Common use of Expert Determination Clause in Contracts

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. (a) Any Dispute 11.1 Where a Relevant Dispute: Expert Determination but for the avoidance of doubt no other dispute or claim arising out of or in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that this Deed is not settled by negotiation the parties will consider using alternative dispute resolution techniques prior to referral to an independent expert in accordance with clause 11.2. 11.2 In the event of any Relevant Dispute: Expert Determination arising between the parties to this Deed which has been identified in writing on paper by one party to the others and has not been resolved pursuant to Article 48.2 (Amicable Settlement) may within 20 Working Days such Relevant Dispute: Expert Determination shall be referred by either Party to an independent expert for determination ("Independent the “Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"”). (b) 11.3 The Parties Expert shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days have at least 10 years’ post-qualification experience in the subject matter of the date Relevant Dispute: Expert Determination and shall be agreed upon between the parties to the Relevant Dispute: Expert Determination or, if not agreed within 20 Working Days of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Relevant Dispute: Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR Determination having been identified in accordance with clause 11.2, then at the Rules request and option of any of the parties to the Relevant Dispute shall be nominated by or on behalf of the President for the Appointment of Experts and Neutrals time being of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriateRICS. (c) 11.4 The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorarbitrator and his costs (including those of his nomination) shall be at his discretion and payable according to his direction notwithstanding whether or not his decision on the Relevant Dispute: Expert Determination is in favour of the paying party. 11.5 For the avoidance of doubt the decision of the Expert shall be binding on the parties to the Relevant Dispute: Expert Determination except in the case of manifest error. 11.6 Unless otherwise agreed the Expert shall be appointed subject to an express requirement that he reaches his decision and communicates it to the parties within the minimum practicable timescale allowing for the nature and complexity of the Relevant Dispute: Expert Determination and in any event not more than 60 Working Days from the date of his appointment to act. 11.7 The Expert shall be required to give notice to each of the parties to the Relevant Dispute: Expert Determination inviting them to submit to him and each other within 20 Working Days of his appointment written submissions and supporting material and shall afford an opportunity for all parties to make counter submissions within a further 20 Working Days in respect of any such submission and material and his written decision with reasons shall be given to all parties to the dispute within 20 Working Days thereafter. 11.8 Nothing in this clause 11 shall prevent any party from seeking recourse to the High Court or any other court in England of competent jurisdiction at any time, nor from exercising any right to take alternative action in relation to any matter other than a Relevant Dispute: Expert Determination.

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (4.1 If a "Technical Dispute") that Resolution Notice is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred served by either Party party, the parties shall use all reasonable endeavours to reach agreement on an expert for determination ("Independent Expert") pursuant Expert and to this Article 48.3 (agree the terms of his appointment with the Expert Determination)as soon as reasonably possible. The Party that requires a Technical Dispute to be submitted to an Independent Expert Neither party shall send a written notice unreasonably withhold its agreement to the terms of appointment proposed by the Expert or the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")party. (b) The Parties shall discuss and seek 4.2 If the parties fail to agree on an Expert and the terms of his appointment within five Business Days of a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated aboveResolution Notice being served, the Independent Expert then either party shall be appointed by entitled to request the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals Expertise of the International Chamber of CommerceCommerce to appoint the Expert and to agree his of terms of appointment on behalf of the parties. 4.3 Except for any procedural matters, subject or as otherwise expressly provided in this Schedule, the Expert shall only be required to make a determination on the matters in dispute between the parties regarding the calculation of the Earn-out Payment for a Fiscal Year. 4.4 The parties shall co-operate with the Expert and they shall provide (and in the case of the Purchaser shall procure that the Company and each of the Subsidiaries provides) such assistance and access to such documents, personnel, books and records as the Expert may reasonably require for the purpose of making his determination. 4.5 The parties shall be entitled to make submissions to the provisions set forth Expert and each party shall, with reasonable promptness, supply the other party with such information and access to its documentation, books and records as the other party may reasonably require in order to make a submission to the Expert in accordance with this paragraph. 4.6 To the extent not provided for in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expertparagraph 4, the Parties shall submit Expert may, in his reasonable discretion, determine such procedures to assist with the conduct of his determination as he considers just or appropriate, including, to the Independent Expert a notice (a "Position Notice") setting forth such Party's position extent he considers necessary, instructing professional advisers to assist him in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriatereaching his determination. (c) 4.7 The Independent Expert shall complete all deliberations be required to make his determination in writing (including the reasons for his determination) and issue to give notice of his decision with reasons with regard determination (including a copy) to the Technical Dispute each party as promptly soon as reasonably possible, but practicable and in any event within thirty (30) days 20 Business Days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Disputeappointment. (d) If 4.8 All matters under this paragraph 4 shall be conducted, and the Independent Expert fails to notify Expert’s decision shall be written, in the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decisionEnglish language. (e) 4.9 The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator. Save in the event of manifest error or fraud the Expert’s determination of any matters referred to him in accordance with this Schedule shall be final and binding on the parties. 4.10 If an appointed Expert becomes unwilling or incapable of acting, or does not deliver his determination within the period required by paragraph 4.7 of this Schedule: (a) the parties shall use all reasonable endeavours to agree the identity and terms of appointment of a replacement Expert; (b) if the parties fail to agree and appoint a replacement Expert within five Business Days of a replacement being proposed in writing by a party, then either party may apply to of the International Centre for Expertise of the International Chamber of Commerce to discharge the appointed Expert and to appoint a replacement Expert; and (c) this paragraph 4 shall apply in relation to each and any replacement Expert as if he were the first Expert appointed. 4.11 Each party shall bear and pay its own costs incurred in connection with the Expert’s determination pursuant to this paragraph 4. The Expert’s fees and any costs or expenses incurred by the Expert in making his determination (including the fees and costs of any advisers appointed by the Expert) shall be borne by the party that does not prevail on the matters determined by the Expert. 4.12 Each party shall act reasonably and co-operate to give effect to the provisions of this paragraph 4 and shall not otherwise do anything to hinder or prevent the Expert from reaching his determination.

Expert Determination. (a) Any 41.5.1 For a Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be on any decision referred by either Party to an expert the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties to the Dispute. The expert is not an arbitrator and shall not be deemed to be acting in an arbitral capacity. The independent expert shall have an established reputation in the international petroleum industry as an expert on the matter in dispute and shall not at the time of the Dispute be engaged by any Party for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination)work other than as the expert. The Party that requires a Technical Dispute to be submitted to desiring an Independent Expert expert determination shall send a give the other Party written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submissionrequest for such determination. If the Parties fail to designate the Independent Expert Dispute are unable to agree upon an expert within twenty (20) Days after receipt of the time period stipulated abovenotice of request for an expert determination, then, upon the request of any of the parties to the Dispute, the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals Expertise of the International Chamber of CommerceCommerce (ICC) shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, subject once appointed, shall have no ex parte communications with any of the parties to the provisions set forth Dispute concerning the expert determination or the underlying Dispute. Any hearing with an expert determination shall take place in this Article 48.3 The Hague, the Netherlands, unless the parties agree otherwise. All Parties agree to cooperate fully in the expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Each Party shall prepare and exchange a written position paper setting out its positions with respect to the Dispute. Each Party shall also prepare and exchange a written response to the other Party’s position paper. The position papers and responses may be accompanied by data and information in the submitting Party’s discretion. Before issuing his final decision, the expert shall issue a draft report and allow the Parties to the Dispute ten (Expert Determination)10) Days to comment on it. Within twenty one The expert shall endeavor to resolve the Dispute within sixty (2160) days Days (but no later than ninety (90) Days) after receipt of each Party’s written response to the other Parties’ position paper taking into account the circumstances requiring an expeditious resolution of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues matter in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his expert’s decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be final and binding on the Parties until it is superseded by any decision or award to the Dispute unless challenged in an arbitration pursuant to Sub-Article 41.2 within sixty (60) Days of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge date the Independent Expert's expert’s final decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne received by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwiseand until replaced by such subsequent arbitral award. Each Party shall bear its own costs of participating in In such arbitration (i) the expert determination process on the specific matter shall be entitled to a rebuttable presumption of correctness; and (including ii) the costs of its advisors or consultants). expert shall not (i) The Independent Expert will determine its own procedures for without the resolution written consent of the Technical parties to the Dispute. The Independent Expert shall ) be appointed to act as an expert and not arbitrator or as an arbitratoradviser to the Parties to the Dispute.

Expert Determination. Subject to Clause 20.1 (aSenior Manager Discussion) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination by an Independent Expert under the terms of this Clause 20.3 ("Independent ExpertExpert Determination"). The Expert Determination process will be commenced by a Party delivering a notice to the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) pursuant to this Article 48.3 Business Days of the delivery of the written notice under Clause 20.3(b) (Expert Determination). The Party that requires a Technical Dispute to be submitted to , the Parties shall appoint an Independent Expert shall send a written notice to determine the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority46 to appoint the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to determine the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raisedDispute. In such a case, the Independent Expert The request shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given indicate the nature of the Technical Dispute. Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue an Expert Determination not later than forty-five (d45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 20.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 20.3(h), the Expert Determination shall be complied with promptly by the Parties. If the Independent Expert fails Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, each Party may by notice provided to notify the Parties other Party not later than twenty (20) Business Days following the date of his decision with respect to any Technical issue of the determination, regard the Expert Determination as a Dispute referred to him pursuant to Article 48.3(aand refer the Dispute for arbitration under Clause 20.4(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) Arbitration). Following twenty one (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (1421) Days from the date of such noticeissue of the Expert Determination, failing which such either Party may give notice that the Technical Dispute is apply to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision for reissuance of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise his determination in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to form of a final and binding arbitral award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Disputea sole arbitrator. The Independent Expert shall act re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 20.3 against any such arbitral award. Arbitration47 Unless resolved amicably or in the case of a Technical Dispute, by Expert Determination and subject to the requirements in Clause 20.1 (Senior Manager Discussions) (and Clause 20.3(a) (Expert Determination) if applicable) all Disputes shall be finally settled48 by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.49 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat.50 The Governing Law shall also apply to this Clause 20.4. The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an expert arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the Installation Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and not as an arbitrator.its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related dispute raising common questions of law or fact under this Agreement.51

Expert Determination. Subject to Clause 18.1 (aSenior Manager Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination ("by the Independent Expert") pursuant to Expert under this Article 48.3 Clause 18.3 (Expert Determination). The Expert Determination process will be commenced by a Party that requires a Technical Dispute to be submitted to an Independent Expert shall send delivering a written notice to the other PartyParty requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 18.3(b), specifying that such Technical Dispute be submitted to the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue its Expert Determination not later than forty-five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 18.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 18.3(h), the Expert Determination shall be appointed complied with promptly by the ICC International Centre Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for ADR arbitration under Clause 18.4 (Arbitration). Following twenty-one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in accordance with the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 18 (Dispute Resolution), all Disputes shall be finally settled by international arbitration under the Rules for of the Appointment of Experts and Neutrals Arbitration of the International Chamber of Commerce, subject Commerce by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat.7 The Governing Law shall also apply to the provisions set forth in this Article 48.3 Clause 18 (Expert DeterminationDispute Resolution). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under Article 48.4 the PPA, the Supply Agreement, the Installation Agreement, the Operation and Maintenance Agreement or any Finance Agreement8, if the arbitration proceedings raise common questions of law or fact. If two (Courts). (f2) A or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party wishing agrees that it may be joined to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to any arbitration proceedings between the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt Party and its counterparty under any of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant aforementioned agreements to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures allow for the resolution in a single arbitration of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.a related dispute raising common questions of law or fact under this Agreement.9

