth in Section 10.1(c) belowdisclosed or produced for settlement purposes only.

Negotiation. (ia) Except for disputes arising with respect to In the event of a Termination Paymentcontroversy, the Parties will attempt in good faith to resolve any controversy dispute or claim arising out of, or in connection with, or in relation to the interpretation, performance, nonperformance, validity or breach of this Agreement or relating otherwise arising out of, or in any way related to this Agreement by prompt negotiations between each Party’s Contract Representativeor the transactions contemplated hereby, as identified including any claim based on the Cover Sheet hereofcontract, tort, statute or such other person designated in writing as a representative of the Party constitution (collectively, "Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End DateAgreement Disputes"), the Managers Contact Persons of the parties shall refer the matter to the designated senior officers of their respective companies, who shall have authority negotiate in good faith for 30 days to settle such Agreement Dispute, provided such reasonable period shall not, unless otherwise agreed by the dispute ("Executive(s)"). Within five (5) Business Days of parties in writing, exceed 30 days from the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming time the referral and identifying the name and title of the Executive who will represent the Partyparties began such negotiations. (iib) Within 5 Business Days of the Referral Date the Executives Each Provider and each Recipient shall establish appoint a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, person (a "Supervisory Contact Person") to meet. After the initial meeting date, the Executives shall meet, act as often as they reasonably deem necessary to exchange the relevant information and its representative to attempt to resolve resolve, prior to arbitration in accordance with Section 7.02, any Agreement Dispute that has not been resolved by the dispute. Contact Persons as provided in paragraph (iiia) All communication and writing exchanged between above. On or promptly after the Parties in connection date hereof, PE will provide EG&G with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days a list of the Referral DateSupervisory Contact Person for each Provider or Recipient in the PE Group, and EG&G will provide PE with a list of the Supervisory Contact Person for each Provider or if Recipient in the Party receiving EG&G Group. Each Provider and each Recipient shall promptly advise the written request to meet, pursuant to subpart other of any change in the identity of its Supervisory Contact Person. In the event that any Agreement Dispute has not been resolved by the Contact Persons as provided in paragraph (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according such Agreement Dispute shall be referred promptly to the terms Supervisory Contact Persons, who shall negotiate in good faith for a reasonable period of time to settle such Agreement Dispute, provided such reasonable period shall not, unless otherwise agreed by the following Section 10.1(b)parties in writing, exceed 20 days from the time of referral of such Agreement Dispute to the Supervisory Contact Persons. (vc) If a dispute exists In the event of any arbitration in accordance with respect to Section 7.02, the Termination Paymentparties shall not assert the defenses of statute of limitations and laches arising for the period beginning after the date the parties began negotiations hereunder, and any contractual time period or deadline under this Agreement to which such dispute canAgreement Dispute relates shall not be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly deemed to Arbitration, as set forth in Section 10.1(c) belowhave passed until such Agreement Dispute has been resolved.

Negotiation. (a) Each Party shall appoint a representative who shall be responsible for administering this dispute resolution provision (the “Appointed Representative”) after the Closing. The Appointed Representative shall have the authority to resolve any such disputes. (b) Except as otherwise provided in this Agreement or in any Ancillary Agreement, in the event of a controversy, dispute or claim after the Closing arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to, this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (but, for the avoidance of doubt, specifically excluding the Merger Agreement where any disputes under the Merger Agreement shall be resolved pursuant to the terms thereof) (collectively, the “Agreement Disputes”), the Appointed Representatives shall negotiate in good faith for a reasonable period of time to settle such Agreement Dispute; provided, however, that (i) Except for disputes arising with respect such reasonable period shall not, unless otherwise agreed to a Termination Paymentby the relevant Parties in writing, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party exceed ninety ("Manager"). Either Manager may request a meeting (in person or telephonically90) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange time of receipt by a Party of written notice of such Agreement Dispute and (ii) the relevant information employees from both Parties with knowledge and to attempt interest in the dispute shall first have tried to resolve the disputedifferences between the Parties. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (c) The Parties agree that (i)(i) this Article VII is included for the convenience of the Parties, (ii) no Party shall have any Liability for any breach of this Article VII and (iii) All communication and writing exchanged between the Parties in connection no breach of, or failure to comply with these negotiations this Article VII shall be confidential and shall not be used or referred to in affect any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Daterights or remedies under this Agreement, the Merger Agreement or if any Ancillary Agreement, including the Party receiving right to have the written request to meet, dispute resolved pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b)8.14. