Common use of Arbitration Procedures Clause in Contracts

Arbitration Procedures. Within 20 business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business days following This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the appointment Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this arbitration Provision shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the arbitrator, Member shall deliver to basis for the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratordecision. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of conducting the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysproceeding, the arbitrator shall give directions regarding not apply the further procedural steps Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment Location of Arbitration/Payment of Fees. Any arbitration hearing that you attend shall take place in the federal judicial district of your primary residence. At the conclusion of the arbitration (or any appeal thereof), the arbitrator (or panel) will decide who will ultimately be responsible for paying the filing, administrative and/or hearing fees in connection with the arbitration (or appeal). If and to the extent you incur filing, administrative and/or hearing fees in arbitration, including for any production of documentsappeal, exceeding the amount they would have been if the Claim had been brought in the state or federal court which is closest to your billing address and would have had jurisdiction over the Claim, we will reimburse you to that extent unless the arbitrator (or panel) determines that the fees were incurred without any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorsubstantial justification.

Arbitration Procedures. Within 20 business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce shall produce, in advance of the first hearing, any and all records, books, documents documents, and papers respect that they intend to show to witnesses or otherwise rely upon in the subject matter of the disputearbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business days following If, in the appointment sole judgment of the arbitratorContractor, Member the controversy, dispute or claim is principally between the Contractor and Subcontractor and does not involve the Owner, then such controversy, dispute or claim between the Contractor and Subcontractor shall deliver be determined as hereinafter provided: If any party has a claim, dispute, or any other unresolved matter written notice of the claim, dispute or other matter in question must be given to the Exchange other party as a precondition to proceeding with any claim against that party. Such written notice must be given within a reasonable time after party is aware of claim, dispute or other matter. 17.2.1 All claims, disputes and other matters in question between the Subcontractor and the arbitrator a statement (a “Complaint”) concisely setting forth Contractor arising out of or related to the facts Subcontract Agreement or the breach thereof, except as specifically governed by the foregoing provisions, and law upon except for claims which it relies have been waived by the making and acceptance of final payments, shall be decided by arbitration in accordance with the relief or remedy sought. Within 20 business days following receipt Construction Industry Arbitration Rules of the ComplaintAmerican Arbitration Association then obtaining at the sole option of the Contractor. If a demand for arbitration is filed by the Subcontractor, the Exchange shall deliver to Member and Contractor will advise the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer Subcontractor within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business thirty days after receipt of such a demand for arbitration if the Answer, Member may deliver Contractor exercises the option to arbitrate or rejects arbitration; such election once made shall be binding. The filing of a demand for arbitration by the Exchange Contractor shall be deemed an election to arbitrate and shall constitute the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery exercise of the Answer option of the Contractor to proceed with arbitration. The Contractor may join or consolidate arbitration with the Owner, Architect or any Subcontractor, or any other party having an interest in the proceeding. This agreement to arbitrate shall be specifically enforceable under applicable law in any court having jurisdiction thereof. The award rendered by the Exchange; arbitrator(s) shall be final and (ii) delivery judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Notwithstanding the foregoing, Contractor and Subcontractor shall mutually agree on whether any controversy, dispute or claim between the parties shall be submitted to arbitration. 17.2.2 The Subcontractor agrees to continue performance of any reply to the Answer by Member, subcontract Work and shall proceed in either case, Member or accordance with the Exchange may, upon notice to directives of the other party and the arbitrator, request the arbitrator to give directions and make any order which is, Contractor in the discretion event of a dispute or controversy. It being understood and agreed that any controversy between the arbitratorparties shall not be deemed a basis to delay or suspend the work, reasonable regarding any procedural matters which properly should be resolved before unless directed otherwise by the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorContractor.

Arbitration Procedures. The following procedures shall apply to the arbitration of any Dispute, except as the Parties may otherwise agree or as the Arbitration Tribunal otherwise directs: (a) Within 20 business days following of the appointment of the arbitratorArbitration Tribunal, Member the Claimant shall deliver to the Exchange Respondent and the arbitrator Arbitration Tribunal a written statement (a the “Complaint”) concisely concerning the Dispute setting forth forth, with particularity, the facts full names, descriptions and law upon which it relies addresses of the Parties, the nature of the Complaint, the allegations of fact supporting the Dispute submitted for arbitration and the relief or remedy sought. . (b) Within 20 business 30 days following receipt after the delivery of the Complaint, the Exchange Respondent shall deliver to Member the Claimant and the arbitrator Arbitration Tribunal a written response (an the “Answer”) to the Complaint concisely setting forth forth, with particularity, its position on the Dispute and the facts and law upon which it relies allegations of fact supporting the Decision. Answer. (c) If the Exchange Respondent fails to deliver an Answer within such 20-business day periodthe time limit referred to in Section 3(b), the Exchange shall Respondent shall, subject to Section 3(f), be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Memberthe Claimant’s entitlement to the relief and remedy set out in the Complaint. . (d) Within 10 business days after receipt the delivery of the any Answer, Member the Claimant may deliver to the Exchange Respondent and the arbitrator Arbitration Tribunal a written reply to the Answer concisely that Answer, setting forth forth, with particularity, its response, if any, to the Answer. Within 10 business days after . (e) If the later of: (i) Respondent wants to submit any other Dispute to the Arbitration Tribunal it may, within the time provided for the delivery of the Answer to the Complaint, also deliver to the Claimant and the Arbitration Tribunal a counter-complaint (the “Countercomplaint”) setting forth, with particularity, the nature of the Countercomplaint, the allegations of fact supporting the Countercomplaint and the relief or remedy sought, for the Arbitration Tribunal to decide. Within 20 days of the delivery of a Countercomplaint, the Claimant shall deliver to the Respondent making a Countercomplaint and the Arbitration Tribunal a written response to such Countercomplaint (the “Response to Countercomplaint”) setting forth, with particularity, its position on the Countercomplaint and the allegations of fact supporting the Response to Countercomplaint. If the Claimant fails to deliver a Response to Countercomplaint within such 20 day period, the Claimant shall be deemed, subject to Section 3(f), to have admitted the allegations of fact alleged in the Countercomplaint, and have accepted the Respondent’s entitlement to the relief and remedy set out in the Countercomplaint. Within 10 days after the delivery of a Response to Countercomplaint, the Respondent may deliver to the Claimant and the Arbitration Tribunal a written reply to such Response to Countercomplaint setting forth, with particularity, its response to such Response to Countercomplaint. Any Dispute submitted to arbitration in accordance with this Section 3(e) shall be governed by, and dealt with as if it were the subject of a Notice of Arbitration, that shall be determined by the Exchange; and same Arbitration Tribunal as part of the same arbitration proceeding as the Notice of Arbitration. (iif) The time limits set for the delivery of any reply the documents referred to in Sections 3(a) to 3(e) inclusive may be extended by agreement of the Parties or by the Arbitration Tribunal for such period, on such terms, and for such reasons as the Arbitration Tribunal may determine upon application made to the Answer Arbitration Tribunal in writing by Member, in either case, Member the Claimant or the Exchange Respondent on Notice to the other, with such application being made either before the expiry of the time limit in issue or within two days after such expiry, and the Arbitration Tribunal may relieve the applying Dispute Party of the consequences of its failure to comply with the time limit in issue, provided, however, that the other Dispute Party shall be given an opportunity to make submissions on the application. (g) Within 20 days following the completion of the steps set out in Sections 3(a) to 3(e) of this Schedule, a Dispute Party may, upon notice Notice to the other party Dispute Party and to the arbitratorArbitration Tribunal, request the arbitrator Arbitration Tribunal to give directions and make any order which is, in the discretion of the arbitratorArbitration Tribunal, reasonable regarding any procedural matters which properly should be resolved before the arbitrator arbitration proceeds further, including, without limitation, including the amendment of any pleadings, the provision of particulars, the production of documents and the need for examinations for discoverydiscovery in connection with the arbitration, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratorArbitration Tribunal (by way of agreed statement of facts, sworn evidence and transcripts of cross-examinations on such sworn evidence or viva voce, or some combination thereof). In making any order or giving any direction in respect of any procedural matter, matter the arbitrator Arbitration Tribunal may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. The Notice requesting any direction or order pursuant to this subsection shall state the direction or order sought and set out the reasons for seeking such direction or order. Nothing in this Section shall be taken to limit the jurisdiction of the Arbitration Tribunal to deal with procedural matters in accordance with the Act. (h) If neither the Exchange nor Member requests no Dispute Party has requested directions as provided above, within an additional 10 business daysin accordance with Section 3(g), the arbitrator Arbitration Tribunal shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery discovery, and the time and place nature of any hearing (“Hearing”). In making any order or giving any direction in respect of any procedural matter the Arbitration Tribunal may impose such terms as are reasonable in order to ensure the completion of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the disputearbitration in a timely manner. Each of Member and the Exchange Parties shall have an opportunity to make oral submissions to the arbitratorArbitration Tribunal in respect of such procedural steps. (i) Unless the time for making an award is extended by agreement of the Parties or by court order, the Arbitration Tribunal shall make an award within 60 days after completion of any Hearing or other final procedural step in which evidence or argument are provided to the Arbitration Tribunal. The award shall be in writing and shall state the reasons on which it is based. Executed copies of all awards shall be delivered by the Arbitration Tribunal to each Dispute Party as soon as is reasonably possible.