Expert Determination. A Dispute between the Parties may be referred to an Expert where provided under the terms of this Agreement, or otherwise agreed between the Parties, based on the following procedure: (a) Any Party may initiate an Expert reference under this Clause 31.4 in respect of a Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice proposing to the other PartyParty the appointment of an Expert. If the Expert has been appointed, specifying that such Technical Dispute be submitted but is unable or unwilling to an Independent complete the reference, another Expert who shall be designated to consider appointed. The Expert shall act as an expert and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")not an arbitrator. (b) The Parties shall discuss cooperate fully in the expeditious conduct of such Expert determination and seek provide the Expert with reasonable access to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated abovefacilities, the Independent Expert shall be appointed documents, information and personnel requested by the ICC International Centre for ADR Expert to make a fully informed decision in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent an expeditious manner as so directed by such Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete be and remain at all deliberations and issue his decision times wholly impartial, and, once appointed, the Expert shall have no ex parte communications with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days either of the date on which both Position Notices are submitted, unless Parties concerning the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to determination or the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical underlying Dispute. (d) If Before issuing a final decision, the Independent Expert fails to notify shall issue a draft report and allow the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decisioncomment on it. (e) The decision Expert shall endeavour to resolve the Dispute within ***** days (but no later than ***** days) after their appointment, taking into account the circumstances requiring an expeditious resolution of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts)matter in dispute. (f) A Party wishing to challenge the Independent The Expert's ’s decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may shall be settled by the courts of England final and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 Parties. ​ ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (CourtsI) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****).. ​ (g) All individuals appointed If the Expert decides that a sum is due and payable by one Party to the other Party then: (i) any such sum shall be due and payable within ***** days of receipt by the Parties or of written notice of such decision, unless the ICC International Centre for ADR as an Independent Expert decides otherwise; and (ii) interest shall be independent accrue at the Interest Rate in respect of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relateslate payment. (h) The Independent fees of the Expert shall have and any other costs of and incidental to the power reference to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert determination shall be borne payable by the Parties to in such amounts and on such terms as the Technical Dispute Expert may determine (following the provisions of the Charter Agreement, where applicable) but, in the absence of any such determination, by the Parties in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. Subject to Clause 38.1 (aSenior Management Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination ("by the Independent Expert") pursuant to Expert under the terms of this Article 48.3 Clause 38.3 (Expert Determination). The Expert Determination process will be commenced by a Party that requires delivering a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other PartyParty requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 38.3(b), specifying that such Technical Dispute be submitted to the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 38.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 38.3(h), the Expert Determination shall be appointed complied with promptly by the ICC International Centre Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notifying the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for ADR arbitration under Clause 38.4 (Arbitration). Following twenty one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in accordance with the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 39.3(i) against any such arbitral award. Arbitration5 Unless resolved amicably or, in the case of a Technical Dispute by Expert Determination, and subject to the requirements in Clause 38.1 (Senior Management Discussions) (and Clause 38.3 (Expert Determination) if applicable), all Disputes shall be finally settled by international arbitration under the Rules for of the Appointment of Experts and Neutrals Arbitration of the International Chamber of Commerce, subject Commerce by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language7. The seat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to the provisions set forth in this Article 48.3 Clause 38.4 (Expert DeterminationArbitration). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision ICC Court or award of the arbitral tribunal (as applicable) may on request from either Party consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under Article 48.4 (Courts). (f) A the PPA, the Implementation Agreement, the Supply Agreement, the O&M Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of Law or fact. If two or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail.8 Likewise, each Party wishing agrees that it may be joined to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to any arbitration proceedings between the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt Party and its counterparty under any of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant aforementioned agreements to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures allow for the resolution in a single arbitration of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.a related dispute raising common questions of Law or fact under this Agreement.9

Expert Determination. (a) Any 3.1 If the Parties are unable to settle the Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)through mediation, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by then either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a may give written notice to the other PartyParty within 10 Business Days of closure of the failed mediation of its intention to refer the Dispute to expert determination. The Expert Determination Notice must include a brief statement of the issue or issues which it is desired to refer, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider the expertise required in the expert, and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")solution sought. (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. 3.2 If the Parties fail have agreed upon the identity of an expert and the expert has confirmed in writing his readiness and willingness to designate embark upon the Independent Expert within the time period stipulated aboveexpert determination, the Independent Expert then that person shall be appointed by as the ICC International Centre for ADR in accordance with Expert. 3.3 Where the Rules Parties have not agreed upon an expert, or where that person has not confirmed his willingness to act, then either Party may apply to CEDR for the Appointment appointment of Experts and Neutrals an expert. The request must be in writing, accompanied by a copy of the International Chamber of Commerce, subject Expert Determination Notice and the appropriate fee and must be copied simultaneously to the provisions set forth other Party. The other Party may make representations to CEDR regarding the expertise required in this Article 48.3 (the expert. The person nominated by CEDR will be appointed as the Expert. 3.4 The Party serving the Expert Determination). Within twenty one (21) days Determination Notice must send to the Expert and to the other Party within 5 Business Days of the appointment of the Independent ExpertExpert a statement of its case including a copy of the Expert Determination Notice, the Parties shall submit Contract, details of the circumstances giving rise to the Independent Dispute, the reasons why it is entitled to the solution sought, and the evidence upon which it relies. The statement of case must be confined to the issues raised in the Expert Determination Notice. 3.5 The Party not serving the Expert Determination Notice must reply to the Expert and the other Party within 5 Business Days of receiving the statement of case, giving details of what is agreed and what is disputed in the statement of case and the reasons why. 3.6 The Expert must produce a notice written decision with reasons within 30 Business Days of receipt of the statement of case referred to in paragraph 1.9, or any longer period as is agreed by the Parties after the Dispute has been referred. 3.7 The Expert will have complete discretion as to how to conduct the expert determination, and will establish the procedure and timetable. 3.8 The Parties must comply with any request or direction of the Expert in relation to the expert determination. 3.9 The Expert must decide the matters set out in the Expert Determination Notice, together with any other matters which the Parties and the Expert agree are within the scope of the expert determination. The Expert must send his decision in writing simultaneously to the Parties. Within 5 Business Days following the date of the decision the Parties must provide the Expert and each other with any requests to correct minor clerical errors or ambiguities in the decision. The Expert must correct any minor clerical errors or ambiguities at his discretion within a further 5 Business Days and send any revised decision simultaneously to the Parties. 3.10 The Parties must bear their own costs and expenses incurred in the expert determination and are jointly liable for the costs of the Expert. 3.11 The decision of the Expert is final and binding, except in the case of fraud, collusion, bias, or material breach of instructions on the part of the Expert at which point a Party will be permitted to apply to Court for an Order that: 3.11.1 the Expert reconsider his decision (either all of it or part of it); or 3.11.2 the Expert’s decision be set aside (either all of it or part of it). 3.12 If a "Position Notice"Party does not abide by the Expert’s decision the other Party may apply to Court to enforce it. 3.13 All information, whether oral, in writing or otherwise, arising out of or in connection with the expert determination will be inadmissible as evidence in any current or subsequent litigation or other proceedings whatsoever, with the exception of any information which would in any event have been admissible or disclosable in any such proceedings. 3.14 The Expert is not liable for anything done or omitted in the discharge or purported discharge of his functions, except in the case of fraud or bad faith, collusion, bias, or material breach of instructions on the part of the Expert. 3.15 The Expert is appointed to determine the Dispute or Disputes between the Parties and his decision may not be relied upon by third parties, to whom he shall have no duty of care. 1. The headings in this Contract shall not affect its interpretation. 2. References to any statute or statutory provision include a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. 3. References to a statutory provision shall include any subordinate legislation made from time to time under that provision. 4. References to Sections, clauses and Appendices are to the Sections, clauses and Appendices of this Contract, unless expressly stated otherwise. 5. References to any body, organisation or office shall include reference to its applicable successor from time to time. 6. Any references to this Contract or any other documents includes reference to this Contract or such other documents as varied, amended, supplemented, extended, restated and/or replaced from time to time. 7. Use of the singular includes the plural and vice versa. 8. The following terms shall have the following meanings: Authority Representative means the person identified in clause A4.1 (Representatives) setting forth such Party's position or their replacement Best Value Duty means the duty imposed by Part 1 of the Local Government Act 1999 (the LGA 1999) and under which the Authority is under a statutory duty to continuously improve the way its functions are exercised, having regard to a combination of economy, efficiency and effectiveness and to the guidance issued in connection with, the LGA 1999 from time to time Business Continuity Plan means the Provider’s plan referred to in Clause B34.2 (Business Continuity) relating to continuity of the Services, as agreed with the Authority and as may be amended from time to time Charges means the charges which shall become due and payable by the Authority to the Provider in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days provision of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required Services in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction accordance with the decision to the other Partyprovisions of this Contract, with a copy to the Independent Expert, within thirty as such charges are set out in Appendix E (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (CourtsCharges). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. 24.2.1 Where there is a disagreement between the Parties regarding a measurement under Exhibit A or in accordance with Clause 1.3.2 or any other Dispute which the Parties agree in writing to submit to an Expert (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order“Measurement Dispute”), (a "Technical Dispute") the Parties hereby agree that is not resolved pursuant to Article 48.2 (Amicable Settlement) such Measurement Dispute may be referred resolved by either Expert Determination in accordance with this Clause 24.2. 1. The Party desiring to refer a Measurement Dispute to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The shall give the other Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to of the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")referral. (b) 24.2.2 The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by agreement between the parties within [10] days of the notice of referral or, failing such agreement, by the ICC International Centre for ADR (“the Centre”). Where the Expert has to be appointed by the Centre, the Centre shall administer the proceedings in accordance with the Rules for the Appointment Administration of Experts and Neutrals Expert Proceedings of the International Chamber of Commerce. The Expert shall be and remain at all times wholly independent and impartial, subject and, once appointed, the Expert shall have no ex parte communications with any of the Parties to the provisions set forth Measurement Dispute concerning the expert determination or the underlying Measurement Dispute. The Parties to the Measurement Dispute shall cooperate fully in the expeditious conduct of such expert determination and provide the Expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. 24.2.3 The Expert Determination proceedings shall not be regarded as an arbitration. 24.2.4 The Expert Determination proceedings, including the Expert’s decision, shall be confidential and any evidence given, or statements made in the course of the hearing may not be used against a Party in any other proceedings other than in relation to this Article 48.3 Agreement. 24.2.5 The Expert shall render its reasoned decision in writing (including reasons) on the Measurement Dispute no later than sixty (60) Days after his or her appointment. Before issuing a final decision, the Expert Determination). Within twenty one shall issue a draft report and allow the Parties to the Measurement Dispute five (215) days to comment on it (which comments the Expert shall consider but not be under any duty to incorporate). 24.2.6 The Expert shall determine the portion of the appointment costs of the Independent Expertreferral to be paid by each Party; however, each Party shall be responsible for its own costs associated with the referral. 24.2.7 In the absence of fraud, the Expert’s decision shall be final and binding on the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect Measurement Dispute upon the notification to them of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his Expert’s written decision with reasons with regard unless any of the Parties refer the Measurement Dispute to the Technical Dispute as promptly as reasonably possible, but in any event arbitration pursuant to Clause 24.1 of this Agreement within thirty (30) days Days upon notification of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a Expert’s decision. (e) 24.2.8 The decision of the Independent Expert shall not be binding on appointed in the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR arbitration as an Independent Expert shall be independent arbitrator or as advisor to either Party without the agreement of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)Measurement Dispute. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. 24.2.1 Where there is a disagreement between the Parties regarding a measurement under Exhibit A or in accordance with Clause 1.3.2 or any other Dispute which the Parties agree in writing to submit to an Expert (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order“Measurement Dispute”), (a "Technical Dispute") the Parties hereby agree that is not resolved pursuant to Article 48.2 (Amicable Settlement) such Measurement Dispute may be referred resolved by either Expert Determination in accordance with this Clause 24.2. 1. The Party desiring to refer a Measurement Dispute to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The shall give the other Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to of the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")referral. (b) 24.2.2 The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by agreement between the parties within [10] days of the notice of referral or, failing such agreement, by the ICC International Centre for ADR (“the Centre”). Where the Expert has to be appointed by the Centre, the 42 Centre shall administer the proceedings in accordance with the Rules for the Appointment Administration of Experts and Neutrals Expert Proceedings of the International Chamber of Commerce. The Expert shall be and remain at all times wholly independent and impartial, subject and, once appointed, the Expert shall have no ex parte communications with any of the Parties to the provisions set forth Measurement Dispute concerning the expert determination or the underlying Measurement Dispute. The Parties to the Measurement Dispute shall cooperate fully in the expeditious conduct of such expert determination and provide the Expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. 24.2.3 The Expert Determination proceedings shall not be regarded as an arbitration. 24.2.4 The Expert Determination proceedings, including the Expert’s decision, shall be confidential and any evidence given, or statements made in the course of the hearing may not be used against a Party in any other proceedings other than in relation to this Article 48.3 Agreement. 24.2.5 The Expert shall render its reasoned decision in writing (including reasons) on the Measurement Dispute no later than sixty (60) Days after his or her appointment. Before issuing a final decision, the Expert Determination). Within twenty one shall issue a draft report and allow the Parties to the Measurement Dispute five (215) days to comment on it (which comments the Expert shall consider but not be under any duty to incorporate). 24.2.6 The Expert shall determine the portion of the appointment costs of the Independent Expertreferral to be paid by each Party; however, each Party shall be responsible for its own costs associated with the referral. 24.2.7 In the absence of fraud, the Expert’s decision shall be final and binding on the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect Measurement Dispute upon the notification to them of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his Expert’s written decision with reasons with regard unless any of the Parties refer the Measurement Dispute to the Technical Dispute as promptly as reasonably possible, but in any event arbitration pursuant to Clause 24.1 of this Agreement within thirty (30) days Days upon notification of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a Expert’s decision. (e) 24.2.8 The decision of the Independent Expert shall not be binding on appointed in the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR arbitration as an Independent Expert shall be independent arbitrator or as advisor to either Party without the agreement of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)Measurement Dispute. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. Subject to Clause 38.1 (aSenior Management Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination ("by the Independent Expert") pursuant to Expert under the terms of this Article 48.3 Clause 38.3 (Expert Determination). The Expert Determination process will be commenced by a Party that requires delivering a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other PartyParty requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 38.3(b) (Expert Determination), specifying that such Technical Dispute be submitted to the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to determine the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raisedDispute. In such a case, the Independent Expert The request shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given indicate the nature of the Technical Dispute. (d) If Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert fails to notify shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty five (45) Business Days from the date of his decision with respect instruction and shall include the reasons for the decision. Subject to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(cClause 38.3(h) (Expert Determination), the Expert Determination will be final and binding on the Parties. Subject to Clause 38.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may give notice to the Independent Expert (copying by notifying the other PartyParty not later than twenty (20) requesting it to inform Business Days after the Parties date of its decision within fourteen issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 38.4 (14Arbitration). Following twenty one (21) Business Days from the date of such noticeissue of the Expert Determination, failing which such either Party may give notice that the Technical Dispute is apply to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision for reissuance of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise his determination in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to form of a final and binding arbitral award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Disputea sole arbitrator. The Independent Expert shall act re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 38.3(i) (Expert Determination) against any such arbitral award. Arbitration5 Unless resolved amicably or, in the case of a Technical Dispute by Expert Determination, and subject to the requirements in Clause 38.1 (Senior Management Discussions) (and Clause 38.3 (Expert Determination), all Disputes shall be finally settled by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language7. The seat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to this Clause 38.4 (Arbitration). The Parties agree that the ICC Court or the arbitral tribunal (as applicable) may on request from either Party consolidate an expert arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the O&M Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of Law or fact. If two or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail.8 Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and not as an arbitrator.its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related dispute raising common questions of Law or fact under this Agreement.9