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (i) Except for disputes arising 10.3.1 A disputing Party shall commence dispute resolution by serving a Notice requiring negotiation of the dispute on the other Party and the Prime Consultant. The Notice shall be served on the recipient Party in accordance with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out applicable notice provisions of or relating to this Agreement by prompt negotiations between each Party’s Contract Representativeand the date of delivery, or deemed date of delivery, as identified on the Cover Sheet hereofcase may be, is referred to in this GC 10 DISPUTE RESOLUTION as the “Negotiation Notice Date”. The Notice shall describe the dispute and reference any time or such other person designated in writing as a representative money claimed and indicate all provisions of the Party ("Manager"). Either Manager may request a meeting (Agreement that are relied on in person or telephonically) relation to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between 10.3.2 The Parties shall meet in person for the purpose of negotiating a resolution of the dispute within 14 days of the Negotiation Notice Date. Failure to meet within this time period means that, subject to the Parties otherwise agreeing, either Party can immediately commence mediation in accordance with GC 10.4. 10.3.3 Each of the Parties shall discuss the dispute in a professional and amicable manner and negotiate in good faith. The Parties agree to use all reasonable efforts to resolve any dispute, whether arising during the existence of this Agreement or at any time after the expiration or termination of this Agreement, which touches upon the validity, construction, meaning, performance or effect of this Agreement or the rights or liabilities of the Parties or any matter arising out of, or in connection with these negotiations shall be confidential this Agreement. 10.3.4 All meetings and shall communications during the negotiation are without prejudice and cannot be used or referred to in evidence in any subsequent binding adjudicatory process between proceeding. The Parties shall treat the Partiesnegotiation as confidential and neither of the Parties shall disclose any part of the negotiation to any third party, except for the sole purpose of dealing with the dispute. (iv) If 10.3.5 In the matter is event that the Parties cannot resolved resolve the dispute within 45 calendar 28 days of the Referral Negotiation Notice Date, or if the Party receiving the written request to meetthen, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according subject to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination PaymentParties otherwise agreeing, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth shall participate in Section 10.1(c) belowa mediation in accordance with GC 10.4.

Negotiation. (i) Except for disputes arising with respect to a Termination Paymentthe injunctive remedies provided by Section 9.4, in the Parties will attempt event of any claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in good faith to resolve any controversy or claim question arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract RepresentativeAgreement, as identified on the Cover Sheet any provision hereof, the alleged breach thereof, or such other person designated in writing as a representative any way relating to the subject matter of this Agreement or the relationship between -60- 66 the Parties created by this Agreement, involving the Parties and/or their respective representatives and/or Affiliates, including, without limitation, arising out of the Party Other Agreements or the Guaranty Agreement (all of which are referred to herein as "Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End DateDisputes"), the Managers Parties shall refer promptly seek to resolve any such Dispute by negotiations between senior executives of the matter to the designated senior officers of their respective companies, Parties who shall have authority to settle the dispute ("Executive(s)")Dispute. When a Party believes there is a Dispute under this Agreement, that Party will give the other Party written notice of the Dispute. Within five thirty (530) Business Days days after receipt of such notice, the receiving Party shall submit to the other a written response. Both the notice and response shall include (i) a statement of each Party's position and a summary of the Initial Negotiation End Date evidence and arguments supporting its position, and ("Referral Date")ii) the name, each Party shall provide one another written notice confirming the referral title, fax number, and identifying the name and title telephone number of the Executive executive who will represent that Party. In the Party. (ii) Within 5 Business Days event the Dispute involves a claim arising out of the Referral Date actions of any Person or entity not a signatory to this Agreement, the Executives receiving Party shall establish have such additional time as necessary, not to exceed an additional thirty (30) days, to investigate the Dispute before submitting a written response. The executives shall meet at a mutually acceptable location time and date, which place within fifteen (15) days after the date shall not be greater than 30 calendar days from of the Referral Date, to meet. After the initial meeting date, the Executives shall meet, response and thereafter as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. Dispute. If one of the executives is an attorney or intends to be accompanied at a meeting by an attorney, the other executive shall be given at least five (iii5) days' notice of such intention and may also be accompanied by an attorney. All communication negotiations and writing exchanged between communications pursuant to this Article XV shall be treated and maintained by the Parties in connection with these negotiations as confidential information and shall be confidential treated as compromise and shall not be used or referred to in any subsequent binding adjudicatory process between settlement negotiations for the Parties. (iv) If the matter is not resolved within 45 calendar days purposes of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation Federal and State Rules of the controversy or claim according to the terms of the following Section 10.1(b)Evidence. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. (ia) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract RepresentativeManager, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers Mangers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (iib) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iiic) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (ivd) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b)12.2. (ve) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute dispute, pursuant to Section 5.5 of this Agreement, then either Party may refer the matter directly to Arbitration, as set forth in pursuant to Section 10.1(c) below12.3 of this Agreement.