Arbitration Procedures. Within 20 business (a) If Dispute cannot be resolved utilizing the Section 14.1 procedures, the Dispute will, unless the Members otherwise agree, be submitted to and settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), now in effect, except to the extent modified herein. (b) Each Member will, within [***] days following of receipt of notice from AAA that a Member has referred the Dispute to arbitration, appoint one arbitrator and, within [***] days of the appointment of the last of such two arbitrators, the two arbitrators will appoint a third arbitrator. If either party or the two arbitrators fail to timely appoint an arbitrator, Member shall deliver to the Exchange and the said arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business will be appointed by AAA within [***] days following receipt of the Complaint, request to appoint. (c) The arbitrators will set a time for the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt hearing of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business Dispute which will commence no later than [***] days after the later of: (i) delivery date of the Answer appointment. The hearing will be no longer than [***] days (unless in the judgment of the arbitrators the matter is unusually complex and sophisticated and thereby requires a longer time, in which event the hearing will be no longer than [***] days. The place of any arbitration will be Minneapolis and the arbitration will be conducted in English, unless otherwise agreed by the Exchange; and parties in writing. (iid) delivery The final award of any reply the arbitrator(s) will be rendered in writing in English to the Answer parties not later than [***] days after the last hearing date, unless otherwise agreed by Memberthe parties in writing. The decision of the arbitrator will be final and binding on the parties. Arbitration awards will bear interest at [***] percent per annum from the date of the arbitration award or, if less, the maximum rate permitted by applicable Law. (e) In addition to any other rights to information provided for in either case, Member this LLC Agreement or the Exchange mayother Operative Agreements, upon notice to any party involved in a Dispute arbitration may request limited document production from the other party and or parties, with the arbitratorreasonable expenses of the producing party incurred in such production paid by the requesting party. Depositions, request interrogatories or other forms of discovery (other than the arbitrator to give directions and make any order which is, document production set forth above) will not occur except by consent of the parties involved in the discretion applicable Dispute. Disputes concerning the scope of document production and enforcement of the arbitratordocument production requests will be determined by written agreement of the parties involved in the applicable dispute or, reasonable regarding any procedural matters which properly should failing such agreement, will be resolved before referred to the arbitrator proceeds further, including, without limitationarbitrators for resolution. In addition to the parties’ confidentiality and restricted use obligations with respect to information contained in this LLC Agreement or other Operative Agreements, the amendment arbitrators will adopt procedures to protect the proprietary rights of any pleadingsthe parties and to maintain the confidential treatment of the arbitration proceedings (except as may be required by Law). Subject to the foregoing, the arbitrators will have the power to issue subpoenas to compel the production of documents relevant to the Dispute. (f) The arbitrators will have full power and authority to determine issues of arbitrability but will otherwise be limited to interpreting or construing the applicable provisions of this LLC Agreement or, and will have no authority or power to limit, expand, alter, amend, modify, revoke, terminate or suspend any condition or provision of this LLC Agreement; it being understood, however, that the arbitrators will have full authority to implement the provisions of this LLC Agreement, and to fashion appropriate remedies for breaches of this LLC Agreement (including specific performance or interim or permanent injunctive relief), provided that the arbitrators will not have (i) any authority in excess of the authority a court having jurisdiction over the parties and the need for examinations for discovery, either by way Dispute would have absent these arbitration provisions or (ii) any right or power to award punitive exemplary or treble damages. It is the intention of oral examination or written interrogatories, and the parties that in rendering a determination as decision the arbitrators give effect to the manner in which evidence shall be presented applicable provisions of this LLC Agreement and other Operative Agreements and follow applicable Law (it being understood and agreed that this sentence will not give rise to a right of judicial review of the arbitrator. In making any order or giving any direction ’s award). (g) Unless otherwise determined by the arbitrators, arbitration costs will be borne equally by each party involved in respect of any procedural the matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitrationexcept that each party will be responsible for its own attorney’s fees and other costs and expenses, including any production the costs of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorwitnesses selected by such party.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association (“AAA”) before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place (“the Panel”). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court of agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. A. Within 20 business fourteen (14) calendar days following from invoking arbitration, the appointment invoking party will request that the Federal Mediation and Conciliation Service furnish to both parties a list of seven impartial persons qualified to act as arbitrators. An informational copy of this request will be sent to the opposing party. Within 30 calendar days from receipt of the list, the parties will meet to mutually agree upon one arbitrator. If the parties cannot agree, Member each party will strike one name from the list and the remaining individual shall deliver be the duly appointed arbitrator. The invoking party will contact the selected arbitrator for a list of possible hearing dates and provide an informational copy to the Exchange opposing party. Upon receipt of possible hearing dates, the invoking party will contact the opposing party to coordinate a mutually agreeable hearing date. The invoking party will notify the selected arbitrator of the selected hearing date. The invoking party will act with due diligence to ensure that the arbitration hearing is conducted within a reasonable period of time. The arbitration hearing will normally be conducted not more than 180 calendar days from the date the arbitrator was selected. Should the invoking party require information or data pursuant to 5 USC 7114(b)(4), a data request will be submitted to the Labor Relations staff no later than 10 work days from the date the arbitrator is selected. If the requested information/data is found to be in compliance with 5 USC 7114(b)(4), the invoking party will be granted a three (3) workday extension from the date the information/data is received. This extension applies only to the first data request and not any subsequent data requests filed on the same issue. Should a data request in compliance with 5 USC 7114(b)(4) be submitted to the Labor Relations staff within ten (10) workdays from the date an arbitrator is selected, the 180 calendar day timeline to hold the arbitration hearing will not commence until three (3) workdays from the date the requested information/data is received by the Union Representative. The arbitrator’s decision shall be binding on the Parties, unless either party files exception to an award in accordance with regulations prescribed by the Federal Labor Relations Authority. B. If the Parties fail to agree on a joint submission of the issue for arbitration, each shall submit a separate submission and the arbitrator a statement (a “Complaint”) concisely setting forth shall determine the facts and law upon which it relies and the relief issue or remedy soughtissues to be heard. C. The Parties will use mediation if mutually agreed before grievance arbitration. Within 20 business days following receipt Costs of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responsemediation, if any, to are shared by the AnswerParties. Within 10 business days after This will require approval from the later of: (i) delivery CSC Director and the Union President. D The arbitration hearing will be held, if possible, on the Employer’s premises during the regular day shift hours of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, basic workweek. All bargaining unit Employees in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence hearing shall be presented in duty status during the number of hours they would normally be at work and in accordance with law and Government-wide rules and regulations. The Parties will mutually agree on a case-by-case basis to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order appropriate arrangements to ensure all Employees needed for the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery hearing are available and the able to participate on official time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorwithout unduly interfering with workload demands.

Arbitration Procedures. Within 20 business a) The party submitting the grievance or dispute to arbitration shall do so by notifying the other party in writing of this. b) By agreement of the parties, an arbitration board may comprise a sole arbitrator. Failing such agreement, the arbitration board will comprise a member nominated by the Employer, a member nominated by the Union, and a chairperson appointed by the parties' nominees. c) In the event that the parties agree on a sole arbitrator but cannot agree on the name of an arbitrator, either party may, within fifteen (15) days following of referral of a matter to arbitration, request the appointment Chairperson of the Labour Relations Board to make the appointment. d) In the case of a three-member arbitration board, where one party fails to appoint a nominee within fifteen (15) days of referral of a matter to arbitration, either party may request the Chairperson of the Labour Relations Board to make the appointment. e) Where both parties appoint nominees but the nominees cannot agree on the name of a chairperson within fifteen (15) days of the last nominee's appointment, either nominee may request the Chairperson of the Labour Relations Board to appoint a chairperson. f) The arbitrator may determine the arbitrator's own procedure in accordance with the Labour Relations Code and shall give full opportunity to both parties to present evidence and make representations. The arbitrator shall hear and determine the difference and shall make every effort to render a decision within thirty (30) days of the conclusion of the hearing. g) The decision of the arbitrator shall be final, binding and enforceable on both parties and on any Employee(s) affected by it. The arbitrator shall not make any award contrary to the conditions or Articles of this Agreement, or in amendment to this Agreement. h) Should the parties disagree as to the meaning of the arbitrator's decision, Member shall deliver either party may apply to the Exchange and arbitrator to clarify the decision, which the arbitrator a statement shall make every effort to do within seven (a “Complaint”7) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following of receipt of the Complaint, application. The party requesting the Exchange clarification shall deliver to Member and pay the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt full costs of the Answerclarification, Member may deliver unless the parties mutually agree to share the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (costs. i) delivery Each party will bear fifty percent (50%) of the Answer by the Exchange; cost of arbitration meeting facilities and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party arrangements and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents fees and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion expenses of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the sole arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the disputeor chairperson. Each party will be responsible for the full costs, fees and expenses of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratortheir nominee, advocate, witnesses, etc.

Arbitration Procedures. ‌ Within 20 business fourteen (14) calendar days following after the appointment matter has been submitted to arbitration, a representative of the Employer and the Labor Council shall meet to select an arbitrator from a list of mutually agreed to arbitrators. If the parties are unable to agree on an arbitrator within fourteen (14) calendar days after such meeting, the parties shall request Federal Mediation and Conciliation Service to submit a list of seven (7) by alternate strikes by the Employer representative and the Labor Council. The Employer and the Labor Council shall flip a coin to determine who strikes first. The person whose name remains on the list shall be the arbitrator, Member provided that either party before striking any names shall deliver have the right to reject one (1) panel of arbitrators. The Arbitrator shall be notified of their selection by a joint letter from the Employer and the Labor Council. Such letter shall request the Arbitrator to set a time and a place for the hearing subject to the Exchange availability of the Employer and the arbitrator Illinois Fraternal Order of Police Labor Council representative and shall be notified of the issue where mutually agreed by the parties. All hearings shall be held in the City of Oregon, Illinois unless otherwise agreed to. Both parties agree to make a good faith attempt to arrive at a joint statement (a “Complaint”) concisely setting forth the of facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver issues to Member and the arbitrator a response (an “Answer”) be submitted to the Complaint concisely setting forth its position and arbitrator. The Employers or Labor Council shall have the facts and law upon which it relies supporting the Decision. If the Exchange fails right to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in require the discretion presence of witnesses and/or documents. Each party shall bear the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment expense of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and its witnesses. Once a determination as to is made that the manner in which evidence shall matter is arbitral or if such preliminary determination cannot be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysreasonably made, the arbitrator shall give directions regarding then proceed to determine the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter merits of the dispute. Each The expenses and fees of Member arbitration shall be shared equally by the Employers and the Exchange Labor Council. Costs of arbitration shall include the arbitrator's fees, room cost and transcription costs. Nothing in this Article shall preclude the Employers and Labor Council from agreeing to use expedited arbitration procedures. The decision and award of the arbitrator shall be made within forty-five (45) calendar days following the hearing and shall be final and binding on the Employers, Labor Council and the employee or employees involved. The Employers and the Labor Council agree to abide by the uniform Arbitration Act. The arbitrator shall have an opportunity no power to make oral submissions amend, modify, nullify, ignore, add to or subtract from the arbitratorprovisions of this Agreement.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place (the "Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the Claim arose, or federal law, or both, as applicable to the Exchange Claim(s) asserted. The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency; shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following the appointment Representatives of the Employer and the Union shall meet and attempt to select a mutually agreed upon arbitrator. If the parties are unable to agree on an arbitrator within ten (10) working days after the meeting, Member the parties shall deliver request the Federal Mediation and Conciliation Service to submit a list of seven (7) arbitrators. The panel shall be a Regional Panel of Arbitrators belonging to the Exchange National Academy of Arbitrators (NAA). Either party may reject an entire panel of arbitrators, taking turns as to the first strike. The person whose name remains shall be the arbitrator. The arbitrator shall be notified of his/her selection by a joint letter from the Employer and the arbitrator Union requesting that he/she set a statement (time and place for the hearing, subject to the availability of the Employer and Union Representatives and shall be notified of the issue where mutually agreed by the parties. Both parties agree to attempt to arrive at a “Complaint”) concisely setting forth joint stipulation of the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver issues as outlined to Member and the arbitrator a response (an “Answer”) be submitted to the Complaint concisely setting forth its position arbitrator. The Employer and Union Representatives shall have the facts and law upon which it relies supporting the Decision. If the Exchange fails right to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in require the discretion presence of witnesses and/or documents. Each party shall bear the expense of its own witnesses who are not employees of the Employer. Questions of procedural arbitrability shall be decided by the arbitrator. The arbitrator shall make a preliminary determination on the question of arbitrability. Once a determination is made that the matter is arbitrable or if such preliminary determination cannot be reasonably made, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds furthershall then proceed to determine the merits of the dispute. The arbitrator shall neither amend, includingmodify, without limitationnullify, ignore, add to, or subtract from the provisions of this Agreement. The expenses and fees of the arbitrator and the cost of the hearing room shall be shared equally by the parties. Nothing in this Article shall preclude the parties from agreeing to the appointment of a permanent arbitrator(s) during the term of this Agreement. The decision and award of the arbitrator shall be final and binding on the Employer, the amendment of any pleadingsUnion Representatives, the production of documents and the need employee(s) involved. If either party desires a verbatim record of the proceeding, it may cause such a record to be made, providing it pays for examinations for discovery, either by way of oral examination or written interrogatories, the record and makes a determination as to the manner in which evidence shall be presented copy available without charge to the arbitrator. In making any order or giving any direction in respect of any procedural matterIf the other party desires a copy, it shall pay one-half (1/2) the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery transcription fee and the time and place cost of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorduplicating its copy.

Arbitration Procedures. Subject to Section 17.2, any controversy, dispute or claim between the Parties shall be submitted to final and binding arbitration upon demand by a Party by providing notice to the other Party. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “Arbitration Rules”) (if the AAA no longer exists, the Parties shall agree on a substitute arbitration Operator). The initiating Party shall file and serve its statement of claims concurrently with its delivery of an arbitration notice to the other Party. Within 20 business 30 days following after the appointment filing and service of the arbitratorstatement of claims, Member the Party against whom such claims have been asserted shall deliver file and serve an answering statement. If a reply to the Exchange and the arbitrator a answering statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaintis necessary, the Exchange other Party shall deliver to Member file and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer serve such reply within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answeranswering statement. Each Party shall submit any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same arbitration proceeding as the claim to which it relates and any such claim that is not so submitted shall be barred. The Parties shall use good faith efforts to attempt to agree on a panel of three arbitrators, Member may deliver who shall have at least 10 years experience in the hospitality industry and shall not have any actual or potential conflict of interest. If the Parties are unable to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business reach agreement within 30 days after the later of: (i) delivery filing and service of all the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any Parties’ respective pleadings, then the production of documents and AAA shall appoint the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to arbitrators in accordance with the manner in which evidence shall be presented to the arbitratorArbitration Rules. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion The hearing of the arbitration shall be conducted in a timely manner. If neither New York, New York and shall commence within six months after the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place initiation of the first hearingarbitration proceeding. Member The Parties acknowledge that the Arbitrator(s)’ subpoena power is not subject to geographic limitations. The award and decision of the Exchange Arbitrator(s) shall be present at each hearing conclusive and produce binding on all Parties, and not subject to appeal, and judgment upon the award may be entered in any and all records, books, documents and papers respect court of competent jurisdiction. Any right to contest the subject matter validity or enforceability of the dispute. Each of Member and award shall be governed exclusively by the Exchange shall have an opportunity to make oral submissions to the arbitratorFederal Arbitration Act or any successor law.