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule The Company, P▇▇▇▇▇ and Hold-points) or 14 (Variation Order), (a "Technical Dispute") M▇▇▇▇▇ Sub each agree and acknowledge that is not resolved pursuant to Article 48.2 (Amicable Settlement) the Company Specified Conditions and the Parent Specified Conditions are the only matters which may be referred by either Party to an expert Expert for determination ("Independent Expert") pursuant or the matters underlying as giving rise to this Article 48.3 (Expert Determinationsuch matter and matters incidental thereto or consequent thereon). It being recorded that the sole purpose of the Expert is to make a final determination aimed at achieving objective certainty as to whether the Scheme Conditions in Sections 2.04(a)(iii) and (v) have or have not been fulfilled by making a determination whether a Company Termination Notice and/or a Parent Pre-Termination Notice was in the Expert’s determination validly issued or not. The Party that requires a Technical Dispute Expert determination shall have no relevance to be submitted to an Independent Expert shall send a written notice to or impact on the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide Parties’ rights or obligations outside of the issues raised by such Technical Dispute (a "Technical Dispute Submission")aforesaid narrow purpose. (b) The Parties shall discuss In the event that an Expert is required to be appointed, then Company and seek Parent must: (i) sign whatever reasonable terms of engagement the Expert requires; and (ii) use reasonable efforts to agree on a designated Independent provide the Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed with any information reasonably required by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorarbitrator and must determine the matter: (i) having regard to the terms of this Agreement; (ii) according to whatever procedures the Expert decides, in the Expert’s reasonable discretion, but subject to the requirements of procedural fairness; and (iii) exercising the Expert’s own skill, judgment and experience. (d) Any costs (including for the avoidance of doubt, the costs of the Expert and its advisors) incurred in respect of the determination of the matter shall be borne by the Parties in equal shares, unless otherwise determined by the Expert. (e) The Company and Parent must use their respective reasonable endeavors to ensure that the Expert gives a written decision in relation to its finding as soon as possible, but in any event within ten (10) Business Days after its appointment (a “Decision”) and, to the extent required under this Agreement or applicable Law, will procure that the Expert consents to the publication of its Decision (or a summary or extract thereof). The Expert must give reasons for its Decision. (f) An Expert’s Decision is, in the absence of manifest error, final and binding on the Company, Parent and Merger Sub and all Scheme Participants, as applicable. (g) To the extent reasonably necessary, the Company and Parent shall delay or postpone the Company Shareholders’ Meeting and the Parent Stockholders’ Meeting, respectively, so that it can be finally determined in accordance with Section 2.04(a)(iv), Section 2.04(a)(vi) and/or this Section 2.06, as applicable, whether the Parent Specified Conditions or the Company Specified Conditions, as the case may be, have been satisfied. Notwithstanding anything to the contrary contained in this Agreement, solely in the event it is finally determined that the Parent Specified Conditions have not been satisfied in accordance with the foregoing, the Company Independent Board, the Company’s board of directors and/or any committee thereof shall be entitled to make a Company Adverse Recommendation Change set forth in clause (i) or (ii) of the definition thereof (or, solely with respect to such clauses, a Company Adverse Recommendation Change set forth in clause (vi) of the definition thereof).

Expert Determination. (a) Any Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 Clause 24.3 (Amicable SettlementSenior Management) may shall be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 Clause 24.4 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other PartyParty or Parties to the Technical Dispute, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties to the Technical Dispute shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days [*****] of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, upon the Independent Expert shall be appointed by request of any of the ICC Parties to the Technical Dispute, the International Chamber of Commerce ("ICC") International Centre for ADR shall appoint such Independent Expert in accordance with the ICC Rules for the Appointment of Experts and Neutrals of the International Chamber of CommerceNeutrals, subject to the provisions set forth in this Article 48.3 Clause 24.4 (Expert Determination). Within twenty one (21) days [*****] of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations proceedings and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days [*****] of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a caseIf the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days [*****] unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(aClause 24.4(a) (Expert Determination) within the time limit pursuant to Article 48.3(cClause 24.4(c) (Expert Determination), either a Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party Technical Dispute may give notice that the Technical Dispute is to be decided by the courts of England and Wales arbitration pursuant to Article 48.4 Clause 24.5 (CourtsArbitration), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall may only be binding challenged on the Parties until it is superseded by any decision grounds of (i) procedural unfairness, (ii) the Independent Expert materially departed from his instructions or award of the arbitral tribunal under Article 48.4 (Courts). (fiii) manifest error or fraud. A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other PartyParty or Parties to the Technical Dispute, with a copy to the Independent Expert, within thirty (30) days [*****] of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may shall be settled referred to arbitration pursuant to Clause 24.5 (Arbitration), provided such Party commences arbitration within [*****] from the date of the receipt by the courts other Party or Parties to the Technical Dispute of England and Wales pursuant to Article 48.4 (Courts)the notice of dissatisfaction. In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts arbitral tribunal under Article 48.4 Clause 24.5 (CourtsArbitration). If the arbitration is not commenced within such [*****], the Independent Expert's decision shall, in the absence of manifest error or fraud, be final and binding upon the Parties, notwithstanding the timely notice of dissatisfaction given by the dissatisfied Party. (gf) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (hg) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (ih) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator. (i) All proceedings (including all documents submitted in connection with such proceedings) before the Independent Expert shall be conducted in the English language and shall be kept confidential among the Parties and the Independent Expert. (j) Where there is any dispute about whether a Dispute constitutes a Technical Dispute, such dispute shall be resolved in accordance with Clause 24.5 (Arbitration).

Expert Determination. Subject to Clause 20.1 (aSenior Manager Discussion) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination by an Independent Expert under the terms of this Clause 20.3 ("Independent ExpertExpert Determination"). The Expert Determination process will be commenced by a Party delivering a notice to the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) pursuant to this Article 48.3 Business Days of the delivery of the written notice under Clause 20.3(b) (Expert Determination). The Party that requires a Technical Dispute to be submitted to , the Parties shall appoint an Independent Expert shall send a written notice to determine the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority47 to appoint the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to determine the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raisedDispute. In such a case, the Independent Expert The request shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given indicate the nature of the Technical Dispute. (d) If Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert fails shall in consultation with the Parties, decide upon the procedure to notify be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue an Expert Determination not later than forty-five (45) Business Days from the date of his decision with respect instruction and shall include the reasons for the decision. Subject to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(cClause 20.3(h) (Expert Determination), either the Expert Determination will be final and binding on the Parties. Subject to Clause 20.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, each Party may give by notice provided to the Independent other Party not later than twenty (20) Business Days following the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 20.4(a) (copying the other Party) requesting it to inform the Parties of its decision within fourteen Arbitration). Following twenty one (1421) Days from the date of such noticeissue of the Expert Determination, failing which such either Party may give notice that the Technical Dispute is apply to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision for reissuance of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise his determination in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to form of a final and binding arbitral award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Disputea sole arbitrator. The Independent Expert shall act re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 20.3 (Expert Determination) against any such arbitral award. Arbitration48 Unless resolved amicably or in the case of a Technical Dispute, by Expert Determination and subject to the requirements in Clause 20.1 (Senior Manager Discussions) (and Clause 20.3(a) (Expert Determination), all Disputes shall be finally settled49 by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.50 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat.51 The Governing Law shall also apply to this Clause 20.4 (Arbitration). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an expert arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the Installation Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and not as an arbitrator.its counterparty under any of the aforementioned agreements to allow for the resolution in a single arbitration of a related dispute raising common questions of law or fact under this Agreement.52