Negotiation. A. Within fifteen (i15) Except for disputes arising with respect to a Termination Payment, days after one of the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of has given the other Party’s receipt such request, at the first written notification of a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date")specific dispute, each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who party will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish appoint a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and designated officer to attempt to resolve the dispute. These officers will meet at a mutually agreeable location as early as possible (the first meeting to occur no later than thirty (30) days after written notification is received by the notified party), and agree to meet as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute. The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings. During the negotiation process, all reasonable requests made by one officer to the other for information will be honored. The designated officers will decide the specific format for such discussions. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) B. If the matter is officers cannot resolved resolve the dispute within 45 calendar thirty (30) days of their first meeting, the Referral Date, or if the Party receiving the written request parties will agree to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of submit the dispute then either Party may refer the matter directly to Arbitrationformal arbitration, as set forth in Section 10.1(cArticle XV. However, the parties may agree in writing to extend the negotiation period for an additional thirty (30) belowdays. C. The notice under the terms of this provision shall state, in bold letters in large type at the heading of the letter “NOTICE OF NEGOTIATION PROCEDURES PURSUANT TO ARTICLE XIV OF AUTOMATIC YEARLY RENEWABLE TERM REINSURANCE AGREEMENT” “THIS NOTICE AFFECTS YOUR RIGHT TO ASSERT TIME BAR DEFENSES AND REQUIRES A TIMELY RESPONSE” and shall state the position of the party who has initiated the negotiation. The Parties agree that the notice shall prevent the running of time-bar defenses for the issues or issues that are stated in the notice, and they agree that they will not assert any time-bar defense (statutory or otherwise) that is associated with the time period after the filing of the notice. FNWL Agreement No. 07-003a-TL Page 20 Coverage Effective 9-01-08

Negotiation. A. Within fifteen (i15) Except for disputes arising with respect to a Termination Payment, days after one of the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of has given the other Party’s receipt such request, at the first written notification of a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date")specific dispute, each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who party will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish appoint a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and designated officer to attempt to resolve the dispute. These officers will meet at a mutually agreeable location as early as possible (the first meeting to occur no later than thirty (30) days after written notification is received by the notified party), and agree to meet as often as necessary, in order to gather and furnish the other with all appropriate and relevant information concerning the dispute. The officers will discuss the problem and will negotiate in good faith without the necessity of any formal arbitration proceedings. During the negotiation process, all reasonable requests made by one officer to the other for information will be honored. The designated officers will decide the specific format for such discussions. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) B. If the matter is officers cannot resolved resolve the dispute within 45 calendar thirty (30) days of their first meeting, the Referral Date, or if the Party receiving the written request parties will agree to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of submit the dispute then either Party may refer the matter directly to Arbitrationformal arbitration, as set forth in Section 10.1(cArticle XV. However, the parties may agree in writing to extend the negotiation period for an additional thirty (30) belowdays. C. The notice under the terms of this provision shall state, in bold letters in large type at the heading of the letter “NOTICE OF NEGOTIATION PROCEDURES PURSUANT TO ARTICLE XIV OF AUTOMATIC YEARLY RENEWABLE TERM REINSURANCE AGREEMENT” “THIS NOTICE AFFECTS YOUR RIGHT TO ASSERT TIME BAR DEFENSES AND REQUIRES A TIMELY RESPONSE” and shall state the position of the party who has initiated the negotiation. The Parties agree that the notice shall prevent the running of time-bar defenses for the issues or issues that are stated in the notice, and they agree that they will not assert any time-bar defense (statutory or otherwise) that is associated with the time period after the filing of the notice. FNWL Agreement No. 08-004-TL Page 20 Coverage Effective 9-01-08