Arbitration Procedures. Within 20 business If the negotiations pursuant to paragraph (b) do not resolve the Arbitrable Dispute within thirty (30) days following the appointment of the arbitratorinitial written request, Member or such extended time period as the parties may agree in writing, the Arbitrable Dispute shall deliver be submitted to binding arbitration pursuant to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt Commercial Arbitration Rules of the ComplaintAmerican Arbitration Association (the "Rules"), except that the Exchange selection of the arbitrator(s) shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionbe as provided herein. If the Exchange fails Arbitrable Dispute relates to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matterfinancial matters, the arbitrator may impose such terms as are reasonable in order shall be a partner of a "Big Six" accounting firm (1) which has not performed services for any party to ensure this agreement or any affiliate of any party for a period of five years immediately preceding the completion of date the arbitration in a timely manner. If neither the Exchange nor Member requests directions dispute is submitted for negotiation, as provided above, within an additional 10 business daysand (2) the designated partner of which has substantial experience in financial matters related to real property, leases and construction. If the dispute does not involve financial matters, the arbitrator shall give directions regarding be a retired judge. If the further procedural steps in the arbitrationdispute involves both financial and legal matters, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange then there shall be present at each hearing and produce any and all records, books, documents and papers respect two arbitrators. The two arbitrators shall make only one decision. The party initiating the arbitration shall specify in writing the subject matter of the dispute. Each Within ten (10) business days, the other party shall respond in writing, naming three (3) arbitrators for each class of Member arbitrator required. The other party shall select the necessary arbitrator(s) from the names presented with ten (10) business days of the delivery of the names of the potential arbitrators. If no timely response is made setting forth the names of the potential arbitrators or the selection from among them, the party who has not failed to respond shall be entitled to select the arbitrator(s). The arbitration shall commence within ten (10) business days following such a selection. All fees, charges and expenses of the Exchange arbitrator(s) shall have an opportunity to make oral submissions to be shared equally by the parties. Discovery shall be controlled by the arbitrator. All discovery shall be limited to requests or demands to produce documents. No oral depositions of another party shall be permitted. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration shall be held in Santa Barbara, California. Each party may submit a written brief of not more than fifteen (15) pages (excluding copies of documents or financial records). The arbitrator(s) shall rule on the Arbitrable Dispute by issuing a written opinion within fifteen, (15) days after the close of hearing. The times specified in this Section may be extended upon mutual written agreement of the parties or by the arbitrator(s) upon a showing of good cause. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The decision of the arbitrator(s) shall not be subject to appeal; the parties hereto each waive any rights to appeal the decision of the arbitrator(s).

Arbitration Procedures. Within 20 business (1) Lessor and Lessee shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active over the 5- year period ending on the date of such appointment in the leasing of properties similar to the Premises in the surrounding area of the County in which the Premises are located. The determination of the arbitrators shall be limited solely to the issue of whether Lessor's or Lessee's submitted Fair Market Rent for the Premises is the closest to the actual Fair Market Rent for the Premises as determined by the arbitrators, taking into account the requirements of this subparagraph regarding the same. Each such arbitrator shall be appointed within 15 days following after the Outside Agreement Date. Lessor and Lessee may not consult with either such arbitrator prior to resolution. (2) The two arbitrators so appointed shall within 15 days of the date of the appointment of the last appointed arbitrator, Member meet and attempt to reach a decision as to whether the parties shall deliver to the Exchange use Lessor's or Lessee's submitted Fair Market Rent, and the arbitrator a statement (a “Complaint”) concisely setting forth the facts shall notify Lessor and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt Lessee of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responsetheir decision, if any. (3) If the two arbitrators are unable to reach a decision, to the Answer. Within 10 business two arbitrators shall, within 30 days after the later of: (i) delivery of the Answer by date of the Exchange; and (ii) delivery appointment of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the last appointed arbitrator, request agree upon and appoint a 3rd arbitrator who shall be a broker who shall be qualified under the arbitrator to give directions and make any order which is, in the discretion same criteria set forth hereinabove for qualification of the initial 2 arbitrators. (4) The 3 arbitrators shall, within 30 days of the appointment of the 3rd arbitrator, reasonable regarding any procedural matters which properly should be resolved before reach a decision as to whether the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination parties shall use Lessor's or written interrogatoriesLessee's submitted Fair Market Rent, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery notify Lessor and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorLessee thereof.

Arbitration Procedures. Within 20 business days following In the appointment event of the arbitratorany Material Disagreement, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, either Member may deliver a Notification to other Member specifying in reasonable detail, the basis for the Material Disagreement and requesting that such matter be submitted for arbitration. Such Material Disagreement shall be submitted to binding arbitration in New York, New York, administered by the American Arbitration Association (the “AAA”) in accordance with AAA’s commercial arbitration rules pursuant to the Exchange and the arbitrator a reply expedited procedures provisions thereof (to the Answer concisely setting extent not inconsistent with the procedures set forth its responsebelow). Any determination reached as a result of such arbitration shall be final and binding on the Members, if anyand shall be enforceable by any court having jurisdiction over the Member against whom enforcement is sought. The Members shall jointly request AAA to provide a list of approved arbitrators and each of Westfield and CBL shall select an arbitrator from the approved list provided by AAA, such selection to the Answer. Within 10 business days after the later of: (i) delivery of the Answer be made by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice notification to the other party given in writing within 10 days of the date such list is received from AAA (and the costs of such arbitrator shall be borne by the Member selecting the same except as otherwise provided). Failure of either Member to give Notification of its selection shall cause the single arbitrator selected by the other Member to be the sole arbitrator in connection with the applicable dispute hereunder. If each of Westfield and CBL designates an arbitrator, request then within 10 days after both arbitrators have been so designated, such arbitrators shall designate a 3rd arbitrator from an AAA approved list (such arbitrator, or the sole arbitrator pursuant to give directions the preceding sentence, the “Final Arbitrator”}. The Final Arbitrator shall be the sole arbitrator of the dispute and make any order which isthe decision of such Final Arbitrator hereunder shall be conclusive. Within 10 days of the designation of the Final Arbitrator, each Member shall submit to the Final Arbitrator a detailed proposal for a final determination of the Material Disagreement. Failure of Member to submit its proposal during such 10 day period shall result in the discretion binding approval of the arbitratorproposal submitted by the other Member. The Final Arbitrator shall conduct such discovery as he or she may deem appropriate. Within 30 days of the receipt of each of Member’s proposal for a final determination, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds furtherme Final Arbitrator shall make its final determination, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way determination of oral examination or written interrogatories, and a determination as to the manner Final Arbitrator made in which evidence accordance with the procedure provided above shall be presented to conclusively binding upon the arbitrator. In making any order or giving any direction in respect of any procedural matter, Members and shall have the arbitrator may impose such terms same force and effect as are reasonable in order to ensure the completion of the arbitration a judgment made in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production court of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcompetent jurisdiction.

Arbitration Procedures. Within 20 business days following The parties to this Sublease will initially attempt to agree upon the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the DecisionFair Market Rent. If the Exchange fails they have been unable to deliver an Answer within such 20-business day periodso agree, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member then either party may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer request by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon written notice to the other party ("Arbitration Request") that the matter be determined by binding arbitration by a sole MAI appraiser/arbitrator acceptable to both parties, or, failing that, an arbitration board consisting of three reputable MAI appraisers who are recognized experts regarding land and the leasing values in Western Massachusetts. Absent agreement as to a sole appraiser/arbitrator, request one arbitrator will be appointed by each party, and each such arbitrator will have no material financial or other business interest in common with the party selecting such arbitrator. If a party fails to appoint an arbitrator and notify the other party of such appointment within thirty (30) days after the Arbitration Request is made, then the arbitrator that was appointed by the other party within such 30-day period will be the sole arbitrator. If two arbitrators are properly appointed and such first two arbitrators are unable to give directions and make any order which is, in agree on a third arbitrator within thirty (30) days after the discretion appointment of the second arbitrator, reasonable regarding then such third arbitrator will be appointed by the presiding judge of the Berkshire County Superior Court, or by any procedural matters which properly should person to whom such presiding judge formally delegates the matter, or, if such methods of appointment fail, by JAMS Endispute of Boston, Massachusetts. If the arbitration is conducted by a sole arbitrator, such sole arbitrator will render his or her determination of the Fair Market Rate applicable during the period in question to the parties by the thirtieth (30th) day after the Arbitration Request was made. If the arbitration is conducted by three arbitrators, each arbitrator will submit his or her determination(s) of the Fair Market Rate applicable during the period in question in a sealed envelope by the thirtieth (30th) day following appointment of the last arbitrator, and any determinations not submitted by such time shall be resolved before the arbitrator proceeds further, including, without limitationdisregarded. In such cases, the amendment parties will meet on such thirtieth (30th) day (or if it is not a business day, on the first business day thereafter) at the ▇▇▇▇▇ Town ▇▇▇▇, or such other place as the parties may agree, and simultaneously deliver the determinations. If the determinations of any pleadingsat least two of the arbitrators are identical in amount, such amount will be deemed the decision of the arbitrators. If the determination of the three arbitrators are different in amount, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination decision as to the manner in which evidence shall Fair Market Rent will be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms independently determined as are reasonable in order to ensure the completion of the arbitration in a timely manner. follows: (i) If neither the Exchange highest nor Member requests directions lowest determination differs from the middle determination by more than fifteen (15%) percent of such middle determination, then the decision will be deemed to be the average of the three determinations; and (ii) If clause (i) does not apply, then the decision will be deemed to be the average of the middle determination and the determination closest in amount to such middle determination. The decision of the arbitrators, determined as provided aboveabove set forth, within an additional 10 business dayswill be final and non-appealable. The fees and expenses of the arbitrator or arbitrators will be shared equally by the parties. During the period of time that any arbitration is pending, the arbitrator shall give directions regarding parties will continue to comply with all terms and provisions of this Sublease that are not the further procedural steps in subject of the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or 8 9 agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business A. Consistent with this Agreement, the arbitrator shall determine the procedures used to conduct the arbitration. B. All parties shall be entitled to call and cross-examine witnesses and shall be entitled to a hearing before the arbitrator. C. The arbitration hearing will be conducted as an oral proceeding. Either party may file a brief and/or request a verbatim transcript at its expense. The parties agree to share the cost of the court reporter. However, if either party requests a transcript, that party shall bear the entire cost of such transcript. D. The arbitration hearing will be held on Agency premises located at the Bethesda, Maryland or another public facility during the regular work hours of the basic workweek at a location within the commuting area. All participants in the hearing shall be identified no later than two weeks prior to the date the hearing is scheduled. E. The parties recognize each other's right to dismiss any pending arbitration for failure to prosecute should the moving party fail to take reasonable steps to have a hearing held within 90 ninety days following of the appointment case being invoked. The same shall be done by execution of letter to the opposing party, identified arbitrator and/or the FMCS when no arbitrator has been selected. F. If the parties fail to agree on a joint submission of the issue for arbitration, each may submit a separate submission and the arbitrator shall determine the issue or issues to be heard. G. The arbitrator shall have the authority to resolve ambiguities and enforce the plain meaning of this Agreement. The arbitrator shall not add to, subtract from, alter, amend, or modify any provision of this Agreement. H. The Arbitrator's decision and award shall be final and binding. However, either party may file an exception to the Arbitrator's award in accordance with applicable law and regulations. I. The Arbitrator shall be requested by the parties to render a decision as quickly as possible, but in any event not later than 45 calendar days after the close of the record. Failure to render a decision shall result in forfeiture of fees for service by 30% for the first month the decision is overdue, and 10% each month thereafter said decision is overdue. If timely extensions are submitted by the arbitrator, the fee reduction will be waived. J. At least fourteen (14) calendar days prior to the scheduled hearing date, the parties will exchange proposed witness list(s) and documents. Only material and relevant witnesses shall be called. If any listed witness or document(s) is opposed by the other party, the arbitrator will be contacted at that time to resolve the issue. K. If either party wishes to postpone or cancel a hearing, that party shall pay the full costs associated with the postponement and/or cancellation, unless the parties agree otherwise. L. Unless otherwise provided by law, each party shall be responsible for payment of their respected travel-related expenses. M. The arbitrator's fee and the expenses of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer shall be borne by the Exchange; losing party, unless the parties mutually agree otherwise. However, if the parties settle the grievance prior to a final and (ii) delivery of any reply to the Answer by Memberbinding arbitration award going into effect, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents fees and papers respect costs will be equally shared unless the subject matter parties mutually agree otherwise. N. The Arbitrator shall have full authority to award attorney fees in accordance with provisions of the dispute. Each of Member Civil Service Reform Act and prevailing law. O. The Arbitrator shall hear arguments regarding both the arbitrability and the Exchange merits of the case at the same hearing. The arbitrability should be decided on prior to the hearing proceeding onto the merits of the case. However, the parties may mutually agree otherwise P. Either party is free to file motions to dismiss which will be granted candid review by the arbitrator and a decision rendered in advance of the actual arbitration hearing. The arbitrator shall have an not make a decision before the non-moving party has had the opportunity to make respond. The arbitrator may also use the briefs to narrow the scope of the oral submissions to hearing, if one is necessary. In the arbitratorevent a decision is reached dismissing the issue, thus resulting in cancelation or no further need of a hearing, the parties shall equally bear the cost thereof as identified in item (m) above.