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant disputes which are referred to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR determined in accordance with the Rules for provisions of this clause. A reference in this clause to “the Appointment of Experts and Neutrals parties” shall be to the parties involved in the relevant dispute. The Expert shall be an independent member of the International Chamber appointed panel of Commerceexperts, subject to arbitrators, mediators and experts of the Agricultural Law Association, the Central Association of Agricultural Valuers or the Royal Institution of Chartered Surveyors appointed in accordance with the provisions set forth in of this Article 48.3 (Expert Determination)Part. Within twenty one (21) days of The parties shall agree on the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify agree with the additional period required, which period shall not exceed twenty one (21) days unless Expert the Parties agree otherwiseterms of their appointment. If the Parties parties are unable to agree on an Expert or the terms of their appointment within fourteen days of either party serving details of a suggested expert on the other, either party shall then be entitled to such additional time, request that the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature Chair of the Technical Dispute. (d) If Agricultural Law Association appoints a suitable Expert and agrees with the Independent Expert fails the terms of appointment. The Expert is required to notify the Parties of his prepare a written decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may including reasons and give notice to the Independent Expert (copying the other Partyincluding a copy) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with parties within a copy maximum of three months of the matter being referred to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant . The parties are entitled to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties make submissions to the Technical Dispute in equal shares, unless Expert and will provide (or procure that others provide) the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in with such assistance and documents as the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures reasonably requires for the resolution purpose of the Technical Disputereaching a decision. The Independent parties shall with reasonable promptness supply each other with all information and give each other access to all documentation and personnel as the other reasonably requires to make a submission under this clause. The Expert shall act as an expert and not as an arbitrator.. The Expert shall determine the dispute. The Expert may award interest as part of their decision. The Expert's written decision on the matters referred to them shall be final and binding on the parties in the absence of manifest error or fraud. The parties shall each bear their own costs in relation to the reference to the Expert. The Expert's fees and any costs properly incurred by the Expert in arriving at a determination (including any fees and costs of any advisers appointed by the Expert) shall be borne by the parties equally or in such other proportions as the Expert shall direct All matters concerning the process and result of the determination by the Expert shall be kept confidential among the parties and the Expert. Each party shall act reasonably and co-operate to give effect to the provisions of this clause and otherwise do nothing to hinder or prevent the Expert from reaching their determination. Clause Name: Reporting Purpose: Explains the reporting process for reporting project progress to the buyer

Expert Determination. (a) Any 3.1 If the Parties are unable to settle the Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)through mediation, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by then either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a may give written notice to the other PartyParty within 10 Business Days of closure of the failed mediation of its intention to refer the Dispute to expert determination. The Expert Determination Notice must include a brief statement of the issue or issues which it is desired to refer, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider the expertise required in the expert, and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")solution sought. (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. 3.2 If the Parties fail have agreed upon the identity of an expert and the expert has confirmed in writing his readiness and willingness to designate embark upon the Independent Expert within the time period stipulated aboveexpert determination, the Independent Expert then that person shall be appointed by as the ICC International Centre for ADR in accordance with Expert. 3.3 Where the Rules Parties have not agreed upon an expert, or where that person has not confirmed his willingness to act, then either Party may apply to CEDR for the Appointment appointment of Experts and Neutrals an expert. The request must be in writing, accompanied by a copy of the International Chamber of Commerce, subject Expert Determination Notice and the appropriate fee and must be copied simultaneously to the provisions set forth other Party. The other Party may make representations to CEDR regarding the expertise required in this Article 48.3 (the expert. The person nominated by CEDR will be appointed as the Expert. 3.4 The Party serving the Expert Determination). Within twenty one (21) days Determination Notice must send to the Expert and to the other Party within 5 Business Days of the appointment of the Independent ExpertExpert a statement of its case including a copy of the Expert Determination Notice, the Parties shall submit Contract, details of the circumstances giving rise to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect Dispute, the reasons why it is entitled to the solution sought, and the evidence upon which it relies. The statement of case must be confined to the issues raised in dispute. Such Position Notice shall include supporting documentation, if appropriatethe Expert Determination Notice. (c) 3.5 The Independent Party not serving the Expert shall complete all deliberations Determination Notice must reply to the Expert and issue his the other Party within 5 Business Days of receiving the statement of case, giving details of what is agreed and what is disputed in the statement of case and the reasons why. 3.6 The Expert must produce a written decision with reasons within 30 Business Days of receipt of the statement of case referred to in paragraph 1.9, or any longer period as is agreed by the Parties after the Dispute has been referred. 3.7 The Expert will have complete discretion as to how to conduct the expert determination, and will establish the procedure and timetable. 3.8 The Parties must comply with regard any request or direction of the Expert in relation to the Technical Dispute as promptly as reasonably possibleexpert determination. 3.9 The Expert must decide the matters set out in the Expert Determination Notice, but in together with any event other matters which the Parties and the Expert agree are within thirty (30) days the scope of the date on which both Position Notices are submitted, unless the Independent expert determination. The Expert reasonably determines that additional time is required must send his decision in order to give adequate consideration writing simultaneously to the issues raisedParties. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Within 5 Business Days from following the date of such notice, failing which such Party may give notice that the Technical Dispute is decision the Parties must provide the Expert and each other with any requests to be decided by correct minor clerical errors or ambiguities in the courts of England decision. The Expert must correct any minor clerical errors or ambiguities at his discretion within a further 5 Business Days and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration send any revised decision simultaneously to the Technical Dispute and shall not issue a decisionParties. (e) 3.10 The Parties must bear their own costs and expenses incurred in the expert determination and are jointly liable for the costs of the Expert. 3.11 The decision of the Independent Expert shall be binding is final and binding, except in the case of fraud, collusion, bias, or material breach of instructions on the Parties until it is superseded by any decision or award part of the arbitral tribunal under Article 48.4 Expert at which point a Party will be permitted to apply to Court for an Order that: 3.11.1 the Expert reconsider his decision (Courtseither all of it or part of it); or 3.11.2 the Expert’s decision be set aside (either all of it or part of it). (f) A 3.12 If a Party wishing does not abide by the Expert’s decision the other Party may apply to challenge the Independent Expert's decision must issue a written notice Court to enforce it. 3.13 All information, whether oral, in writing or otherwise, arising out of dissatisfaction or in connection with the decision to the expert determination will be inadmissible as evidence in any current or subsequent litigation or other Partyproceedings whatsoever, with a copy to the Independent Expertexception of any information which would in any event have been admissible or disclosable in any such proceedings. 3.14 The Expert is not liable for anything done or omitted in the discharge or purported discharge of his functions, within thirty (30) days except in the case of such Party's receipt fraud or bad faith, collusion, bias, or material breach of instructions on the part of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals 3.15 The Expert is appointed by to determine the Parties Dispute or the ICC International Centre for ADR as an Independent Expert shall be independent of Disputes between the Parties and shall his decision may not be experienced in comparable projects and have the expertise in the area relied upon by third parties, to which such Technical Dispute relates. (h) The Independent Expert whom he shall have the power to award costs as well as interest on any sums awarded as it deems appropriateno duty of care. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)Not used. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. Subject to Clause 36.1 (aSenior Management Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination ("by the Independent Expert") pursuant to Expert under the terms of this Article 48.3 (Expert Determination)clause. The Expert Determination process will be commenced by a Party that requires a Technical Dispute to be submitted to an Independent Expert shall send delivering a written notice to the other Party, specifying that such Party requesting an Expert Determination in respect of the Technical Dispute be submitted to Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 36.3(b) the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority43 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 36.3(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 36.3(h), the Expert Determination shall be appointed complied with promptly by the ICC International Centre for ADR Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in accordance with bad faith, either Party may by notifying the Rules for other Party not later than twenty (20) Business Days after the Appointment date of Experts and Neutrals issue of the International Chamber of Commercedetermination, subject to regard the provisions set forth in this Article 48.3 Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 36.4(a) (Expert DeterminationArbitration). Within Following twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Business Days from the date of such noticeissue of the Expert Determination, failing which such either Party may give notice that the Technical Dispute is apply to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision for reissuance of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise his determination in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to form of a final and binding arbitral award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Disputea sole arbitrator. The Independent Expert shall act as re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an expert arbitral award and not as an arbitratorfurther agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 36.3(h) against any such arbitral award.

Expert Determination. If the Parties, through the J-JSC or otherwise, are unable to agree on Minimum Sales Requirements, forecasts, issues regarding the ▇▇▇ ▇▇▇▇▇ Listing as provided in Section 5.8 and a material safety risk, either Party may submit such dispute to binding Expert Determination for resolution in accordance with the following provisions: (a) The submitting Party shall notify the other Party of its decision to initiate the Expert Determination proceeding pursuant to this Section 17.3.2 through written notice; (b) Within ten (10) days following receipt of such notice, the Parties shall use Commercially Reasonable Efforts to agree on an independent third party expert with at least ten (10) years of experience in a managerial position regarding the marketing, sales and distribution of pharmaceutical compounds or products, or if such dispute is with respect to the ▇▇▇ ▇▇▇▇▇ Listing, an independent third party expert with at least ten (10) years of experience in regulatory matters and direct experience negotiating or advising as an expert on matters related to the ▇▇▇ ▇▇▇▇▇ determination. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such ten (10)-day period, and the two experts so selected shall nominate one independent expert within ten (10) calendar days of their nomination. Such independent expert agreed by the Parties or nominated by the two experts nominated by the Parties shall be referred to as the “Presiding Expert”. No person nominated by a Party or appointed by the experts shall be entitled to act as the Presiding Expert unless such person satisfies the qualications set out above. Any Dispute arising person appointed or selected as the Presiding Expert in accordance with the above provisions shall be entitled to act as such expert provided that before accepting such appointment, the proposed Presiding Expert shall have fully disclosed in writing any interest or duty which conflicts or may conflict with the function under the appointment and/or may prejudice an opinion. No person shall, without the prior written agreement of both Parties, be appointed as expert who is, or has been, an employee of either Party or either Party’s Affiliate or who is, or has been, a consultant to or contractor of either Party or either Party’s Affiliate or who holds any financial interest in either Party or either Party’s Affiliate. No person shall be appointed as a Presiding Expert who has not agreed to hold in confidence any and all information furnished by the Parties in connection with Articles 13 the dispute and the existence of the dispute and the outcome thereof; (Project Schedule c) Within ten (10) days of its appointment, the Presiding Expert shall set a date for the hearing, which date shall be no more than thirty (30) days after the date the Presiding Expert has accepted the appointment; (d) The Expert Determination shall be in an accelerated form; accordingly, at least fourteen (14) calendar days prior to the hearing, each Party shall provide the Presiding Expert with a proposed resolution, along with supporting documentation (each, a “Proposed Resolution”) to the issue in question. Such Proposed Resolution may be no more than thirty (30) pages, single spaced, single-sided (inclusive of any graphs or exhibits, and Hold-points) or 14 (Variation Ordersecondary materials), and must clearly provide and identify the Party’s position with respect to the disputed matter(s) (a "Technical Dispute"“Position”) that is not resolved pursuant to Article 48.2 and shall be written in the English language; (Amicable Settlemente) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (After receiving both Parties’ Proposed Resolutions, the Presiding Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice will distribute each Party’s Proposed Resolution to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute . Seven (a "Technical Dispute Submission"). (b7) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) calendar days in advance of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR hearing (described in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 clause (Expert Determinationf) below). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Presiding Expert and exchange response briefs of no more than ten (10) pages, with the same rules applied as to the Proposed Resolution. The Parties’ Proposed Resolution and responsive briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence, subject to the page limits. Neither Party may have any other communications (either written or oral) with the Presiding Expert other than for the sole purpose of engaging the Presiding Expert or as expressly permitted in this Section 17.3.2; (f) The hearing shall consist of a notice one (a "Position Notice"1) setting forth day hearing of no longer than eight (8) hours, such Party's position time to be split equally between the Parties, in respect the form of presentations by counsel and/or employees and officers of the issues Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs. The Presiding Expert shall determine whether to hold the meeting in dispute. Such Position Notice person, in which case it will be held in Tokyo, Japan or by video or teleconference and all hearings and meetings shall include supporting documentation, if appropriate.be conducted in the English language; (cg) The Independent No later than ten (10) calendar days following the hearing, the Presiding Expert shall complete all deliberations and issue his decision with reasons with regard to or her written decision. The Presiding Expert shall take into due consideration each Party’s Position and changes in the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days market environment of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert Product but shall be under no obligation to select one Party’s Proposed Resolution as his or her decision. The Presiding Expert’s decision shall be final and binding on the Parties until it is superseded and the written decision by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge Presiding Expert shall constitute a binding agreement between the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute Parties that may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced enforced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwiseaccordance with its terms. Each Party shall bear its own costs and expenses in connection with such Expert Determination, and shall share equally the experts’ fees and expenses; (h) The violation of participating one of the time limits prescribed in this Section 17.3.2 by the expert determination process (including shall not affect the costs of its advisors or consultants).expert’s competence to decide on the subject matter, and shall not affect the final and binding decision rendered by the expert, unless otherwise agreed by the Parties; and (i) The Independent above Expert will determine its own procedures for Determination shall be the resolution exclusive and binding remedy of either Party if the Technical Dispute. The Independent Parties cannot agree on those matters designated in this Agreement as being subject to Expert shall act as an expert and not as an arbitratorDetermination, with the exception of Section 12.5 regarding material safety risk.