Negotiation. If there is any dispute or disagreement between or among any of the Parties as to the interpretation of any provision of, or the performance of obligations under, this Agreement (i) Except except for such disputes arising with respect to a Termination Paymentor disagreements regarding the Final Closing Balance Sheet, the Parties will attempt in good faith Purchase Price Allocation or the calculation of any Earn-Out Amount, which shall be resolved exclusively pursuant to resolve Section 3.8) (a “Dispute”), then the Dispute, upon the written request of Buyer, Company or any controversy or claim arising out of or relating Member, shall be referred to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative representatives of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date")Parties for decision, each Party shall provide one another written notice confirming being represented by a senior executive officer who has no direct operational responsibility for the referral transactions contemplated hereby and identifying who has the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt authority to resolve the dispute. Dispute (iii) collectively, the “Representatives”). The Representatives shall promptly meet in a good faith effort to resolve the Dispute. All communication negotiations pursuant to this Section 9.2 shall be considered confidential settlement discussions, and writing exchanged between none of the Parties may offer into evidence, mention or otherwise use statements made in connection with these such negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between alternative dispute resolution proceeding or Litigation. No arbitrator, including the Parties. Tribunal, shall have the authority to consider any such statements. If, after the thirtieth (iv30th) If calendar day after Buyer, Company or any Member delivered the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the above-described written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Daysfor referral, either Party may initiate mediation of Buyer, Company or any Member believes that the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute Dispute cannot be resolved by good faith negotiation the Representatives through negotiation, then such Party may submit the Dispute to arbitration under Section 9.3 by filing a demand for arbitration with any nationally recognized dispute resolution firm upon which Buyer, Company and Members agree in writing (or, if agreement cannot be reached, with JAMS or the American Arbitration Association, at the election of the Parties within 10 Business Days Party that delivered the above-described written request for referral) and delivery a copy of such demand for arbitration to the Non-Defaulting Party’s receipt other, or such other nationally recognized alternative dispute resolution firm upon which Buyer, Company and Members agree in writing (the “ADR Firm”), and delivering a copy of such demand for arbitration to the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) belowother.

Negotiation. In the event that any claim, dispute, controversy, difference, disagreement, or grievance (iof any and every kind or type, whether based on contract, tort, statute, regulation or otherwise) Except for disputes arising with respect to a Termination Payment, the Parties will attempt in good faith to resolve any controversy or claim arising out of of, connected with or relating in any way to this Agreement by prompt negotiations between each Party’s Contract Representative(including the construction, as identified on validity, interpretation, termination, enforceability or breach of this Agreement) (“Dispute”) cannot be resolved informally within thirty (30) Days after the Cover Sheet hereofDispute arises, or such other person designated in writing as a representative either Party may give written notice of the Party Dispute ("Manager"). Either Manager may request a meeting (in person or telephonically“Dispute Notice”) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt Party requesting that a senior executive from each Party meet to resolve the Dispute. Each such request, senior executive shall have full authority to resolve the Dispute and shall meet at a mutually agreed agreeable time and place. If place within thirty (30) Days after receipt by the matter is not resolved within 15 Business Days non-notifying Party of their first meeting ("Initial Negotiation End Date")such Dispute Notice, the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, thereafter as often as they deem reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. Dispute. Such negotiations shall be held in Houston, Texas or at another location mutually agreed in writing. In no event shall this Section 18.1 be construed to limit either Party’s right to take any action under this Agreement, including Owner’s rights under Section 16.1. Notwithstanding the foregoing, in the event of a Dispute regarding (iiia) All communication and writing exchanged between whether a specific item of Work meets the Parties definition of Punchlist under Article 1 in connection with these negotiations Section 11.5 or (b) if and when Substantial Completion or Final Completion has occurred, as applicable, in accordance with Section 11.3 or 11.6, representatives of Owner’s senior executive and Contractor’s senior executive shall be confidential meet immediately upon request of either Party to attempt to resolve such Dispute. Each such executive representative shall have full authority to resolve such Dispute and shall not be used or referred to meet in person at a mutually agreeable time and place. The Parties agree that if any subsequent binding adjudicatory process between the Parties. (iv) If the matter such Dispute is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request to meet, pursuant to subpart ninety (a90) above, refuses or will not meet within 10 Business Days, Days after either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis request for the explanation of the dispute such meeting between senior executives, then either Party may by notice to the other Party refer the matter directly Dispute to Arbitration, as set forth be decided by final and binding arbitration in accordance with Section 10.1(c) below18.2.