Arbitration Procedures. If a party hereto claims a right or desires a particular interpretation or decision of the other party under this Agreement (“Special Right”) under this Agreement either party may submit such dispute to expedited arbitration by giving the other a demand therefor. The terms of the expedited arbitration shall be as follows: (i) The total time from date of demand for arbitration to final decision shall not exceed 15 days; (ii) Within 20 3 business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaintafter giving such demand for arbitration, the Exchange parties shall deliver try to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionselect one mutually acceptable arbitrator. If the Exchange fails parties are unable to deliver an Answer agree on a mutually acceptable arbitrator within such 20-3 business day period, then either party may request, within 2 business days thereafter, that the Exchange American Arbitration Association (AAA) select one arbitrator from the National Panel of Real Estate Industry Arbitrators without a submittal of lists and subject to challenge only for good cause shown. The arbitrator selected shall be deemed authorized solely to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and issue a determination as to the manner Special Rights. The arbitration hearing shall take place in which evidence the Columbia, South Carolina metropolitan area; (iii) All notices, consents, approvals, demands, or requests given by Landlord or Tenant under this Clause may be made by telephone, facsimile, or other electronic communication with a written copy sent by messenger or by overnight courier delivery service; (iv) The arbitrator shall be presented to instructed that the arbitratorparties intend that a decision be issued within 10 days after the initial demand for arbitration. In making any order or giving any direction in respect of any procedural matterThe time, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided abovedate, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange hearing (which shall be present as set forth above) shall be set by the arbitrator in his discretion, provided that there be at each hearing and produce any and all records, books, documents and papers respect least 10 days prior notice to the subject matter parties of the dispute. Each hearing; (v) There shall be no discovery or post-hearing briefs except by order of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator; (vi) The arbitrator shall issue his decision within 5 days after the close of the hearing; and (vii) Deviations from the above time limitations shall not affect the arbitrator’s authority to decide the case.

Arbitration Procedures. Within 20 business (1) Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active over the 5-year period ending on the date of such appointment in the leasing of properties similar to the Premises in the surrounding area of Los Angeles and Ventura Counties. The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted Fair Market Rent for the Premises is the closest to the actual Fair Market Rent for the Premises as determined by the arbitrators, taking into account the requirements of this subparagraph regarding the same. Each such arbitrator shall be appointed within 15 days following after the Outside Agreement Date. Landlord and Tenant may not consult with either such arbitrator prior to resolution. (2) The two arbitrators so appointed shall within 15 days of the date of the appointment of the last appointed arbitrator, Member meet and attempt to reach a decision as to whether the parties shall deliver to the Exchange use Landlord's or Tenant's submitted Fair Market Rent, and the arbitrator a statement (a “Complaint”) concisely setting forth the facts shall notify Landlord and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt Tenant of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responsetheir decision, if any. (3) If the two arbitrators are unable to reach a decision, to the Answer. Within 10 business two arbitrators shall, within 30 days after the later of: (i) delivery of the Answer by date of the Exchange; and (ii) delivery appointment of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the last appointed arbitrator, request agree upon and appoint a 3rd arbitrator who shall be a broker who shall be qualified under the arbitrator to give directions and make any order which is, in the discretion same criteria set forth hereinabove for qualification of the initial 2 arbitrators. (4) The 3 arbitrators shall, within 30 days of the appointment of the 3rd arbitrator, reasonable regarding any procedural matters which properly should be resolved before reach a decision as to whether the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination parties shall use Landlord's or written interrogatoriesTenant's submitted Fair Market Rent, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery notify Landlord and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorTenant thereof.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following The Company and Association agree that an arbitration board will be convened immediately to settle and determine those matters referred to it as matters not resolved by the parties in direct negotiation. The said arbitration board shall settle and determine the said matters referred to it during the operation of this Agreement. The arbitration board shall consist of a nominee of the Company and a nominee of the Association; such nominees shall elect within seven (7) Days of the appointment of the arbitratorsecond of them, Member a third person who shall deliver be Chairman. In the event the two nominees fail to agree upon a Chairman, the Exchange appointment of a Chairman shall be made forthwith by the Minister of Labour for the Government of Canada upon request of either nominee. The nominees of the Company and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall Association must be deemed to have admitted the allegations of fact alleged conveyed in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice writing to the other party within seven (7) Days of execution of this Agreement. The arbitration board by its decision may alter, amend, change or delete the matters referred to it for settlement and determination. The arbitration board shall issue an award in writing and the arbitrator, request decision is final and binding upon the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents Company and the need for examinations for discovery, either Association and upon an employee affected by way it. The decision of oral examination or written interrogatories, and a determination as to majority is the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion award of the arbitration board. It is agreed that the following matters are to be the only matters referred to the arbitration board and that those items listed below under clause shall be effective until altered, amended, changed or deleted by the decision of the arbitration board and those items listed under clause shall not be effective unless the arbitration board by its decision incorporates them into the Agreement whether in a timely mannertheir present form or in an altered, amended, or changed form. If neither Each party shall bear the Exchange nor Member requests directions as provided above, within an additional 10 business days, expenses of its respective nominee to the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery arbitration board and the time and place parties shall bear equally the expenses of the first hearingChairman. Member The parties are directed to list those requests etc. which have not been resolved and the Exchange shall be present at each hearing which have been proposed to not have a retroactive application. The parties are directed to list those requests etc. which have not been resolved and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall which have an opportunity been proposed to make oral submissions to the arbitratorhave a retroactive application.

Arbitration Procedures. Within 20 business days following All arbitration proceedings shall be held in Long Island, New York, unless otherwise agreed by the appointment parties. The expenses of each party, including legal and accounting expenses, shall be borne by the party incurring them, except that the parties shall pay equally all fees and expenses of the arbitrator, Member shall deliver arbitrators and any consultants or advisors providing services to the Exchange and arbitrators. Arbitration shall be initiated by either party making written demand on the arbitrator other for arbitration of a statement specifically stated issue or issues if the parties fail within any time limits provided in this Agreement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint30 calendar days, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”if no shorter limit is stated) to resolve the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaintmatter by mutual discussions. Within 10 business calendar days after either party has so notified the other of its demand for arbitration, the parties shall select arbitrators as provided in Section 12. Within (15) calendar days after the selection of the arbitrators, the parties will consult for the purpose of attempting to define and limit the issues to be decided by the arbitrators; will exchange all documents to be offered in the arbitration proceeding; and will provide each other with the names of witnesses each proposes to present at any arbitration hearing together with a statement summarizing the testimony such witness is anticipated to offer. Evidence in the arbitration will be limited to (a) an initial position statement from each party; (b) a reply by each party to the other's initial position statement; (c) documents and statements of witnesses identified during such 15 day period as provided above; and (d) if a hearing is held, opening and closing oral presentations by the parties or their representatives and responses to direct questions from the arbitrators. A party's initial position statement must be submitted to the arbitrators and the other party within 30 calendar days after the selection of the arbitrators. The reply by a party to the other party's initial position statement must be submitted to the arbitrators and the other party within 20 calendar days after receipt of such other party's initial position statement. The arbitrators shall have the Answerdiscretion to determine whether or not a hearing upon the matters in dispute is desirable or whether to make the arbitration decisions based on the submitted statements and documents. In any event, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business arbitrations will render decisions on all issues in dispute within 30 calendar days after the later of: earlier of (i) delivery the last submittal by both parties of the Answer by the Exchange; their replies and (ii) delivery of any reply to the Answer by Memberaccompanying documents, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, or (ii) the last day upon which a party may submit its statements, reply, and accompanying documents within an additional 10 business daysthe times stated above. The arbitrators shall be authorized only to determine which positions presented to them is more correct or supported by the facts and applicable laws, and shall not be authorized to determine a different result than presented by one party or the arbitrator other. For purposes of such deadlines, a period of time shall give directions regarding be counted beginning on the further procedural steps in day following the arbitration, including any production of documents, any examinations for discovery and occurrence or instance establishing the time and place beginning of the first hearing. Member and period (such as the Exchange receipt of a party's initial position statement) and, if a period shall end on a Sunday or postal holiday, it shall be present at each hearing extended to the next regular business day. No interrogatories, depositions or other discovery, and produce any and all records, books, documents and papers respect the subject matter no extensions of the dispute. Each above timetables, shall be permitted except by mutual consent of Member and the Exchange shall have an opportunity to make oral submissions to parties or as approved by the arbitratorarbitrators for good cause shown.