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)If the parties are to resolve a dispute through Expert determination, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to then the parties shall first agree on the appointment of an expert for determination ("Independent independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to To the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide extent the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek parties are unable to agree on a designated Independent the Expert within fourteen (14) 10 working days of either party giving written notice that it intends to refer the date of the relevant Technical Dispute Submission. If the Parties fail dispute to designate the Independent an Expert within the time period stipulated abovefor determination, the Independent then an Expert shall be appointed in relation to a dispute which relates to any aspect of the technology underlying the Services or which is otherwise of a scientifically technical nature, by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals Primary Healthcare Specialist Group of the International Chamber of CommerceBritish Computer Society (or such association understood by the parties to have replaced it); or in relation to any other dispute, subject to by an appropriate professional body or, if this cannot be agreed, by the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days Chairman of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts Law Society of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Wales. The Expert appointed shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding act on the Parties until it is superseded by any decision or award of following basis: the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.arbitrator and shall act fairly and impartially the Expert's determination shall, in the absence of material failure by the Expert, be final and binding on the parties; and the Expert shall decide the procedure to be followed in the determination (including but not limited to whether further expert evidence is to be provided by the parties or obtained independently by the Expert) and shall be requested to make their determination in writing within 25 working days after their appointment or as soon as reasonably practical thereafter. The parties shall provide such documentation and/or information as the Expert shall require for the purposes of the determination. Any amount payable by one party to another as a result of the Expert's determination shall be due and payable within 20 working days of the Expert's determination being notified by the parties. The process shall be conducted in private and shall be confidential. The Expert shall determine how and by whom the costs of the determination, including the fees and expenses of the Expert are to be paid. The parties shall continue to comply with the terms of this Agreement during the determination of the dispute. Force Majeure Neither the CCG nor the Practice shall have any liability to the other for non-performance of its obligations to the extent that this is as a result of a Force Majeure Event, provided the party claiming relief notifies the other party of the event in writing as soon as reasonably practicable. For the purposes of these terms, a Force Majeure Event means: war, civil war, armed conflict or terrorist attack arising within and affecting the United Kingdom; or nuclear, chemical or biological contamination of the CCG's, Supplier’s or Practice's property arising from any of the events as set out in (a) above; or fire and explosion; or an act of God which includes all uncontrollable natural forces and natural disasters including flood, avalanche, storms, unforeseeable accidents or equipment failure which are not the fault of the party relying upon such circumstances but shall specifically exclude any industrial action and any acts or omissions of any employees in the course of their employment or consultants in the course of their engagement; or

Expert Determination. (a) Any 3.1 If the Parties are unable to settle the Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)through mediation, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by then either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a may give written notice to the other PartyParty within 10 Business Days of closure of the failed mediation of its intention to refer the Dispute to expert determination. The Expert Determination Notice must include a brief statement of the issue or issues which it is desired to refer, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider the expertise required in the expert, and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")solution sought. (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. 3.2 If the Parties fail have agreed upon the identity of an expert and the expert has confirmed in writing his readiness and willingness to designate embark upon the Independent Expert within the time period stipulated aboveexpert determination, the Independent Expert then that person shall be appointed by as the ICC International Centre for ADR in accordance with Expert. 3.3 Where the Rules Parties have not agreed upon an expert, or where that person has not confirmed his willingness to act, then either Party may apply to CEDR for the Appointment appointment of Experts and Neutrals an expert. The request must be in writing, accompanied by a copy of the International Chamber of Commerce, subject Expert Determination Notice and the appropriate fee and must be copied simultaneously to the provisions set forth other Party. The other Party may make representations to CEDR regarding the expertise required in this Article 48.3 (the expert. The person nominated by CEDR will be appointed as the Expert. 3.4 The Party serving the Expert Determination). Within twenty one (21) days Determination Notice must send to the Expert and to the other Party within 5 Business Days of the appointment of the Independent ExpertExpert a statement of its case including a copy of the Expert Determination Notice, the Parties shall submit Contract, details of the circumstances giving rise to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect Dispute, the reasons why it is entitled to the solution sought, and the evidence upon which it relies. The statement of case must be confined to the issues raised in dispute. Such Position Notice shall include supporting documentation, if appropriatethe Expert Determination Notice. 3.5 The Party not serving the Expert Determination Notice must reply to the Expert and the other Party within five (c5) Business Days of receiving the statement of case, giving details of what is agreed and what is disputed in the statement of case and the reasons why. 3.6 The Independent Expert shall complete all deliberations and issue his must produce a written decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days Business Days of receipt of the date on which both Position Notices are submittedstatement of case referred to in paragraph 1.9, unless or any longer period as is agreed by the Independent Parties after the Dispute has been referred. 3.7 The Expert reasonably determines that additional time is required will have complete discretion as to how to conduct the expert determination, and will establish the procedure and timetable. 3.8 The Parties must comply with any request or direction of the Expert in order to give adequate consideration relation to the issues raisedexpert determination. 3.9 The Expert must decide the matters set out in the Expert Determination Notice, together with any other matters which the Parties and the Expert agree are within the scope of the expert determination. In such a case, the Independent The Expert shall state must send his decision in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice simultaneously to the Independent Expert Parties. Within five (copying the other Party5) requesting it to inform the Parties of its decision within fourteen (14) Business Days from following the date of such notice, failing which such Party may give notice that the Technical Dispute is decision the Parties must provide the Expert and each other with any requests to be decided by correct minor clerical errors or ambiguities in the courts of England decision. The Expert must correct any minor clerical errors or ambiguities at his discretion within a further 5 Business Days and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration send any revised decision simultaneously to the Technical Dispute and shall not issue a decisionParties. (e) 3.10 The Parties must bear their own costs and expenses incurred in the expert determination and are jointly liable for the costs of the Expert. 3.11 The decision of the Independent Expert shall be binding is final and binding, except in the case of fraud, collusion, bias, or material breach of instructions on the Parties until it is superseded by any decision or award part of the arbitral tribunal under Article 48.4 Expert at which point a Party will be permitted to apply to Court for an Order that: 3.11.1 the Expert reconsider his decision (Courtseither all of it or part of it); or 3.11.2 the Expert’s decision be set aside (either all of it or part of it). (f) A 3.12 If a Party wishing does not abide by the Expert’s decision the other Party may apply to challenge the Independent Expert's decision must issue a written notice Court to enforce it. 3.13 All information, whether oral, in writing or otherwise, arising out of dissatisfaction or in connection with the decision to the expert determination will be inadmissible as evidence in any current or subsequent litigation or other Partyproceedings whatsoever, with a copy to the Independent Expertexception of any information which would in any event have been admissible or disclosable in any such proceedings. 3.14 The Expert is not liable for anything done or omitted in the discharge or purported discharge of his functions, within thirty (30) days except in the case of such Party's receipt fraud or bad faith, collusion, bias, or material breach of instructions on the part of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals 3.15 The Expert is appointed by to determine the Parties Dispute or the ICC International Centre for ADR as an Independent Expert shall be independent of Disputes between the Parties and his decision may not be relied upon by third parties, to whom he shall be experienced have no duty of care. SEE SECTION C SEE SECTION C NOT APPLICABLE FOR THIS SERVICE 1. The headings in comparable projects and have the expertise in the area to which such Technical Dispute relatesthis Contract shall not affect its interpretation. (h) The Independent Expert shall have the power 2. References to award costs any statute or statutory provision include a reference to that statute or statutory provision as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties from time to the Technical Dispute in equal sharestime amended, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors extended or consultants)re-enacted. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute3. The Independent Expert References to a statutory provision shall act as an expert and not as an arbitratorinclude any subordinate legislation made from time to time under that provision.

Expert Determination. A Dispute between the Parties may be referred to an Expert where provided under the terms of this Charter, or otherwise agreed between the Parties, based on the following procedure: (a) Any Party may initiate an Expert reference under this Clause 34.3(a) in respect of a Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice proposing to the other PartyParty the appointment of an Expert. If the Expert has been appointed, specifying that such Technical Dispute be submitted but is unable or unwilling to an Independent complete the reference, another Expert who shall be designated to consider appointed. The Expert shall act as an expert and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")not an arbitrator. (b) The Parties shall discuss cooperate fully in the expeditious conduct of such Expert determination and seek provide the Expert with reasonable access to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated abovefacilities, the Independent Expert shall be appointed documents, information and personnel requested by the ICC International Centre for ADR Expert to make a fully informed decision in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent an expeditious manner as so directed by such Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete be and remain at all deliberations and issue his decision times wholly impartial, and, once appointed, the Expert shall have no ex parte communications with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days either of the date on which both Position Notices are submitted, unless Parties concerning the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to determination or the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical underlying Dispute. (d) If Before issuing a final decision, the Independent Expert fails to notify shall issue a draft report and allow the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decisioncomment on it. (e) The decision Expert shall endeavour to resolve the Dispute within ***** days (but no later than ***** days) after their appointment, taking into account the circumstances requiring an expeditious resolution of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts)matter in dispute. (f) A Party wishing to challenge the Independent The Expert's ’s decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may shall be settled by the courts of England final and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts)Parties. (g) All individuals appointed If the Expert decides that a sum is due and payable by one Party to the other Party then: (i) any such sum shall be due and payable within ***** days of receipt by the Parties or of written notice of such decision, unless the ICC International Centre for ADR as an Independent Expert decides otherwise; and (ii) interest shall be independent accrue at the Interest Rate in respect of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates.late payment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (h) The Independent fees of the Expert shall have and any other costs of and incidental to the power reference to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert determination shall be borne payable by the Parties to in such amounts and on such terms as the Technical Dispute Expert may determine (following the provisions of the Charter, where applicable) but, in the absence of any such determination, by the Parties in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. Before proceeding to arbitration or litigation of a Dispute, the parties may obtain a recommendation on the Dispute from an Expert. The Expert’s review will not be required as a prerequisite to arbitration or litigation where the matter in dispute has been previously considered by the Project Adjudicator or if the parties agree to waive the Expert’s review. If the parties agree on the Expert, the parties shall jointly appoint the Expert as soon as possible and, in any event, within 5 Business Days after delivery of the notice requiring that the Dispute be resolved by an Expert. If the parties fail to agree or jointly appoint the Expert within such 5 Business Day period, either party may apply to the Court of Queen’s Bench of Saskatchewan to appoint the Expert, in which case the court shall appoint the Expert at the earliest opportunity from the list of potential Experts submitted by the parties or, if either or both parties fail to submit their list of potential Experts within 7 Business Days, the court may appoint such person as the Expert who meets the requirements set out in this Schedule 6 for qualifications and experience of the Expert. The Expert will be appointed on a Dispute by Dispute basis, with each Expert having the qualifications and experience relevant to the issues in the particular Dispute for which the Expert is appointed. The Expert will participate in the Dispute as follows: (a) Any the Expert will conduct a review of the Dispute arising in connection the manner the Expert decides is most suitable, including on-site inspections and discussions with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission").any persons; (b) The Parties the parties will comply with all reasonable requests from the Expert for additional information and documents which the Expert considers necessary for the review, provided that any information given to the Expert by a party will be given to the other party and all information disclosed in accordance with this Section 2.4(b) shall discuss be deemed Confidential Information; (c) the Expert may, with the written approval of the parties, retain others to assist with the review; (d) the Expert will deliver to the parties a brief written recommendation on the Dispute within 10 Business Days of referral to the Expert or such longer period as agreed to in writing by both parties; (e) unless otherwise agreed by the parties, a recommendation of an Expert is not binding on the parties, and seek an Expert’s review will be sought only for the purpose of assisting the parties to agree reach agreement with respect to the Dispute; (f) an Expert who has rendered a recommendation on a designated Independent Expert within fourteen (14) days Dispute may not be retained by either party and may not be called by either party to give evidence with respect to the Dispute in any subsequent arbitration or court proceeding to resolve the Dispute, nor will either party refer to or enter into evidence the recommendation of the date Expert in such proceeding, unless required by Applicable Law; and (g) the City and Project Co will agree to release and indemnify the Expert in respect of certain claims provided the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR has acted in good faith and in accordance with the Rules for agreement among the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwiseparties. Each Party party shall bear its own costs related to the process for resolution of participating in the expert determination process (including a Dispute by an Expert. In addition, the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorbe borne equally by the parties.