Negotiation. (iA) Except for disputes In the event of any dispute arising under or associated with respect to the Parties’ performance of this PPA (a Termination Payment“Dispute”), the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party ("Manager"). Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Business Days following notice by either Party (a “Dispute Notice”), (i) each Party shall appoint a representative, and (ii) the representatives shall meet, negotiate and attempt in good faith to resolve the Dispute quickly, informally and inexpensively. Any Dispute that is mutually agreed by the Parties (each acting in its sole and complete discretion) to involve engineering, construction or technical matters as the sole or primary area of disagreement between the Parties shall be deemed to be a “Technical Dispute” (each, a “Technical Dispute”). The Parties agree that the technical expert for purposes of resolving any Technical Disputes shall be a mutually-agreeable Independent Engineer, the costs and expenses for which will be shared equally by the Parties. The Independent Engineer may, if he or she deems it appropriate, hold a hearing on the subject of the other Technical Dispute and shall, upon the request of either Party’s receipt , meet with the Parties or their representatives with respect to such request, at a mutually agreed time and place. If the matter is not resolved Technical Dispute within 15 three (3) Business Days of their first meeting ("Initial Negotiation End Date"), the Managers request for such meeting. The Independent Engineer shall refer render a decision solely resolving the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within Technical Dispute within five (5) Business Days of the Initial Negotiation End Date meeting with the Parties or their representatives or hearing ("Referral Date"if any), each Party shall provide one another written notice confirming or such longer period as the referral Parties and identifying the name and title Independent Engineer may agree. The decision of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations Independent Engineer shall be confidential advisory rather than final and shall not be used or referred to in any subsequent binding adjudicatory process between on the Parties. (ivB) If In the matter is event the Parties’ representatives cannot resolved within 45 calendar days of resolve the Referral DateDispute, or if either Party is not satisfied with the Party receiving resolution of the written request to meetTechnical Dispute by the Independent Engineer, pursuant to subpart within thirty (a30) above, refuses or will not meet within 10 Business DaysDays after the first meeting, either Party may initiate mediation request that consideration and resolution of the controversy or claim according Dispute be transferred to the terms senior management. Within ten (10) Days following such a request, each Party shall submit a written summary of the following Section 10.1(b). Dispute describing the issues and claims to a senior officer of each Party designated to address the Dispute. Within ten (v10) If a dispute exists with respect to Business Days after receipt of each Party’s Dispute summaries, the Termination Payment, and such dispute cannot be resolved by designated senior managers for both Parties shall negotiate in good faith negotiation of to resolve the Parties within 10 Business Days of Dispute. If such senior managers are unable to resolve the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then Dispute thereafter, either Party may refer the matter directly seek available legal remedies, subject to Arbitration, as set forth in Section 10.1(c) belowSections 13.3 and 19.3.

Negotiation. (a) Each Party shall appoint a representative who shall be responsible for administering this dispute resolution provision (the “Appointed Representative”) after the Closing. The Appointed Representative shall have the authority to resolve any such disputes. (b) Except as otherwise provided in this Agreement or in any Ancillary Agreement, in the event of a controversy, dispute or claim after the Closing arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to, this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby (but, for the avoidance of doubt, specifically excluding the Merger Agreement where any disputes under the Merger Agreement shall be resolved pursuant to the terms thereof) (collectively, the “Agreement Disputes”), the Appointed Representatives shall negotiate in good faith for a reasonable period of time to settle such Agreement Dispute; provided, however, that (i) Except for disputes arising with respect such reasonable period shall not, unless otherwise agreed to a Termination Paymentby the relevant Parties in writing, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Agreement by prompt negotiations between each Party’s Contract Representative, as identified on the Cover Sheet hereof, or such other person designated in writing as a representative of the Party exceed ninety ("Manager"). Either Manager may request a meeting (in person or telephonically90) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange time of receipt by a Party of written notice of such Agreement Dispute and (ii) the relevant information employees from both Parties with knowledge and to attempt interest in the dispute shall first have tried to resolve the disputedifferences between the Parties. Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes. (c) The Parties agree that (i)(i) this Article VII is included for the convenience of the Parties, (ii) no Party shall have any Liability for any breach of this Article VII and (iii) All communication and writing exchanged between the Parties in connection no breach of, or failure to comply with these negotiations this Article VII shall be confidential and shall not be used or referred to in affect any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Daterights or remedies under this Agreement, the Merger Agreement or if any Ancillary Agreement, including the Party receiving right to have the written request to meet, dispute resolved pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b)8.14. (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) below.