Arbitration Procedures. (a) The following procedures shall apply to the arbitration of any Dispute, except as the parties may otherwise agree or as the Arbitrator otherwise directs: (b) Within 20 business days following of the appointment of the arbitratorArbitrator, Member the Claimant shall deliver to the Exchange Respondent and the arbitrator Arbitrator a written statement (a the “Complaint”) concisely concerning the Dispute setting forth forth, with particularity, the facts full names, descriptions and law upon which it relies addresses of the parties, the nature of the Complaint, the allegations of fact supporting the Dispute submitted for arbitration and the relief or remedy sought. . (c) Within 20 business 30 days following receipt after the delivery of the Complaint, the Exchange Respondent shall deliver to Member the Claimant and the arbitrator Arbitrator a written response (an the “Answer”) to the Complaint concisely setting forth forth, with particularity, its position on the Dispute and the facts and law upon which it relies allegations of fact supporting the Decision. Answer. (d) If the Exchange Respondent fails to deliver an Answer within such 20-business day periodthe time limit referred to in Section 3(b), the Exchange shall Respondent shall, subject to Section 3(f), be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Memberthe Claimant’s entitlement to the relief and remedy set out in the Complaint. . (e) Within 10 business days after receipt the delivery of the any Answer, Member the Claimant may deliver to the Exchange Respondent and the arbitrator Arbitrator a written reply to the Answer concisely that Answer, setting forth forth, with particularity, its response, if any, to the Answer. Within 10 business days after . (f) If the later of: (i) Respondent wants to submit any other Dispute to the Arbitrator it may, within the time provided for the delivery of the Answer to the Complaint, also deliver to the Claimant and the Arbitrator a counter-complaint (the “Countercomplaint”) setting forth, with particularity, the nature of the Countercomplaint, the allegations of fact supporting the Countercomplaint and the relief or remedy sought, for the Arbitrator to decide. Within 20 days of the delivery of a Countercomplaint, the Claimant shall deliver to the Respondent making a Countercomplaint and the Arbitrator a written response to such Countercomplaint (the “Response to Countercomplaint”) setting forth, with particularity, its position on the Countercomplaint and the allegations of fact supporting the Response to Countercomplaint. If the Claimant fails to deliver a Response to Countercomplaint within such 20 day period, the Claimant will be deemed, subject to Section 3(f), to have admitted the allegations of fact alleged in the Countercomplaint, and have accepted the Respondent’s entitlement to the relief and remedy set out in the Countercomplaint. Within 10 days after the delivery of a Response to Countercomplaint, the Respondent may deliver to the Claimant and the Arbitrator a written reply to such Response to Countercomplaint setting forth, with particularity, its response to such Response to Countercomplaint. Any Dispute submitted to arbitration in accordance with this Section 3(e) shall be governed by, and dealt with as if it were the subject of a Notice of Arbitration, that shall be determined by the Exchange; and same Arbitrator as part of the same arbitration proceeding as the Notice of Arbitration. (iig) The time limits set for the delivery of any reply the documents referred to in Sections 3(a) to (e) inclusive of this Schedule may be extended by agreement of the parties or by the Arbitrator for such period, on such terms, and for such reasons as the Arbitrator may determine upon application made to the Answer Arbitrator in writing by Member, in either case, Member the Claimant or the Exchange Respondent on Notice to the other, with such application being made either before the expiry of the time limit in issue or within two days after such expiry, and the Arbitrator may relieve the applying party of the consequences of its failure to comply with the time limit in issue, provided, however, that the other party shall be given an opportunity to make submissions on the application. (h) Within 20 days following the completion of the steps set out in Sections 3(a) to (e) of this Schedule, a party may, upon notice Notice to the other party and to the arbitratorArbitrator, request the arbitrator Arbitrator to give directions and make any order which is, in the discretion of the arbitratorArbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator arbitration proceeds further, including, without limitation, including the amendment of any pleadings, the provision of particulars, the production of documents and the need for examinations for discoverydiscovery in connection with the arbitration, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratorArbitrator (by way of agreed statement of facts, sworn evidence and transcripts of cross-examinations on such sworn evidence or viva voce, or some combination thereof). In making any order or giving any direction in respect of any procedural matter, matter the arbitrator Arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. The Notice requesting any direction or order pursuant to this subsection shall state the direction or order sought and set out the reasons for seeking such direction or order. Nothing in this Section shall be taken to limit the jurisdiction of the Arbitrator to deal with procedural matters in accordance with the Act. (i) If neither the Exchange nor Member requests no party has requested directions as provided above, within an additional 10 business daysin accordance with Section 3(g), the arbitrator Arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery discovery, and the time and place nature of any hearing (“Hearing”). In making any order or giving any direction in respect of any procedural matter the Arbitrator may impose such terms as are reasonable in order to ensure the completion of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the disputearbitration in a timely manner. Each of Member and the Exchange parties shall have an opportunity to make oral submissions to the arbitratorArbitrator in respect of such procedural steps. (j) Unless the time for making an award is extended by agreement of the parties or by court order, the Arbitrator shall make an award within 60 days after completion of any Hearing or other final procedural step in which evidence or argument are provided to the Arbitrator. The award shall be in writing and shall state the reasons on which it is based. Executed copies of all awards shall be delivered by the Arbitrator to each party as soon as is reasonably possible.

Arbitration Procedures. Within 20 business (a) If the Parties (the "Arbitrating Parties") that are required to agree on an arbitrable dispute cannot reach an agreement within thirty (30) days after notice of an arbitrable dispute is given by any Arbitrating Party to the other Party or 247 Parties, then any Arbitrating Party may at any time after the end of said thirty (30) day period refer the dispute to arbitration by notifying any other Arbitrating Party thereof, and the Arbitrating Parties agree to cooperate in obtaining such arbitration. (b) Each Arbitrating Party shall within twenty (20) days of its receipt of such notification designate one Person, as hereinafter provided, to represent it as an arbitrator. The arbitrators so appointed by the Arbitrating Parties shall together designate one or two additional Persons as arbitrators to the end that the total number of arbitrators shall be an odd number. The appointment of all additional arbitrators under this Section shall be in writing and shall be submitted to the Arbitrating Parties within ten (10) days following the appointment selection of the arbitrator, Member shall deliver to last arbitrator selected by the Exchange and the Arbitrating Parties. Any Person designated as an arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged knowledgeable and experienced in the Complaint matters sought to be arbitrated, and have accepted Member’s entitlement to the relief and remedy set out shall in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: all events (i) delivery not be affiliated with any Owner (or any Affiliate of the Answer by the Exchange; any Owner) or any Mortgagee (or any affiliate of any Mortgagee) and (ii) delivery have at least ten (10) years of any reply relevant experience and expertise with respect to large commercial real estate projects in Las Vegas, Nevada and/or ▇▇▇▇▇ County, Nevada. If the Answer by Member, in either case, Member or the Exchange may, upon notice dispute to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matterarbitrated deals with construction, the arbitrator may impose such terms so appointed shall be experienced and knowledgeable in the construction industry as are reasonable in order it relates to ensure the completion nature of the structure to which such arbitration applies. Similarly, any arbitrator appointed in an architectural dispute shall be qualified as respects architecture as it relates to the nature of the structure to which such arbitration applies. (c) The arbitrators shall meet or otherwise confer as deemed necessary by the arbitrators to resolve the dispute and a decision of a majority of the arbitrators will be binding upon the Arbitrating Parties. The decision of the arbitrators shall be in writing and shall be made as promptly as possible after the designation of the last additional arbitrator, but in no event later than thirty (30) days from the date of the designation of the last additional arbitrator. A copy of the decision of the arbitrators shall be signed by at least a majority of the arbitrators and given to each Arbitrating Party and its Mortgagee in the manner provided in Section 15 of Article XIV of this Agreement for the giving of notice. (d) For each arbitrable dispute the cost and expense of the arbitrators and arbitration proceeding (except for an Arbitrating Party's attorney's fees) shall be paid and shared by the Arbitrating Parties, unless the arbitrators assess such cost and expense unequally between the Arbitrating Parties. (e) The decision of the arbitrators (i) may be entered as a judgment in a timely court of competent jurisdiction and (ii) shall in no event modify, amend or supplement this Agreement in any manner. If neither All arbitration conducted under this Article XV shall be in accordance with the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place rules of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all recordsAmerican Arbitration Association, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.extent such rules do not conflict with the procedures herein set forth. To the extent permitted by law, compliance with this Article XV is a condition precedent to the commencement by any Party of a judicial proceeding arising out of a dispute which is subject to arbitration hereunder. The holder of a Mortgage may participate in any arbitration proceedings in conjunction with the Party upon whose Lot it has a Mortgage. [signature page follows]

Arbitration Procedures. Within 20 business days following i. The Arbitrator shall have the appointment authority to make determinations regarding arbitrability of the arbitratorDispute. If arbitrability is contested, Member the Parties will discuss bifurcation of the hearing with the Arbitrator. ii. After a demand for arbitration has been made, if the Parties cannot mutually agree on an arbitrator to use, within fourteen (14) calendar days from that date, the requesting party shall deliver submit a request to the Exchange Federal Mediation and Conciliation Service (FMCS) or the American Arbitration Association (AAA) for a list of seven (7) names of impartial arbitrators. If the Parties cannot agree on the service for requesting a panel, the Parties shall request a panel of seven (7) names from the Labor Relations Administrator. The City and the arbitrator a statement Union shall, within fourteen (a “Complaint”14) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business calendar days following receipt of the Complaintlist of Arbitrators, alternately strike names from the Exchange list until only one name remains. The remaining arbitrator shall deliver act as the sole and impartial arbitrator who shall hear and decide the issue. A flip of the coin shall decide who strikes first. iii. The arbitrator shall not have authority to Member and amend, alter, modify, add to, or subtract from any provision of this Agreement or rights provided by the CBO. The arbitrator shall issue a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionwritten decision finding whether or not there has been a violation of this Agreement. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysviolation is found, the arbitrator shall give directions regarding specify the further procedural steps remedy in accordance with the arbitrationterms of this Agreement. No award shall provide or require the payment of mental distress damages, including pain and suffering, or any production form of documentspunitive damages. The Parties acknowledge that employees filing a Dispute are under an affirmative obligation to attempt to mitigate their damages during the pendency of the Dispute. iv. The arbitrator's decision shall be binding on the Parties, any examinations except that the decision may be appealed in accordance with applicable laws. v. If either party desires a verbatim record of the proceedings, it may cause such a record to be made by a qualified court reporter. The cost of the verbatim record for discovery proceedings shall be borne by the party causing the record to be made, or, if requested by both Parties, shall by split equally. The remaining costs of the arbitration shall be divided equally between the City and the time and place of Union, except that the first hearing. Member and costs incurred in presenting or defending the Exchange Dispute to the arbitrator shall be present at each hearing and produce any and all records, books, documents and papers respect borne by the subject matter of side incurring the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorexpense.

