Any Dispute referred for arbitration shall be finally settled under the Rules of the International Centre for Dispute Resolution (the “ Rules of Arbitration ”) then in force, by one arbitrator appointed in accordance with such Rules of Arbitration.  The Arbitral Tribunal shall be guided by the IBA Rules on the Taking of Evidence in International Arbitration, and there shall be no depositions.  The place of the arbitration shall be New York, New York, United States of America.  The language of the arbitration shall be English.