Negotiation. With the exception of any dispute resolution procedures that are otherwise contained in this Reinsurance Agreement, a Party shall, in the first instance, send written notice (i“Dispute Notice”) Except for disputes arising with respect to a Termination Paymentthe other Party to the Dispute of any dispute, the Parties will attempt in good faith to resolve any controversy or claim arising out of or relating to this Reinsurance Agreement by prompt negotiations between each Party’s Contract Representativeor the breach, as identified on the Cover Sheet formation, termination, validity, interpretation, performance, or enforceability hereof, whether sounding in contract or such tort and whether arising during or after this Reinsurance Agreement’s formation, or after its termination, including any Dispute as to the existence of an agreement to arbitrate or other person designated conditions imposed by this Section 16.1 or Section 16.2 below (a “Dispute”), which Dispute Notice shall set forth in writing as a representative of reasonable detail in the Party ("Manager")matters in Dispute. Either Manager may request a meeting (in Thereafter, the Parties agree that they shall first attempt to resolve Disputes by informal discussions and negotiations, conducted in-person or telephonically) to initiate negotiations to be held within ten (10) Business Days of the other Party’s receipt such request, at a mutually agreed time and placebetween their duly appointed Representatives. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date")If, for any reason, the Managers shall refer the matter Parties to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meet. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt Dispute are unable to resolve the dispute. any such Dispute through such discussions and negotiations within thirty (iii30) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Datedate of delivery of the Dispute Notice, then the Dispute shall be submitted for amicable written resolution by negotiations between designated executive officers of each Party, each with authority to resolve the Dispute. If, for any reason, the designated executive officers are unable to reach a mutually acceptable written resolution within forty (40) calendar days of the date of delivery of the Dispute Notice, the Dispute shall be submitted for final and binding arbitration in accordance with Section 16.2 below. All negotiations, discussions, and communications made or if the Party receiving the written request to meet, conducted pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as procedures set forth in this Section 10.1(c) below16.1 are confidential and will be treated as compromise and settlement negotiations for purposes of the Federal Rules of Evidence and any other applicable rules of evidence.

Negotiation. A Party shall give written notice (i"Dispute Notice") Except for disputes arising with respect to the other Parties of a Termination PaymentDispute and outline in reasonable detail the relevant information concerning the Dispute. Within seven (7) days following receipt of the Dispute Notice, the Parties will shall each appoint a Representative, who shall meet and attempt to resolve the Dispute through discussion and negotiation. If the Dispute is not resolved within thirty (30) days of the appointment of a Representative by each Party, the negotiation shall be deemed to have failed. If the Representatives cannot resolve the Dispute through negotiation within such thirty (30) day period, then the Dispute shall be referred to Mediation. In such event, any Party shall be entitled to provide the other Parties with a written notice ("Mediation Notice") specifying: the subject matters remaining in Dispute, and the details of the matters in Dispute that are to be mediated; and the nomination of an individual to act as the Mediator. The Parties shall, within thirty (30) days of the Mediation Notice, jointly nominate or agree upon a Mediator. Where a Mediator is appointed, the Parties shall submit in writing their Dispute to the Mediator, and afford to the Mediator access to all records, documents and information the Mediator may reasonably request. The Parties shall meet with the Mediator at such reasonable times as may be required and shall, through the intervention of the Mediator, negotiate in good faith to resolve any controversy or claim arising out their dispute. All proceedings involving a Mediator are agreed to be without prejudice, and the cost of or relating to this Agreement by prompt negotiations the Mediator shall be shared equally between each Party’s Contract Representative, as identified the Parties. In the event that the Parties do not agree on the Cover Sheet hereof, or such other person designated in writing as appointment of a representative Mediator with thirty (30) days of the Party Mediation Notice; the Mediation is not completed within thirty ("Manager"). Either Manager may request a meeting (in person or telephonically30) to initiate negotiations to be held within ten (10) Business Days days after the appointment of the other Party’s receipt such request, at a mutually agreed time and place. If Mediator; or the matter is Dispute has not been resolved within 15 Business Days of their first meeting sixty ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (560) Business Days of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying the name and title of the Executive who will represent the Party. (ii) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Datedate of receipt of the Dispute Notice; any Party may by notice to the others, to meet. After withdraw from the initial meeting date, Mediation process and in such event the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations Dispute shall be confidential and shall not be used or referred deemed to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Date, or if the Party receiving the written request have failed to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy or claim according to the terms of the following Section 10.1(b). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in Section 10.1(c) belowMediation.