Arbitration Procedures. The following procedures shall apply to the arbitration of any Dispute, except as the Parties may otherwise agree or as the Arbitrator otherwise directs: (a) Within 20 business 10 days following of the appointment of the arbitratorArbitrator, Member the Applicant shall deliver to the Exchange Respondent and the arbitrator Arbitrator a written statement (a “Complaint”the "Claim") concisely concerning the Dispute setting forth forth, with particularity, the facts full names, descriptions and law upon which it relies addresses of the Parties, the nature of the Claim, the allegations of fact supporting the Dispute submitted for arbitration and the relief or remedy sought. . (b) Within 20 business days following receipt after the delivery of the ComplaintClaim, the Exchange Respondent shall deliver to Member the Applicant and the arbitrator Arbitrator a written response (an “the "Answer”") to the Complaint concisely Claim setting forth forth, with particularity, its position on the Dispute and the facts and law upon which it relies allegations of fact supporting the Decision. Answer. (c) If the Exchange any Respondent fails to deliver an Answer within such 20-business day periodthe time limit referred to in subsection 3(b) of this Schedule, the Exchange shall that Respondent shall, subject to subsection 3(f), be deemed to have admitted the allegations of fact alleged in the Complaint Claim and have accepted Member’s the Applicant's entitlement to the relief and remedy set out in the Complaint. Claim. (d) Within 10 business 7 days after receipt the delivery of the any Answer, Member the Applicant may deliver to the Exchange Respondent and the arbitrator Arbitrator a written reply (the "Reply") to the Answer concisely that Answer, setting forth forth, with particularity, its response, if any, to the Answer. Within 10 business days after . (e) If the later of: (i) Respondent wants to submit any other Dispute to the Arbitrator it may, within the time provided for the delivery of the Answer to the Claim, also deliver to the Applicant and the Arbitrator a counter-complaint (the "Counter-Complaint") setting forth, with particularity, the nature of the Counter-Complaint, the allegations of fact supporting the Counter-Complaint and the relief or remedy sought, for the Arbitrator to decide. Within 15 days of the delivery of a Counter-Complaint, the Applicant shall deliver to the Respondent making a Counter-Complaint and the Arbitrator an Answer to such Counter-Complaint setting forth, with particularity, its position on the Counter-Complaint and the allegations of fact supporting the Counter-Complaint. If the Applicant fails to deliver an Answer to the Counter-Complaint within such 15-day period, the Applicant will be deemed, subject to subsection (f) to have admitted the allegations of fact alleged in the Counter-Complaint, and have accepted the Respondent's entitlement to the relief and remedy set out in the Counter-Complaint. Within 7 days after the delivery of an Answer to the Counter-Complaint, the Respondent may deliver to the Applicant and the Arbitrator a Reply to such Answer setting forth, with particularity, its response to such Answer. Any Dispute submitted to arbitration in accordance with this subsection 3(e) shall be governed by, and dealt with as if it were the subject of a Complaint, that shall be determined by the Exchange; and same Arbitrator as part of the same arbitration proceeding as the Complaint. (iif) The time limits set for the delivery of any reply the documents referred to in subsections 3(a) to (e) inclusive may be extended by agreement of the Parties to the Answer Agreement or by Memberthe Arbitrator for such period, on such terms, and for such reasons as he or she in his or her discretion may determine upon application made to the Arbitrator in writing by either case, Member the Applicant or the Exchange Respondent on notice to the other, either before the expiry of the time limit in issue or within 2 days thereafter, and the Arbitrator may relieve the applying Party of the consequences of its failure to comply with the time limit in issue, provided, however, that the other Party shall be given an opportunity to make submissions on the application. (g) Within 7 days following the completion of the steps set out in subsections 3(a) to (e) of this Schedule, a Party may, upon written notice to the other party Party and to the arbitratorArbitrator, request the arbitrator Arbitrator to give directions and make any order which is, in the discretion of the arbitratorArbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator arbitration proceeds further, including, without limitation, : the amendment of any pleadingsClaim, Counter-Complaint, Answer or Reply; the provision of particulars; the production of documents and the need for examinations for discoverydiscoveries in connection with the arbitration, either by way of oral examination or written interrogatories, interrogatories and a determination as to the manner in which evidence shall be presented to the arbitratorArbitrator (by way of agreed statement of facts, affidavit evidence and transcripts of cross-examinations on such affidavit evidence or viva voce, or some combination thereof). In making any order or giving any direction in respect of any procedural matter, matter the arbitrator Arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither The notice requesting any direction or order pursuant to this subsection shall state the Exchange nor Member requests direction or order sought and set out the reasons for seeking such direction or order. Nothing in this subsection shall be taken to limit the jurisdiction of the Arbitrator to deal with procedural matters in accordance with the Arbitration Act. (h) Within 14 days of the delivery of the last of the statements described in Section 3 (each a "Statement") to the Arbitrator, or the expiry of the time for delivery of the last of such Statements, each Party may, at its option, make a reply to any Statement (a "Reply Statement"). (i) In the case where no Party has requested directions as provided above, within an additional 10 business daysin accordance with paragraph 3(g), the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange Parties shall have an opportunity to make oral submissions to the arbitratorArbitrator following the delivery of the Statements provided for in paragraph 3(h). Such oral submissions shall be made at a hearing ("Hearing") to be scheduled for a date within 30 days of the delivery of the Reply Statements provided for in subparagraph 3(h). (j) Unless the time for making an award is extended by agreement of the Parties or by court order, the Arbitrator shall make an award within 60 days after completion of any Hearing. The award shall be in writing and shall state the reasons on which it is based. Executed copies of all awards shall be delivered by the Arbitrator to each Party as soon as is reasonably possible.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The 8 Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed 8 to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted. The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business SECTION 1: The parties hereto shall choose an arbitrator by mutual agreement within thirty calendar days following from the appointment date of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following Employer's receipt of the Complaint, the Exchange shall deliver Union's written appeal to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisionarbitration. If the Exchange fails parties are unable to deliver an Answer within agree, then the Union may file a request with the Federal Mediation and Conciliation Service (FMCS) to nominate seven (7) persons from the FMCS National List of Arbitrators who are qualified and willing to act as arbitrators. The Union and the Employer, provided such 20-business day periodnominated persons are acceptable, shall eliminate six (6) of the persons so nominated by each alternately, eliminating one, the Exchange remaining nominee shall be deemed considered to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt been selected by agreement of the Answer, Member may deliver to parties and shall become sole arbitrator. Notwithstanding the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseforegoing, if anyeither party finds the panel of seven (7) persons unsatisfactory, such party may request a new panel of seven (7) persons. The process shall not be repeated more SECTION 2: The arbitration, when filed with the FMCS, shall be handled in accordance 21 | Page with the "Voluntary Rules of Labor Arbitration." SECTION 3: The arbitrator's authority shall be limited to the Answer. Within 10 business days after the later of: (i) delivery finding a direct violation of the Answer by CBA, with the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion express purpose of the arbitratorcontract provision or provisions in question other than an implied or indirect purpose. The arbitrator cannot modify, reasonable regarding any procedural matters which properly should be resolved before amend, add to, detract from or alter the arbitrator proceeds further, including, without limitation, the amendment provisions of any pleadings, the production this contract nor substitute his judgment for that of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitratormanagement. In making any order the event that an arbitrator shall determine that an Employee has violated a Company rule, regulation or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business dayspolicy for which said Employee was discharged, the arbitrator shall give directions regarding not have the further procedural steps right to reduce, modify, or in any way alter the penalty assessed by the Company. In matters other than discharge, the arbitrator is afforded greater discretion in determining whether the contract terms have been followed. SECTION 4: The arbitrator shall have no power to alter and/or change wage rates, and/or wage scales. SECTION 5: The decision of the arbitrator shall be issued in writing as promptly as possible. The arbitrator's decision shall be final and binding upon the Employer, the Union and the Grievant. SECTION 6: It is the specific intention of the parties that the grievance and arbitration procedures set forth herein are the exclusive mechanism for the resolution of grievances, disputes, disagreements or claims made under or related to this agreement. Likewise, all statutory claims, issues, demands or disputes arising under any state or federal law including, but not limited to Title 7 of the 1964 Human Rights Act, must be arbitrated under the provisions set forth herein as the sole remedy. SECTION 7: All awards of back wages shall be limited to the amount the Employee would have otherwise earned from his/her straight time employment with the Employer. SECTION 8: Unless the parties agree in writing, the arbitrator shall hear only one (1) grievance at a time. SECTION 9: Compensation of the arbitrator and his/her expenses, incidental to the arbitration shall be shared equally by both parties. Each party shall bear the expenses they incur in the arbitration, including any production preparation and presentation of documents, any examinations for discovery and their case. Any costs associated with the time and place location of the first hearing. Member and the Exchange arbitration shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorshared equally as well.

Arbitration Procedures. Within 20 business days following the appointment of the arbitratorWhenever a Party decides to institute arbitration proceedings, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon will give written notice to the other party and Party. A single arbitrator mutually chosen by the arbitrator, request Parties will conduct the arbitration. If the Parties cannot agree upon a single arbitrator to give directions and make any order which is, in within fifteen (15) days after the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion institution of the arbitration proceeding, then the arbitration will be conducted by a panel of three arbitrators appointed in a timely manneraccordance with applicable AAA rules; provided, however, that each Party will within thirty (30) days after the institution of the arbitration proceedings appoint one arbitrator, with the third arbitrator being chosen by the other two arbitrators. If neither only one Party appoints an arbitrator, then such arbitrator will be entitled to act as the Exchange nor Member requests directions as provided abovesole arbitrator to resolve the controversy. All arbitrator(s) eligible to conduct the arbitration must agree to render their opinion(s) within thirty (30) days of the final arbitration hearing. The arbitrator(s) will have the authority to grant injunctive relief and specific performance, within and to allocate between the Parties the costs of arbitration in an additional 10 business daysequitable manner; provided, however, that each Party will bear its own costs, attorneys fees and witness fees. Notwithstanding the arbitrator shall give directions regarding terms of this Section, a Party will also have the further procedural steps right to obtain, prior to the arbitrator(s) rendering the arbitration decision, provisional remedies, including injunctive relief or specific performance, from a court having jurisdiction thereof. The arbitrator(s) will, upon the request of either Party, issue a written opinion of the findings of fact and conclusions of law and will deliver a copy to each of the Parties. Decisions of the arbitrator(s) will be final and binding on the Parties. Judgment upon the award rendered may be entered in the highest court or forum, state or federal, having jurisdiction; provided, however, that the provisions of this Section will not apply to decisions on the validity of patent claims or to any dispute or controversy as to which any treaty or law prohibits such arbitration. In no event will a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on such claim, including any production dispute or other matter in question would be barred by the applicable statute of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorlimitations.

Arbitration Procedures. Within 20 business The Company and Association agree that an Arbitration Board will be convened immediately to settle and determine those matters referred to it as matters not resolved by the parties in direct negotiation. The said Arbitration Board shall settle and determine the said matters referred to it during the operation of this Collective Agreement. The Arbitration Board shall consist of a nominee of the Company and a nominee of the Association; such nominees shall elect within seven (7) days following of the appointment of the arbitratorsecond of them, Member a third person who shall deliver be Chairman. In the event the two nominees fail to agree upon a Chairman, the Exchange appointment of a Chairman shall be made forthwith by the Chief Justice of the Federal Court of Canada, Trial Division, upon request of either nominee. The nominees of the Company and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall Association must be deemed to have admitted the allegations of fact alleged conveyed in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice writing to the other party within seven (7) days of execution of this Agreement. The Board by its decision may alter, amend, change or delete the matters referred to it for settlement and determination. The Arbitration Board shall issue an award in writing and the arbitrator, request decision is final and binding upon the arbitrator to give directions Company and make any order which is, in the discretion Association and upon an employee affected by it. The decision of a majority is the award of the arbitratorBoard. It is agreed that the following matters are to be the only matters referred to the Arbitration Board and that those items listed below under Section shall be effective until altered, reasonable regarding any procedural matters which properly should amended, changed or deleted by the decision of the Board and those items listed under Section shall not be resolved before effective unless the arbitrator proceeds furtherBoard by its decision incorporates them into the Collective Agreement whether in their present form or in an altered, includingamended, without limitation, or changed form. Each party shall bear the amendment expenses of any pleadings, its respective nominee to the production of documents Board and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to two parties shall bear equally the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion expenses of the arbitration in Chairman. The parties are directed to those requests etc. which have not been resolved and which have been proposed to not have a timely mannerretroactive application. If neither the Exchange nor Member The parties are directed to list those requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery etc. which have not been resolved and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall which have an opportunity been proposed to make oral submissions to the arbitratorhave a retroactive application.

Arbitration Procedures. Within 20 business Any dispute concerning the interpretation application, administration, or alleged violation of this Agreement shall be considered a grievance and shall be handle in the following manner: Step One The employee, with or without a shop ▇▇▇▇▇▇▇, shall within seven (7) working days following the appointment of notice of the arbitratoraction causing the grievance, Member submit his complaint to his ▇▇▇▇▇▇▇. The ▇▇▇▇▇▇▇ shall deliver to the Exchange and the arbitrator a statement give his reply in writing not later than five (a “Complaint”5) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business working days following receipt of the Complaintgrievance. The grievance must be presented in writing by the employee, the Exchange shall deliver to Member be signed by him, and the arbitrator a response (an “Answer”) must contain: A summary of circumstances giving rise to the Complaint concisely setting forth its position and grievance; The of the facts and law upon which it relies supporting Agreement considered violated; The particulars of the Decisionremedies sought. The employee may, by written notice to the Employer, withdraw his grievance at any stage of the grievance procedure. If the Exchange grievance is not satisfactorily resolved at Step One, Step Two of the grievance procedure may be initiated by notice in writing to the Plant Manager within three ( 3 ) working days after the ▇▇▇▇▇▇▇'▇ reply at Step One. Step Two The aggrieved employee and the shop ▇▇▇▇▇▇▇ and/or Union representative shall meet with the Plant Manager within five ( 5 ) working days of the grievance meeting. If the grievance is not satisfactorily resolved at Step Two, the grievance may be referred to arbitration by notice in writing to the Plant Manager within five (5) working days after the Plant Manager's reply at Step Two. Written notice of a referral of a grievance to arbitration shall include the name, address and business phone number of the referring parties' appointed member of the arbitration board. The recipient of the notice shall, within seven (7) calendar days, advise the other party of the name, address and business phone number of its appointed member of the arbitration board. The two appointees shall, within seven (7) calendar days of the appointment, appoint a third person who shall be chairman. If the recipient of the notice fails to deliver appoint a member to the arbitration board or if the appointees fail to agree upon chairman within the time limit (or such longer period of time as may be mutually agreed) then the Minister of Labour may be requested by either party to appoint a qualified person to act as Chairman. In the event the parties alternatively agree in writing to the use of a single arbitrator in lieu of an Answer within such 20-business day periodarbitration board, the Exchange written notice of a referral of a grievance to arbitration, given as required by the above grievance procedure shall include a name or a list of names of the person or persons it is willing to accept as the single arbitrator. The party receiving the notice, if it accepts one of the persons suggested to act as arbitrator, shall within seven (7) calendar days notify the other party accordingly and the grievance shall be submitted to that arbitrator. In the event that the party receiving the notice does not accept any of the proposed persons as arbitrator, it shall within seven (7) calendar days notify the other party accordingly and send a name or a list of names of persons it is willing to accept as the single arbitrator. If the parties are unable to agree on a person to act as a single arbitrator either party may request the Minister of Labour to appoint a single arbitrator. ?he by notice in writing to the Employer withdraw his at any time. The arbitration board, or the single arbitrator, shall hear and determine the matter and shall issue a decision which will be final and binding upon the parties and upon any employee affected by it. The decision of the majority of an arbitration board shall be the decision of the board. The board of arbitration, or the single arbitrator, shall not make any decision inconsistent with the provisions of this Agreement or make any decision which would alter, modify, amend, add to, or subtract from any part of this Agreement. The board of arbitration, or the single arbitrator, shall not adjudicate any matter not specifically grieved in the grievance nor shall any grievance be considered by the arbitration board or single arbitrator unless it has been properly carried through all previous steps of the grievance and arbitration procedure. Each of the parties to this Agreement shall bear the expenses of the arbitration board member appointed by it or for it, The parties will share equally the expenses of the Chairman of the arbitration board, or the single arbitrator as the case may be. In this the term “working days” shall not be deemed to include Saturday, Sunday or paid holidays. The Union or the Employer may file a policy grievance appropriate circumstances. A policy grievance is defined as a difference concerning the interpretation or application of this Agreement which seeks to enforce an obligation to the Employer to the Union or the Union to the Employer. A policy grievance shall not be brought with respect matters capable of being filed as individual grievances or in respect of remedies or relief that effect individual employees. A policy grievance shall be initiated in at Step Two of the grievance procedure days of notice of the at causing the A group may be the dispute directly affects two (2) or more employees and could otherwise be properly pursued as separate individual grievances. A group grievance shall list all employees affected by the grievance. group grievance shall be initiated in writing at Step Two of the grievance procedure within seven (7) working days of notice of the act causing the grievance. Should the employee or the Union fail to adhere to any time limit under this Article, the grievance shall be deemed to have admitted be abandoned, unless the allegations of fact alleged Employer has agreed in the Complaint and have accepted Member’s entitlement writing to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and waive the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorlimit.