Expert Determination. (a) Any Dispute arising If Vendor and Purchaser are unable to resolve matters in connection with Articles 13 (Project Schedule and Hold-pointsdispute as contemplated in Section 3.3(c) or 14 3.4(c) within 15 days following the end of the Vendor’s Review Period or Vendor’s ICF Review Period, as the case may be, either Vendor or Purchaser may notify the other in writing that the dispute shall be referred for resolution by the Accounting Firm in which case the Accounting Firm shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Working Capital Statement or the final Interim Period Cash Flow Statement, as the case may be, requires adjustment. Notwithstanding Section 9.20, which shall not apply to this Section 3.5, any dispute arising pursuant to Section 3.3(c) or 3.4(c) referred to the Accounting Firm in accordance with this Section 3.5 shall be resolved in accordance with the following: (Variation Orderi) The Accounting Firm shall act as an expert (and not as an arbitrator) in making its determination (the “Expert Determination”). Any applicable law relating to arbitration shall not apply to the Accounting Firm or to the Expert Determination or the procedure by which the Expert Determination is reached. For the avoidance of doubt, the Expert Determination shall not be referable to arbitration pursuant to Section 9.20. (ii) Within 5 Business Days of receiving the Accounting Firm’s written confirmation and acknowledgement of its appointment to act as expert in the Expert Determination, Vendor and Purchaser shall each prepare and deliver to the Accounting Firm: (A) a written statement (such statement not to exceed 10 pages) addressing the matters in dispute; and (B) any relevant supporting documents. Vendor and Purchaser shall at the same time deliver to the respective other Party copies of its materials provided to the Accounting Firm. (iii) The Accounting Firm shall be entitled to make a determination and issue its decision based only on the written statements and supporting documents received from Vendor and Purchaser. (iv) For the avoidance of doubt, there shall be no unilateral communications between either Vendor or Purchaser and the Accounting Firm at any time during the Expert Determination. (v) The Accounting Firm may obtain independent professional, legal and/or technical advice as it considers is reasonably required and it advises Vendor and Purchaser of its intention in advance of obtaining such assistance. (vi) Vendor and Purchaser shall request that the Accounting Firm make its determination within twenty (20) Business Days after the Accounting Firm has delivered to Vendor and Purchaser the Accounting Firm’s written confirmation and acknowledgement of its appointment to act as expert in the Expert Determination. Such determination shall be made in writing and shall include reasonable details regarding the reasons for the Accounting Firm’s determination. (vii) In resolving any disputed item, the Accounting Firm must not assign a value to that item greater than the greatest value for that item claimed by either Vendor or Purchaser or less than the smallest value for that item claimed by either Vendor or Purchaser. The Accounting Firm shall not have the jurisdiction to award any form of damages or costs or to award specific performance, injunctive relief or any other equitable relief, nor will the Accounting Firm have the authority to modify or amend, in any respect, the provisions of this Agreement or any related agreements. (viii) Vendor and Purchaser agree that subject to Subsections 3.5(a)(ix) and 3.5(a)(x) below, any Expert Determination decision of the Accounting Firm made in accordance with this Section 3.5 shall be deemed to be agreed to and to be conclusive, final and binding on Vendor and Purchaser and may, where permitted and following the expiry of the ten (10) day period referred to in Section 3.5(a)(x), be filed in any court of competent jurisdiction and enforced by Vendor or Purchaser as a final judgment of such court. (a "Technical Dispute"ix) Vendor or Purchaser may only challenge the Expert Determination decision of the Accounting Firm (A) for manifest error or fraud on the part of the Accounting Firm; (B) for failure by the Accounting Firm to disclose any relevant interest or duty which materially conflicts with its function as expert and/or which may prejudice the Expert Determination; or (C) by reason of the Accounting Firm having, in the Expert Determination, decided on any matter that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred not, by either Party to an expert for determination ("Independent Expert") pursuant to the terms of this Article 48.3 (Expert Determination)Section 3.5, expressly within the jurisdiction of the Accounting Firm. The Party that requires a Technical Dispute Notwithstanding Section 9.20 of this Agreement, any challenge permitted to be submitted to made in respect of an Independent Expert Determination decision of the Accounting Firm shall send be made in the court of competent jurisdiction sitting in Calgary, Alberta. (x) The Accounting Firm may, on its own initiative or at the written request of a written notice Party (which must also be given to the other Party) correct, specifying in a revised and replacement Expert Determination, any mathematical or typographical errors, in the Expert Determination, provided that no such Technical Dispute be submitted to an Independent Expert who correction shall be designated made unless it is made and the revised and replacement Expert Determination is delivered to consider the Parties within ten (10) days following the day upon which the Expert Determination decision was delivered to the Parties. (xi) For the avoidance of doubt: (A) Section 9.20 of this Agreement shall not apply to challenges to Expert Determination decisions; and decide (B) apart from challenges to Expert Determination decisions of the issues raised Accounting Firm and the resolution of the disputes provided for in Section 8.5 of the Litigation Support Agreement, Vendor and Purchaser do not submit to the jurisdiction of the Alberta courts for purposes of resolving any disputes or disagreements that may arise out of, pursuant to or in connection with this Agreement. (xii) Vendor and Purchaser will each pay one half of the fees and disbursements incurred by such Technical Dispute (a "Technical Dispute Submission")the Accounting Firm concerning any Expert Determination referred to the Accounting Firm. (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of Working Capital Statement or the date of final Interim Period Cash Flow Statement, as the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated abovecase may be, the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject revised to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit reflect any revisions as agreed to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred determined by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)Accounting Firm. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. ‌ (a) Any Dispute arising in connection with Articles 13 Either Party may, subject to clause 29.2 (Project Schedule and Hold-points) or 14 (Variation OrderResolution by the Senior Representatives), refer a Dispute to be determined by an Expert if either: (i) the Parties have agreed in writing that a "Technical Dispute") that Dispute is not resolved amenable to determination by an Expert pursuant to Article 48.2 clause 29.2(c); or (Amicable Settlementii) may the Dispute is an Expert Determination Dispute. Such referral shall be referred effected by either Party to giving a notice (an expert for determination ("Independent ExpertExpert Determination Notice") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party. An Expert Determination Notice shall: (i) the nature and a brief description of the Dispute; (ii) details of where and when the Dispute has arisen; (iii) the nature of the relief, specifying determination, remedy or recourse sought; (iv) details of any other disputes of which the Party is aware that such Technical Dispute may be submitted consolidated or joined; and (v) a proposal as to an Independent the identity of the Expert, and terms of reference, of the Expert who shall be designated and the relevant expertise that the referring Party considers qualifies the Expert to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission")relevant Expert Determination Dispute. (b) The Party receiving the Expert Determination Notice (Respondent) shall, within [a period to be determined] of service of the Expert Determination Notice, notify the other Party (Claimant) whether or not it is willing to appoint the Expert proposed by the Claimant. If the Respondent does not agree with the Claimant's proposal, the Respondent must propose an alternative Expert for consideration by the Claimant. If the Parties shall discuss and seek have failed to agree on a designated Independent the appointment of the Expert within fourteen (14) days [a period to be determined] of the date of the relevant Technical Dispute Submission. If Expert Determination Notice (or such other period as the Parties fail to designate may agree), any Party may request that the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules LCIA, which shall be requested to choose a suitably qualified and experienced Expert for the Appointment of Experts and Neutrals of Dispute in question, whose appointment shall be binding on the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriateParties. (c) The Independent Within [a period to be determined] of receipt of the proposed appointment or nomination, the Expert shall complete all deliberations and issue his decision with reasons with regard confirm its appointment in writing to the Technical Dispute as promptly as reasonably possible, but in any event within thirty Parties stating: (30i) days its willingness and availability to act; and (ii) that the Expert has no conflict of interest which prevents it from determining the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If Within [a period to be determined] of the Independent Expert fails having agreed to notify act, the Parties of his decision with respect to any Technical Claimant shall refer the Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert by sending a report on the Dispute to the Expert and to the Respondent. The report shall include the following: (copying i) the other Party) requesting it to inform subject matter of the Parties of its decision within fourteen (14) Days from Dispute and the date of such notice, failing which such Party may give notice that the Technical Dispute is issues to be decided by resolved; (ii) the courts position the Claimant believes is correct and the Claimant's reasons for that position; (iii) copies of England all the documents the Claimant considers to be important and Wales pursuant to Article 48.4 relevant; (Courts)iv) a statement of the determination, whereupon remedy or recourse the Independent Expert shall give no further consideration to Claimant seeks; and (v) details of any other disputes of which the Technical Dispute and shall not issue a decisionParty is aware that may be consolidated or joined. (e) The decision of date on which the Independent Expert and the other Party receive the Claimant's submission shall be binding on the Parties until it is superseded by any decision or award Date of the arbitral tribunal under Article 48.4 (Courts)Referral. (f) A Party wishing to challenge the Independent Expert's decision must issue The Respondent may, but is not obliged to, submit a written notice of dissatisfaction with the decision response to the other Party, with Expert and copies of any documents on which the Respondent intends to rely within [a copy period to the Independent Expert, within thirty (30) days of such Party's receipt be determined] of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts Date of England and Wales pursuant to Article 48.4 Referral (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award Date of the courts under Article 48.4 (CourtsResponse). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent The Expert shall reach a decision within [a period to be independent determined] of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relatesDate of Response. (h) The Independent Expert In determining any Dispute referred to the Expert, the Expert: (i) shall have act fairly and impartially; (ii) shall establish the power timetable and procedure for the expert determination; (iii) shall take the initiative in ascertaining the facts and the law; (iv) shall reach its decision in accordance with the applicable laws in relation to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred the Dispute referred to the Expert; (v) if requested by one of the Independent Expert Parties, shall provide reasons for its decision, which shall be borne by the Parties communicated to the Technical Dispute in equal shares, unless Parties; and (vi) shall not be entitled to amend the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs Agreement as part of its advisors or consultants)determination. (i) The Independent Arbitration ▇▇▇ ▇▇▇▇ and the law relating to arbitrators and arbitrations shall not apply to the Expert will or its decision or the procedure by which the Expert reaches its decision. (j) In determining any Dispute referred to the Expert for a decision the Expert at its sole and absolute discretion shall take the initiative in ascertaining the facts and the law as the Expert considers necessary in respect of the referral which may include: (i) considering any written representations, statements and experts' reports submitted to the Expert by the Parties; (ii) instructing an expert and/or taking Counsel's opinion as to any matter raised in the Dispute, but the Expert shall not be entitled to delegate any decision to such expert or Counsel; and (iii) opening up, reviewing and revising any opinion, assessment, certificate, instruction, determination or decision of whatsoever nature given or made under the Agreement provided that the Expert may not in so doing purport to decide any matter excluded from this Expert Determination Procedure. (k) The Expert shall not be liable for anything done or omitted in the discharge or purported discharge of its functions as Expert unless such act or omission is in bad faith, and any employee, agent or adviser of the Expert shall be similarly protected from liability. (l) If the Expert is at any time unable or unwilling to act or fails to come to a decision within the specified time allowed, either Party may proceed to seek the appointment of a replacement Expert as if the Expert Determination Notice had just been served. (m) The replacement Expert shall be authorised to determine any Dispute which was submitted to the Expert's predecessor but which the Expert's predecessor had not decided at the time when the Expert's predecessor became unable or unwilling to act. (n) The Expert's decision shall be final and binding upon the Parties. (o) If either Party does not comply with the decision of the Expert, the other Party may take proceedings in the English Courts to secure enforcement of the decision. (p) The Expert may, in its determination, provide that one or other or both of the Parties pay the Expert's fees and each other's legal costs in such proportions as the Expert may specify on the general principle that costs should reflect the Parties' relative success and failure in the expert determination. In the absence of such a direction, each Party shall bear its own procedures for legal costs and the resolution fees and expenses of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorbe paid in equal shares by the Parties.