Negotiation. (ia) Except for disputes as specifically provided in Section 6.4, in the event of a controversy, dispute or claim arising with respect out of, in connection with, or in relation to a Termination Paymentthe interpretation, performance, nonperformance, validity, termination or breach of this Agreement or otherwise arising out of, or in any way related to this Agreement or the Parties will attempt in good faith to resolve transactions contemplated hereby, including any controversy claim based on contract, tort, statute or constitution (but excluding any controversy, dispute or claim arising out of or any Contract relating to this the use or lease of real property if any third party is a necessary party to such controversy, dispute or claim) (collectively, “Agreement by prompt negotiations between each Party’s Contract RepresentativeDisputes”), the general counsel or chief legal officer (as identified on appropriate) of the Cover Sheet hereof, relevant Parties (or such other person executive officer designated by the relevant Party) shall negotiate for a reasonable period of time to settle such Agreement Dispute; provided, that (i) such reasonable period shall not, unless otherwise agreed by the relevant Parties in writing as writing, exceed fifteen (15) days from the time of receipt by a representative Party of written notice of such Agreement Dispute (“Dispute Notice”) and (ii) the Party ("Manager")relevant employees from both Parties with knowledge and interest in the dispute shall first have tried to resolve the differences between the Parties. Either Manager may request a meeting (in person or telephonically) to initiate negotiations to be held within ten (10) Within 10 Business Days of receipt of the Dispute Notice, the receiving Party shall submit to the other Party a written response. The Dispute Notice and the response shall each include a statement of the Party’s receipt such requestposition, at a mutually agreed time and place. If the matter is not resolved within 15 Business Days of their first meeting ("Initial Negotiation End Date"), the Managers shall refer the matter to the designated senior officers of their respective companies, who shall have authority to settle the dispute ("Executive(s)"). Within five (5) Business Days general summary of the Initial Negotiation End Date ("Referral Date"), each Party shall provide one another written notice confirming the referral and identifying arguments supporting that position the name and title of the Executive executive who will represent the Party. (iiparty and any other person(s) Within 5 Business Days of the Referral Date the Executives shall establish a mutually acceptable location and date, which date shall not be greater than 30 calendar days from the Referral Date, to meetwho will attend settlement meetings. After the initial meeting date, the Executives shall meet, as often as they reasonably deem necessary to exchange the relevant information and to attempt to resolve the dispute. (iii) All communication and writing exchanged between the Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between the Parties. (iv) If the matter is not resolved within 45 calendar days of the Referral Dateaggregate amount in controversy, or if the Party receiving the written request to meet, pursuant to subpart (a) above, refuses or will not meet within 10 Business Days, either Party may initiate mediation of the controversy dispute or claim according to the terms (or any series of the following Section 10.1(brelated controversies, disputes or claims). (v) If a dispute exists with respect to the Termination Payment, and such dispute cannot be resolved by good faith negotiation of the Parties within 10 Business Days of the Non-Defaulting Party’s receipt of the detailed basis for the explanation of the dispute then either Party may refer the matter directly to Arbitration, as set forth in the Dispute Notice and the applicable response, is less than $100,000, the Parties agree that such controversy, dispute or claim shall not be submitted to Arbitration pursuant to Section 10.1(c9.2 and that the Party who shall have submitted the Dispute Notice shall have no further recourse under this ARTICLE IX. (b) belowIn the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 9.1, and if arbitration proceedings are initiated pursuant to Section 9.2 within 180 days following receipt of the Dispute Notice, (a) the relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the period beginning after the date of receipt of the Dispute Notice, and (b) any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall not be deemed to have passed until such Agreement Dispute has been resolved. Nothing said or disclosed, nor any document produced, in the course of any 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 arbitration, but shall be considered as to have been disclosed for settlement purposes.