Arbitration Procedures. Within 20 business days following If CFCL elects to submit any question of cost or value of impairment to arbitration as contemplated in Section 7.1(b), it shall do so by notifying the appointment Purchaser of the arbitratorelection in writing together with an explanation, Member shall deliver in reasonable detail, of the question or questions to be determined in arbitration. Within fifteen (15) days after giving such notice, each of CFCL and Purchaser agrees to select and designate to the Exchange other in writing one reputable, disinterested individual having at least seven (7) years of commercial experience reasonably related to the matter in dispute and willing to act as an arbitrator of the dispute in question. If, for any reason, the Purchaser fails to notify CFCL of its selection of a qualifying arbitrator within the allotted time, then, if CFCL so elects, the second arbitrator shall be a statement (a “Complaint”) concisely setting forth person designated by the facts and law upon which it relies and President or another appropriate officer of the relief or remedy soughtAmerican Arbitration Association. Within 20 business fifteen (15) days following receipt after the foregoing selections have been made, the arbitrators so selected shall jointly select a third reputable individual having no affiliation with either of the Complaint, parties and willing to act as an arbitrator of the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisiondispute in question. If the Exchange fails first two arbitrators selected are unable or fail to deliver an Answer agree upon the third arbitrator within such 20-business day periodthe allotted time, the Exchange third arbitrator shall be deemed to have admitted selected by the allegations President, or another appropriate officer, of fact alleged the American Arbitration Association. The three arbitrators selected shall constitute the arbitration panel and the presentation of the parties in the Complaint arbitration proceeding shall be commenced and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business completed within sixty (60) days after the later of: (i) delivery selection of the Answer arbitration panel and the arbitration panel shall render its decision in writing within thirty (30) days after the completion of such presentations. The arbitrators shall have the discretion to order a pre-hearing exchange of information by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds furtherparties, including, without limitation, the amendment of any pleadings, the production of documents requested documents, exchanging of schedules of proposed witnesses and the need for examinations for discovery, either examination by way deposition of oral examination parties or written interrogatories, and a determination as to the manner in which evidence other persons. All issues regarding compliance with discovery requests shall be presented to decided by the arbitratorarbitrators. In making Any decision concurred in by any order or giving any direction in respect two (2) of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure arbitrators shall constitute the completion decision of the arbitration panel, and unanimity shall not be required. Any decision rendered by the arbitration panel shall be final and binding on the parties hereto, and judgment thereon may be entered by any state or federal court of competent jurisdiction. To the extent the dispute in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business daysquestion involves issues of law, the arbitrator arbitrators shall give directions regarding apply and be bound to follow the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place laws of the first hearing. Member and State of New York and, to the Exchange shall be present at each hearing and produce any and all recordsextent applicable, books, documents and papers respect the subject matter laws of the dispute. Each United States of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorAmerica.

Arbitration Procedures. Within 20 business (a) If the Parties (the "ARBITRATING PARTIES") that are required to agree on an arbitrable dispute cannot reach an agreement within thirty (30) days after notice of an arbitrable dispute is given by any Arbitrating Party to the other Party or Parties, then any Arbitrating Party may at any time after the end of said thirty (30) day period refer the dispute to arbitration by notifying any other Arbitrating Party thereof, and the Arbitrating Parties agree to cooperate in obtaining such arbitration. (b) Each Arbitrating Party shall within twenty (20) days of its receipt of such notification designate one Person, as hereinafter provided, to represent it as an arbitrator. The arbitrators so appointed by the Arbitrating Parties shall together designate one or two additional Persons as arbitrators to the end that the total number of arbitrators shall be an odd number. The appointment of all additional arbitrators under this Section shall be in writing and shall be submitted to the Arbitrating Parties within ten (10) days following the appointment selection of the arbitrator, Member shall deliver to last arbitrator selected by the Exchange and the Arbitrating Parties. Any Person designated as an arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged knowledgeable and experienced in the Complaint matters sought to be arbitrated, and have accepted Member’s entitlement to the relief and remedy set out shall in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: all events (i) delivery not be affiliated with any Owner (or any Affiliate of the Answer by the Exchange; any Owner) or any Mortgagee (or any affiliate of any Mortgagee) and (ii) delivery have at least ten (10) years of any reply relevant experience and expertise with respect to large commercial real estate projects in Las Vegas, Nevada and/or ▇▇▇▇▇ County, Nevada. If the Answer by Member, in either case, Member or the Exchange may, upon notice dispute to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matterarbitrated deals with construction, the arbitrator may impose such terms so appointed shall be experienced and knowledgeable in the construction industry as are reasonable in order it relates to ensure the completion nature of the structure to which such arbitration applies. Similarly, any arbitrator appointed in an architectural dispute shall be qualified as respects architecture as it relates to the nature of the structure to which such arbitration applies. (c) The arbitrators shall meet or otherwise confer as deemed necessary by the arbitrators to resolve the dispute and a decision of a majority of the arbitrators will be binding upon the Arbitrating Parties. The decision of the arbitrators shall be in writing and shall be made as promptly as possible after the designation of the last additional arbitrator, but in no event later than thirty (30) days from the date of the designation of the last additional arbitrator. A copy of the decision of the arbitrators shall be signed by at least a majority of the arbitrators and given to each Arbitrating Party and its Mortgagee in the manner provided in Section 15 of Article XIV of this Agreement for the giving of notice. (d) For each arbitrable dispute the cost and expense of the arbitrators and arbitration proceeding (except for an Arbitrating Party's attorney's fees) shall be paid and shared by the Arbitrating Parties, unless the arbitrators assess such cost and expense unequally between the Arbitrating Parties. (e) The decision of the arbitrators (i) may be entered as a judgment in a timely court of competent jurisdiction and (ii) shall in no event modify, amend or supplement this Agreement in any manner. If neither All arbitration conducted under this Article XV shall be in accordance with the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place rules of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all recordsAmerican Arbitration Association, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorextent such rules do not conflict with the procedures herein set forth. To the extent permitted by law, compliance with this Article XV is a condition precedent to the commencement by any Party of a judicial proceeding arising out of a dispute which is subject to arbitration hereunder. The holder of a Mortgage may participate in any arbitration proceedings in conjunction with the Party upon whose Lot it has a Mortgage.

Arbitration Procedures. Within 20 business days following the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery discovery, and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce shall produce, in advance of the first hearing, any and all records, books, documents documents, and papers respect the subject matter of the disputedisputethat they intend to show to witnesses or otherwise rely upon in the arbitration. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business days following The parties to this Lease will initially attempt to agree upon the appointment of the arbitrator, Member shall deliver to the Exchange and the arbitrator a statement (a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the DecisionFair Market Rate. If they have been unable to so agree within the Exchange fails period that they are required to deliver an Answer within agree as to such 20-business day periodmatter under the Lease, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member then either party may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer request by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon written notice to the other party ("Arbitration Request") that the matter be determined by binding arbitration by an arbitration board consisting of three reputable MAI appraisers who are recognized experts regarding office leases in the Twin Cities area. One arbitrator will be appointed by each party, and each such arbitrator will have no material financial or other business interest in common with the party selecting such arbitrator. If a party fails to appoint an arbitrator and notify the other party of such appointment within thirty (30) days after the Arbitration Request is made, then the arbitrator that was appointed by the other party within such 30-day period will be the sole arbitrator. If two arbitrators are properly appointed and such first two arbitrators are unable to agree on a third arbitrator within thirty (30) days after the appointment of the second arbitrator, request then such third arbitrator will be appointed by the arbitrator presiding judge of Ramsey County District Court, or by any person to give directions and make any order which iswhom such presidi▇▇ ▇▇▇ge formally delegates the matter, in or, if such methods of appointment fail, by the discretion American Arbitration Association. The parties will submit a copy of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as this Lease to the manner in which evidence shall be presented to sole arbitrator or the arbitratorthree arbitrators, as the case may be. In making any order or giving any direction in respect establishing the definition of any procedural matterFair Market Rent, the arbitrator may impose or arbitrators shall apply the standard described in the FAIR MARKET RENT DEFINITION section. If the arbitration is conducted by a sole arbitrator, such terms as are reasonable in order to ensure the completion sole arbitrator will render his or her determination of the Fair Market Rate applicable during the period in question to the parties by the thirtieth (30th) day after the Arbitration Request was made. If the arbitration is conducted by three arbitrators, each arbitrator will submit his or her determination(s) of the Fair Market Rate applicable during the period in question in a timely mannersealed envelope by the thirtieth (30th) day following appointment of the last arbitrator, and any determinations not submitted by such time shall be disregarded. In such cases, the parties will (i) If neither the Exchange highest nor Member requests directions lowest determination differs from the middle determination by more than fifteen (15%) percent of such middle determination, then the decision will be deemed to be the average of the three determinations; and (ii) If clause (i) does not apply, then the decision will be deemed to be the average of the middle determination and the determination closest in amount to such middle determination. The decision of the arbitrators, determined as provided aboveabove set forth, within an additional 10 business dayswill be final and nonappealable. The fees and expenses of the arbitrator or arbitrators will be shared equally by Landlord and Tenant. During the period of time that any arbitration is pending under this Lease, the arbitrator shall give directions regarding parties to this Lease will continue to comply with all those terms and provisions that are not the further procedural steps in subject of the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business Effective upon ratification of this agreement, the parties signatory below agree to adopt an expedited arbitration procedure as outlined below. Notwithstanding the provisions of such agreement, the parties recognize that arbitrations already scheduled prior to the effective date of this agreement shall be arbitrated as in the past and not subject to the provisions of this agreement unless the parties mutually agree to do so. A mutually agreed upon arbitrator shall be selected to hear cases arising under this procedure. The parties will direct the arbitrator to set aside one day per month to hear arbitrations under his procedure. As near as practical, such dates will be during the second or fourth week of each month. If necessary, and the parties mutually agree, the arbitrators will be asked to set aside more days per month. The parties shall attempt to meet biweekly to review cases pending arbitration and to schedule cases for arbitration under this procedure. Should a case scheduled for arbitration be settled prior to the scheduled date, the parties will make an ▇▇▇▇▇▇▇ effort to substitute another case for the scheduled date. Except as otherwise set forth in this agreement, all discipline cases, including discharges, shall be subject to the provisions of this procedure. Contract interpretation cases, upon mutual agreement by both parties, shall also be subject to this procedure. For discipline cases, other than discharges, both parties agree, where practical, to schedule at least two such cases to be heard on one day, with the understanding that the presentation of such cases shall not exceed four hours, with both sides being allocated two hours for the presentation of their case and cross- examination of witnesses of the opposing side. For all discipline cases, including discharges, both parties will make closing oral arguments unless mutually agreed otherwise, and the arbitrator will issue a brief written award. Where practical, the parties will direct the arbitrator to issue a written bench decision and summarize his decision in a one-page letter following the arbitration. The arbitrator, at his discretion, may request no more than seven days to deliberate on the issues of a particular case. In this regard, an arbitrator will issue his award within fourteen days following the appointment close of the hearing. Both parties will direct the arbitrator to issue an abbreviated, which details only the arbitrator, Member shall deliver 's award and a brief explanation as to the Exchange reasons for this award. In the case of contract interpretive matters, both parties recognize the need to file briefs and have the arbitrator write a statement (detailed decision. In this regard, both parties agree to file briefs within two weeks following the close of the hearing and will direct the arbitrator to issue an abbreviated decision which details only the arbitrator's award within two weeks following the receipt of briefs. The arbitrator will then issue a “Complaint”) concisely setting forth the facts and law upon which it relies and the relief or remedy sought. Within 20 business detailed decision within thirty days following receipt of the Complaint, the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer briefs by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange parties. Either party may, upon notice by notification to the other party and prior to a case being scheduled, exclude a particular case from the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion provisions of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitationthis agreement. In this case, the amendment arbitration shall be scheduled and handled under the normal procedure. Provisions of any pleadingsthis agreement are hereby entered into by both parties signatory below and in full force and effect, unless either party, through written notification to the other party, gives thirty (30) days written notice of their intent to cancel this agreement. In this regard, the production of documents and the need parties agree that cases scheduled for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as arbitration under this procedure shall proceed to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitrator.