Expert Determination. (a) 17.8.1 Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may by mediation shall be referred by either Party to an expert Expert for determination ("Independent Expert") pursuant in accordance with the following provisions of this Clause 17.8. 17.8.2 The Expert will be the person agreed by the parties to this Article 48.3 (Expert Determination)determine the Dispute. The Party that requires a Technical Dispute to parties agree that: (a) the Expert will be submitted to an Independent Expert shall send a written notice to the other Partyperson with the most relevant qualifications, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider experience and decide training in respect of the issues raised by such Technical Dispute (a "Technical Dispute Submission").subject matter of the dispute; and (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days be wholly independent of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate.Constituent Authorities; and (c) The Independent if the Constituent Authorities are unable to agree on the identity of the Expert to be appointed or of the appropriate body to appoint the Expert, within 20 Business Days of the Mediation End Date, the President for the time being of the Chartered Institute of Arbitrators shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event appoint such Expert within thirty (30) days of any application for such appointment by either party taking into account the date requirements of Clauses (a) and (b). 17.8.3 Where the parties agree on which both Position Notices are submittedan appointing body, unless or in default the Independent Expert reasonably determines that additional time Chartered Institute of Arbitrators is required in order to give adequate consideration appoint the Expert, either party may make a written representation with respect to the issues raisedpreferred identity and characteristics of the proposed Expert and a copy of such representation shall be supplied simultaneously to the other party. In such a caseThe appointing body shall have absolute discretion as to the identity of the Expert to be appointed. 17.8.4 Within 5 Business Days of his appointment, the Independent Expert will establish the procedural rules to be applied to the determination which must accord with the following: (a) Each party will be entitled to make submissions to the Expert and supply the Expert with relevant data and information. (b) Communications from a party to the Expert or from the Expert to a party shall state in writing his reasons for believing that additional be copied to the other party at the same time and by the same method. (c) The Expert will be entitled to make site visits or inspections as he considers is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Disputenecessary or appropriate. (d) If The Expert may make such enquiries and require such information from both the Independent Expert fails to notify parties as may be necessary for determining the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decisionmater before him. (e) The decision of the Independent Expert shall be binding on not take into consideration any document or statement which has not been made available to the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts)other party for comment. (f) A Party wishing to challenge The Expert shall have the Independent Expert's decision must issue a written notice same powers of dissatisfaction with subpoena and discovery as enjoyed by an arbitrator appointed under the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts)Arbitration Act 1996. (g) All individuals appointed by The Expert may in his absolute discretion, determine whether a hearing is necessary in order to resolve the Parties or dispute and in such event shall give appropriate instructions to the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relatesparties. (h) Any failure by a party to respond to any request or direction by the Expert shall not invalidate the Expert’s determination. (i) The Independent Expert must give his determination in writing with reasons within 60 Business Days of his appointment or such other period as the parties may agree. He may, but will not be bound to, give the parties a draft of his determination in which case he will allow time for the parties to make comments on the draft before the determination is finally issued. 17.8.5 Unless the parties otherwise agree, the Expert shall give reasons for his decision. The parties shall forthwith give effect to the decision. The Expert’s decision shall be binding on both parties unless and until revised, cancelled or varied by the Courts of England and Wales in proceedings commenced pursuant to Clause 17.8.14. 17.8.6 The Expert’s costs of any reference shall be borne as the Expert shall specify or, in default, equally by the parties. Each party shall bear its own costs arising out of the reference, including legal costs and the costs and expenses of any witnesses. 17.8.7 The Expert shall be deemed not to be an arbitrator but shall render his decision as an Expert and the provisions of the Arbitration Act 1996 and the law relating to arbitration shall not apply to the Expert or his determination or the procedure by which he reached his determination. 17.8.8 The Expert shall act impartially and may take the initiative in ascertaining the facts and the law. The Expert may consult with third party advisors who are wholly independent of the Constituent Authorities. In particular either party may require the Expert to consult with an advisor who is a particular expert in the matters relevant to the dispute and the costs of that consultation shall be treated as part of the Expert's costs for the purposes of Clause 17.8.6. 17.8.9 The Expert shall have the power to award costs open up, review and revise any opinion, certificate, instruction, determination or decision of whatever nature given or made under this Agreement. 17.8.10 All information, data or documentation disclosed or delivered by a party to the Expert in consequence of or in connection with his appointment as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne treated as confidential. The Expert shall not, save as permitted by under this Agreement, disclose to any person or company any such information, data or documentation and all such information, data or documentation shall remain the Parties property of the party disclosing or delivering the same and all copies shall be returned to such party on completion of the Technical Dispute Expert’s work. 17.8.11 The Expert is not liable for anything done or omitted in equal shares, the discharge or purported discharge of his functions as Expert unless the Independent act or omission is in bad faith. Any employee or agent of the Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)is similarly protected from liability. (i) 17.8.12 The Independent Expert will determine its own procedures for may be called as a witness in any subsequent proceedings concerning the resolution of the Technical Dispute. The Independent Expert shall not be entitled to act as an expert advisor to either party in any subsequent proceedings without the other party's prior written consent. 17.8.13 If the Expert dies or is otherwise unable to act, or if after a period of 15 Business Days following the date on which a determination by the Expert is due under this clause, the Expert has not rendered a decision, a new Expert may at the request of either party be appointed (in accordance with the procedures in this clause) and the appointment of the previous Expert will cease. If no second appointment is made or if the second Expert dies or is otherwise unable to act, or if after a period of 15 Business Days following the date on which a determination by the second Expert is due under this clause, the second Expert has not as an arbitratorrendered a decision, either party may refer the matter for determination to the Courts of England and Wales. 17.8.14 If: (a) either party is dissatisfied with or otherwise wishes to challenge the Expert’s decision made in accordance with Clause 17.8 (Expert Determination); (b) either party is entitled to apply to the Courts under Clause 17.8.13 ; or (c) both parties agree, then either party may (within 20 Business Days (time being of the essence) of receipt of the Expert's decision, where appropriate) notify the other party in writing of its intention to refer the dispute for determination to the Courts of England and Wales. Any dispute in which such a notification is given shall be finally determined by the Courts of England and Wales. 17.8.15 Where a matter is referred to the Courts of England and Wales, the Courts shall have power to open up, review and revise any opinion, certificate, instruction, determination or decision given or made under the Agreement and to vary or cancel the decision of the Expert. 17.8.16 Neither of the Constituent Authorities shall not allow the Service Provider and/or any sub-contractor access to any document relevant to the issues in dispute between them save where the Service Provider and/or has first delivered a written undertaking from the addressed to the each Council that they shall not use any such document otherwise than for the purpose of the dispute resolution proceedings under this Agreement and that they shall not disclose such documents or any information contained therein to any third party other than the Expert or the Courts or any professional adviser engaged by the Service Provider and/or sub- contractor to advise in connection with the dispute.

Expert Determination. (a) Any 3.1 If the Parties are unable to settle the Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)through mediation, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by then either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a may give written notice to the other PartyParty within 10 Business Days of closure of the failed mediation of its intention to refer the Dispute to expert determination. The Expert Determination Notice must include a brief statement of the issue or issues which it is desired to refer, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider the expertise required in the expert, and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")solution sought. (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. 3.2 If the Parties fail have agreed upon the identity of an expert and the expert has confirmed in writing his readiness and willingness to designate embark upon the Independent Expert within the time period stipulated aboveexpert determination, the Independent Expert then that person shall be appointed by as the ICC International Centre for ADR in accordance with Expert. 3.3 Where the Rules Parties have not agreed upon an expert, or where that person has not confirmed his willingness to act, then either Party may apply to CEDR for the Appointment appointment of Experts and Neutrals an expert. The request must be in writing, accompanied by a copy of the International Chamber of Commerce, subject Expert Determination Notice and the appropriate fee and must be copied simultaneously to the provisions set forth other Party. The other Party may make representations to CEDR regarding the expertise required in this Article 48.3 (the expert. The person nominated by CEDR will be appointed as the Expert. 3.4 The Party serving the Expert Determination). Within twenty one (21) days Determination Notice must send to the Expert and to the other Party within 5 Business Days of the appointment of the Independent ExpertExpert a statement of its case including a copy of the Expert Determination Notice, the Parties shall submit Contract, details of the circumstances giving rise to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect Dispute, the reasons why it is entitled to the solution sought, and the evidence upon which it relies. The statement of case must be confined to the issues raised in dispute. Such Position Notice shall include supporting documentation, if appropriatethe Expert Determination Notice. (c) 3.5 The Independent Party not serving the Expert shall complete all deliberations Determination Notice must reply to the Expert and issue his the other Party within 5 Business Days of receiving the statement of case, giving details of what is agreed and what is disputed in the statement of case and the reasons why. 3.6 The Expert must produce a written decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days 30 Business Days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decisionstatement of case referred to in paragraph 1.9, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it or any longer period as is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed agreed by the Parties or after the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relateshas been referred. (h) 3.7 The Independent Expert shall will have the power complete discretion as to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties how to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in conduct the expert determination process (including determination, and will establish the costs of its advisors or consultants)procedure and timetable. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule In the event of any disagreement between the Parties regarding measurement and Hold-pointstesting as per Section 5.1(b) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant any other Dispute which the Parties agree to Article 48.2 (Amicable Settlement) may be referred by either Party submit to an expert for determination ("Independent Expert") pursuant in either case, a “Measurement Dispute”), the Parties hereby agree that such Measurement Dispute shall be resolved by an expert selected as provided in this Section 14.2. The expert is not an arbitrator of the Measurement Dispute and shall not be deemed to this Article 48.3 (Expert Determination)be acting in an arbitral capacity. The Party that requires a Technical Dispute to be submitted to desiring an Independent Expert expert determination shall send a written notice give the other Party to the other Party, specifying that such Technical Measurement Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days notice of the date of the relevant Technical Dispute Submissionrequest for such determination. If the Parties fail to designate the Independent Expert Measurement Dispute are unable to agree upon an expert within ten (10) days after receipt of the time period stipulated abovenotice of request for an expert determination, then, upon the request of any of the Parties to the Measurement Dispute, the Independent Expert AAA shall appoint such expert and shall administer such expert determination. The expert shall be appointed by and remain at all times wholly impartial, and, once appointed, the ICC International Centre for ADR in accordance expert shall have no ex parte communications with the Rules for the Appointment of Experts and Neutrals any of the International Chamber of Commerce, subject Parties to the provisions set forth Measurement Dispute concerning the expert determination or the underlying Measurement Dispute. The Parties to the Measurement Dispute shall cooperate fully in this Article 48.3 (Expert Determination)the expeditious conduct of such expert determination and provide the expert with access to all facilities, books, records, documents, information and personnel necessary to make a fully informed decision in an expeditious manner. Within twenty one (21) days of the appointment of the Independent ExpertBefore issuing a final decision, the expert shall issue a draft report and allow the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of Measurement Dispute to comment on it. The expert shall endeavor to resolve the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Measurement Dispute as promptly as reasonably possible, but in any event within thirty (30) days of (but not later than sixty (60) days) after his appointment, taking into account the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as requiring an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the expeditious resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratormatter in dispute.