Arbitration Procedures. Within 20 business days following Avnet and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association (“AAA”) before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place (“the Panel”). The arbitration shall take place in or near the city in which I am or was last employed by Avnet. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS Avnet and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; INTERSTATE COMMERCE I understand and (ii) delivery of any reply to the Answer by Member, agree that Avnet is engaged in either case, Member or the Exchange may, upon notice to the other party transactions involving interstate commerce and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.

Arbitration Procedures. Within 20 business days following The Company and I agree that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to its Employment Rules & Procedures (the appointment “JAMS Rules”), which are available at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/rules-employment-arbitration/. Arbitration may be initiated using JAMS’ Demand for Arbitration form (the “Demand”), and submitting a copy of it to JAMS. A copy of the arbitratorDemand form may be requested from JAMS or found on its website, Member shall deliver ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf. Any arbitration procedure must be demanded or initiated within the same period of time that a civil action or administrative claim based on the Covered Claim could be commenced. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. I agree to provide written notice of any claim by email to the Exchange Company’s Counsel Team at ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇. Written notice of any claim by the Company will be mailed to my last known address. The written notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. The Company and I agree that any arbitration under this Arbitration Agreement shall be submitted before a single arbitrator and conducted in San Francisco County or the site of the closest JAMS office to my most recent primary place of employment for the Company. The Company and I will attempt to agree upon an arbitrator within twenty-one (21) calendar days of notice to the non-initiating Party of the Demand. If the Parties are not able to agree upon a neutral arbitrator within that timeframe, the arbitrator will be selected pursuant to JAMS’ Employment Rules & Procedures. The arbitrator must follow substantive state or federal law (and the laws of remedies, if applicable) as applicable to the claim(s) asserted. The Parties will be entitled to conduct reasonable discovery and the arbitrator a statement (a “Complaint”) concisely setting forth will have the facts and law upon which it relies and the relief or remedy soughtauthority to determine what constitutes reasonable discovery. Within 20 business days following receipt of the Complaint, the Exchange shall deliver to Member and The Parties agree that the arbitrator a response (an “Answer”) shall have the power to decide any motions brought by any Party to the Complaint concisely setting forth its position arbitration, including motions for summary judgment and/or adjudications, motions to dismiss and demurrers. The arbitrator may award only those remedies in law or equity which are requested by the facts Parties, allowed by law, and law upon which it relies supporting would have been available had the Decisionmatter been heard in court. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall The arbitrator’s decision must be deemed to have admitted the allegations in writing and contain findings of fact alleged in and conclusions of law on the Complaint issues submitted by the Parties. The arbitrator will not decide any issue not submitted. The Company and have accepted Member’s entitlement to I agree that the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and decree or award rendered by the arbitrator may be entered as a reply final and binding judgment in any court having proper jurisdiction to the Answer concisely setting forth its responsecompel arbitration under this Arbitration Agreement, if anyand to confirm, modify, vacate or enforce an arbitration award, to the Answerextent permitted by applicable law. Within 10 business days after The Company agrees that it will pay for any administrative or hearing fees charged by the later of: (i) delivery arbitrator or JAMS except that I shall pay any filing fees associated with any arbitration that I initiate, but only so much of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, filing fees as I would have paid had I filed a complaint in the discretion of federal or state court in the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner jurisdiction in which evidence shall be presented to the arbitratorCovered Claim arose, whichever is less. In making Each Party is responsible for their own attorney fees and costs in any order arbitration proceeding. However, if any Party prevails on a statutory claim which affords the prevailing Party attorney’s fees and costs, or giving any direction in respect of any procedural matterif there is a written agreement providing for such attorney’s fees and costs, the arbitrator may impose award reasonable attorney’s fees and costs to the prevailing Party. Any dispute as to the reasonableness of any fee or cost shall be resolved by the arbitrator. The arbitrator, and not any court or governmental agency, shall have the exclusive authority to resolve any controversy, dispute, or claim relating to the interpretation, enforceability or formation of the Arbitration Agreement, consistent with applicable law. The decision of the arbitrator will be final and binding on the Parties and cannot be reviewed for error of fact or law of any kind, except as required by applicable law. If the JAMS Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern unless such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratornot enforceable under applicable law.

Arbitration Procedures. (i) A party desiring arbitration of a specific issue shall make a written demand on the other party stating, with specificity, the issue and the claimant's position with respect to that issue. Within 20 business days of receipt of such demand, the party against which the demand is made shall respond in writing indicating the reasons for its disagreement with the position of the claiming party. Within 10 days of the responding party's response, each of the parties shall designate an arbitrator by written notice to the other party. Within 10 days after designation of each party's arbitrator, the two arbitrators shall agree upon and select an umpire to act as a third member of the arbitration panel and the two arbitrators shall jointly advise each of the parties, in writing, of their selection. Either party may object to the arbitrators' selection of the umpire by sending a notice in writing to the arbitrators and the other party within 15 days of receipt of notice of the umpire selected by the arbitrators. (ii) If either party fails to name its arbitrator, or if an umpire cannot be selected, either party may petition the American Arbitration Association and such arbitrator or umpire shall be selected at the earliest practicable time pursuant to the rules and regulations of the American Arbitration Association. (iii) The arbitrators and umpires shall all be present or prior officers of insurance or financial services companies, as applicable to the dispute, and shall not have any direct nor indirect interest in either party or either party's affiliates. (iv) The parties shall submit written argument to the arbitration panel within 20 days following the appointment of the arbitratorlast member of the panel. The panel shall decide whether the circumstances of a particular dispute require a hearing. In the event of a hearing, Member it shall deliver be scheduled within 30 days after the appointment of the last member of the arbitration panel. If the panel decides that a hearing is not necessary, the panel shall proceed to make a determination based upon the Exchange and written arguments received from the arbitrator a statement parties. (a “Complaint”v) concisely setting forth The decision of the facts and law upon which it relies and arbitration panel shall be made within 30 days after the relief hearing or remedy sought. Within 20 business days following receipt of the Complaintlast written argument, as the Exchange shall deliver to Member and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decisioncase may be. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its response, if any, to the Answer. Within 10 business days after the later of: (i) delivery of the Answer by the Exchange; and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose such terms as are reasonable in order to ensure the completion Decisions of the arbitration panel shall be made by majority vote, shall be made in a timely mannerwriting, shall include the panel's findings of fact, and shall be delivered to both parties and each member of the arbitration panel. If neither The panel shall make its decision with regard to the Exchange nor Member requests directions as provided abovecustom and usage of the insurance business. The panel shall make its decision based upon evidence introduced at the hearing, within an additional 10 business daysor by other means of submitting evidence, in which strict rules of evidence need not be followed, but in which cross examination and rebuttal shall be allowed if requested. Such decisions shall be non-binding. (vi) Each party shall bear the fees and costs of its own arbitrator and the two parties shall give directions regarding the further procedural steps share equally in the arbitrationexpenses of the umpire; provided, including any production however, that the reasonable fees and costs of documents, any examinations for discovery the arbitration panel may be awarded to one party or the other as part of the ruling of the arbitration panel. The fees of the arbitrators and the time and place umpire shall be set forth in the notice pursuant to which each of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter members of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorpanel is named.

Arbitration Procedures. Within 20 business days following The Company and I agree that, except as provided in this Agreement, any arbitration shall be in accordance with the appointment then-current Model Employment Arbitration Procedures of the arbitratorAmerican Arbitration Association ("AAA") before a panel of three arbitrators who are licensed to practice law in the state where the arbitration is to take place ("the Panel"). The arbitration shall take place in or near the city in which I am or was last employed by the Company. The Panel shall apply the substantive law (and the law of remedies, Member shall deliver if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the Exchange claim(s) asserted: The Federal Rules of Evidence shall apply. The Panel, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the arbitrator interpretation, applicability, enforceability or formation of this Agreement, including but not limited to any claim that all or any part of this Agreement is void or voidable. The Panel shall render an award and opinion in the form typically rendered in labor arbitrations. The arbitration shall be final and binding upon the parties. The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold pre-hearing conferences by telephone or in person, as the Panel deems necessary. The Panel shall have the authority to entertain a statement (motion to dismiss and/or a “Complaint”) concisely setting forth motion for summary judgment by any party and shall apply the facts standards governing such motions under the Federal Rules of Civil Procedure. Either party, at its expense, may arrange for and law upon which it relies pay the cost of a court reporter to provide a stenographic record of proceedings. ARBITRATION FEES AND COSTS The Company and I shall equally share the relief or remedy sought. Within 20 business days following receipt fees and costs of the Complaint, the Exchange Panel. Each party shall deliver to Member pay for its own costs and the arbitrator a response (an “Answer”) to the Complaint concisely setting forth its position and the facts and law upon which it relies supporting the Decision. If the Exchange fails to deliver an Answer within such 20-business day period, the Exchange shall be deemed to have admitted the allegations of fact alleged in the Complaint and have accepted Member’s entitlement to the relief and remedy set out in the Complaint. Within 10 business days after receipt of the Answer, Member may deliver to the Exchange and the arbitrator a reply to the Answer concisely setting forth its responseattorneys' fees, if any. However, if any party prevails on a statutory claim which affords the prevailing party attorneys' fees, or if there is a written agreement providing for fees, the Panel may award reasonable fees to the Answerprevailing party. Within 10 business days after INTERSTATE COMMERCE I understand and agree that the later of: (i) delivery of the Answer by the Exchange; Company is engaged in transactions involving interstate commerce and (ii) delivery of any reply to the Answer by Member, in either case, Member or the Exchange may, upon notice to the other party and the arbitrator, request the arbitrator to give directions and make any order which is, in the discretion of the arbitrator, reasonable regarding any procedural matters which properly should be resolved before the arbitrator proceeds further, including, without limitation, the amendment of any pleadings, the production of documents and the need for examinations for discovery, either by way of oral examination or written interrogatories, and a determination as to the manner in which evidence shall be presented to the arbitrator. In making any order or giving any direction in respect of any procedural matter, the arbitrator may impose that my employment involves such terms as are reasonable in order to ensure the completion of the arbitration in a timely manner. If neither the Exchange nor Member requests directions as provided above, within an additional 10 business days, the arbitrator shall give directions regarding the further procedural steps in the arbitration, including any production of documents, any examinations for discovery and the time and place of the first hearing. Member and the Exchange shall be present at each hearing and produce any and all records, books, documents and papers respect the subject matter of the dispute. Each of Member and the Exchange shall have an opportunity to make oral submissions to the arbitratorcommerce.