Expert Determination. (a) Any Dispute 11.1 Where a Relevant Dispute: Expert Determination but for the avoidance of doubt no other dispute or claim arising out of or in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that this Deed is not settled by negotiation the parties will consider using alternative dispute resolution techniques prior to referral to an independent expert in accordance with clause 11.211.2. 11.2 In the event of any Relevant Dispute: Expert Determination arising between the parties to this Deed which has been identified in writing on paper by one party to the others and has not been resolved pursuant to Article 48.2 (Amicable Settlement) may within 20 Working Days such Relevant Dispute: Expert Determination shall be referred by either Party to an independent expert for determination ("Independent the “Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"”). (b) 11.3 The Parties Expert shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days have at least 10 years’ post-qualification experience in the subject matter of the date Relevant Dispute: Expert Determination and shall be agreed upon between the parties to the Relevant Dispute: Expert Determination or, if not agreed within 20 Working Days of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Relevant Dispute: Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR Determination having been identified in accordance with clause 11.211.2, then at the Rules request and option of any of the parties to the Relevant Dispute shall be nominated by or on behalf of the President for the Appointment of Experts and Neutrals time being of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriateRICS. (c) 11.4 The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorarbitrator and his costs (including those of his nomination) shall be at his discretion and payable according to his direction notwithstanding whether or not his decision on the Relevant Dispute: Expert Determination is in favour of the paying party. 11.5 For the avoidance of doubt the decision of the Expert shall be binding on the parties to the Relevant Dispute: Expert Determination except in the case of manifest error. 11.6 Unless otherwise agreed the Expert shall be appointed subject to an express requirement that he reaches his decision and communicates it to the parties within the minimum practicable timescale allowing for the nature and complexity of the Relevant Dispute: Expert Determination and in any event not more than 60 Working Days from the date of his appointment to act. 11.7 The Expert shall be required to give notice to each of the parties to the Relevant Dispute: Expert Determination inviting them to submit to him and each other within 20 Working Days of his appointment written submissions and supporting material and shall afford an opportunity for all parties to make counter submissions within a further 20 Working Days in respect of any such submission and material and his written decision with reasons shall be given to all parties to the dispute within 20 Working Days thereafter. 11.8 Nothing in this clause 1111 shall prevent any party from seeking recourse to the High Court or any other court in England of competent jurisdiction at any time, nor from exercising any right to take alternative action in relation to any matter other than a Relevant Dispute: Expert Determination.

Expert Determination. (a) Any If a Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved by the Senior Executives within fifteen (15) Business Days following receipt by a Party of the applicable Dispute Notice then, subject to the Expert’s obligations pursuant to Article 48.2 Section 4 of Schedule 5 (Amicable Settlement) Design and Plan Certification Process and Review Procedure), before proceeding to arbitration or litigation of a Dispute, the Parties may be referred by either Party to obtain a recommendation on the Dispute from an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party Expert’s review will not be required as a prerequisite to arbitration or litigation if the Parties agree to waive the Expert’s review. If the Parties agree on the Expert, the Parties shall jointly appoint the Expert as soon as possible and, in any event, within 5 Business Days after delivery of the notice requiring that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to resolved by an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionExpert. If the Parties fail to designate agree or jointly appoint the Independent Expert within such 5 Business Day period, either Party may apply to the time period stipulated aboveCourt of Queen’s Bench of Saskatchewan to appoint the Expert, in which case the court shall appoint the Expert at the earliest opportunity from the list of potential Experts submitted by the Parties or, if either or both Parties fail to submit their list of potential Experts within 7 Business Days, the Independent court may appoint such person as the Expert who meets the requirements set out in this Schedule 6 for qualifications and experience of the Expert. The Expert will be appointed on a Dispute by Dispute basis, with each Expert having the qualifications and experience relevant to the issues in the particular Dispute for which the Expert is appointed. The Expert will participate in the Dispute as follows: (a) the Expert will conduct a review of the Dispute in the manner the Expert decides is most suitable, including on-site inspections and discussions with any persons; (b) the Parties will comply with all reasonable requests from the Expert for additional information and documents which the Expert considers necessary for the review, provided that any information given to the Expert by a Party will be given to the other Party and all information disclosed in accordance with this Section 2.4(b) shall be appointed deemed Confidential Information; (c) the Expert may, with the written approval of the Parties, retain others to assist with the review; (d) the Expert will deliver to the Parties a brief written recommendation on the Dispute within 10 Business Days of referral to the Expert or such longer period as agreed to in writing by both Parties; (e) a recommendation of an Expert is not binding on the ICC International Centre Parties, and an Expert’s review will be sought only for ADR the purpose of assisting the Parties to reach agreement with respect to the Dispute; (f) an Expert who has rendered a recommendation on a Dispute may not be retained by either Party and may not be called by either Parties to give evidence with respect to the Dispute in any subsequent arbitration or court proceeding to resolve the Dispute, nor will either Party refer to or enter into evidence the recommendation of the Expert in such proceeding, unless required by Applicable Law; and (g) the City and Project Co will agree to release and indemnify the Expert in respect of certain claims provided the Expert has acted in good faith and in accordance with the Rules for agreement among the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwiseParties. Each Party shall bear its own costs of participating in the expert determination process (including for resolution of the Dispute by the Expert. In addition, the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorbe borne equally by the Parties.

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)If the parties are to resolve a dispute through Expert determination, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to then the parties shall first agree on the appointment of an expert for determination ("Independent independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to To the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide extent the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek parties are unable to agree on a designated Independent the Expert within fourteen (14) 10 working days of either party giving written notice that it intends to refer the date of the relevant Technical Dispute Submission. If the Parties fail dispute to designate the Independent an Expert within the time period stipulated abovefor determination, the Independent then an Expert shall be appointed appointed: in relation to a dispute which relates to any aspect of the technology underlying the Services or which is otherwise of a scientifically technical nature, by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals Primary Healthcare Specialist Group of the International Chamber of CommerceBritish Computer Society (or such association understood by the parties to have replaced it); or in relation to any other dispute, subject to by an appropriate professional body or, if this cannot be agreed, by the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days Chairman of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts Law Society of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Wales. The Expert appointed shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding act on the Parties until it is superseded by any decision or award of following basis: the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.arbitrator and shall act fairly and impartially; the Expert's determination shall, in the absence of material failure by the Expert, be final and binding on the parties; and the Expert shall decide the procedure to be followed in the determination (including but not limited to whether further expert evidence is to be provided by the parties or obtained independently by the Expert) and shall be requested to make their determination in writing within 25 working days after their appointment or as soon as reasonably practical thereafter. The parties shall provide such documentation and/or information as the Expert shall require for the purposes of the determination. Any amount payable by one party to another as a result of the Expert's determination shall be due and payable within 20 working days of the Expert's determination being notified by the parties. The process shall be conducted in private and shall be confidential. The Expert shall determine how and by whom the costs of the determination, including the fees and expenses of the Expert are to be paid. The parties shall continue to comply with the terms of this Agreement during the determination of the dispute. Force Majeure Neither the CCG nor the Practice shall have any liability to the other for non-performance of its obligations to the extent that this is as a result of a Force Majeure Event, provided the party claiming relief notifies the other party of the event in writing as soon as reasonably practicable. For the purposes of these terms, a Force Majeure Event means: war, civil war, armed conflict or terrorist attack arising within and affecting the United Kingdom; or nuclear, chemical or biological contamination of the CCG's, Supplier’s or Practice's property arising from any of the events as set out in (a) above; or fire and explosion; or an act of God which includes all uncontrollable natural forces and natural disasters including flood, avalanche, storms, unforeseeable accidents or equipment failure which are not the fault of the party relying upon such circumstances but shall specifically exclude any industrial action and any acts or omissions of any employees in the course of their employment or consultants in the course of their engagement; or

Expert Determination. Subject to Clause 22.2 (aSenior Manager Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination by the Independent Expert under this Clause 22.4 ("Independent Expert") pursuant to this Article 48.3 (Expert Determination"). The Expert Determination process will be commenced by a Party that requires a Technical Dispute to be submitted to an Independent Expert shall send delivering a written notice to the other PartyParty requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 22.4(b), specifying that such Technical Dispute be submitted to the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue its Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 22.4(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 22.4(h), the Expert Determination shall be appointed complied with promptly by the ICC International Centre Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for ADR arbitration under Clause 22.5 (Arbitration). Following twenty-one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for re-issuance of his determination in accordance with the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be re-issued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 22.5 (Arbitration), all Disputes shall be finally settled by international arbitration under the Rules for of the Appointment of Experts and Neutrals Arbitration of the International Chamber of Commerce, subject Commerce by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to the provisions set forth in this Article 48.3 Clause 22.5 (Expert DeterminationArbitration). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under Article 48.4 the Implementation Agreement, the Supply Agreement, the Installation Agreement, the O&M Agreement or any Finance Agreements7, if the arbitration proceedings raise common questions of law or fact. If two (Courts). (f2) A or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party wishing agrees that it may be joined to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to any arbitration proceedings between the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt Party and its counterparty under any of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant aforementioned agreements to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures allow for the resolution in a single arbitration of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.a related Dispute raising common questions of law or fact under this Agreement.8

Expert Determination. (a) Any If a relevant Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Orderis referred to expert determination under clause 11.3(e), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be will be: agreed between the Relevant Parties; or if not agreed within 10 Business Days of the notice provided under clause 11.3(e), appointed by the ICC International Centre National President (or acting National President for ADR the time being) of the Institute of Arbitrators and Mediators Australia. The expert determination process is to be administered in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Disputeclause 11.4. The Independent Expert shall will: act as an expert and not as an arbitrator; proceed in any manner the Independent Expert thinks appropriate without being bound to observe the rules of natural justice or the rules of evidence; take into consideration all documents, information and other material which the Relevant Parties give the expert including documents, information and material relating to the facts in dispute and to arguments and submissions upon the matters in dispute; not be expected or required to obtain or refer to any other documents, information or material, but may do so if the Independent Expert thinks it is appropriate; use the Independent Expert’s own expertise in forming the Independent Expert’s conclusions; and make a determination of the relevant Dispute within 15 Business Days from the acceptance by the Independent Expert of the appointment, or such extended period as the Relevant Parties may agree. The Relevant Parties agree and undertake to produce such information and documents as requested by the Independent Expert. The Independent Expert will disclose to the Relevant Parties any relationship or interest with the Relevant Parties or their respective officers, employees, contractors, consultants or agents who are involved in expert determination and any interest the Independent Expert has in the relevant Dispute. If the Independent Expert becomes aware of any circumstance which might reasonably be considered to adversely affect the Independent Expert’s capacity to act independently or impartially, the Independent Expert will immediately inform the Relevant Parties, in which case, Relevant Parties may require that the Dispute be referred to another expert for resolution. The determination of the Independent Expert must be in writing and will be final and binding on the Relevant Parties unless within 30 Business Days of receipt of the determination, a Relevant Party gives notice to the other Relevant Parties referring the matter to litigation. The Independent Expert will not be liable in respect of the expert determination, except in the case of fraud on the part of the Independent Expert. The Relevant Parties agree to release and indemnify the Independent Expert from and against all claims, except in the case of fraud on the part of the Independent Expert, which may be made against him or her by any person in respect of the Independent Expert appointment to determine the relevant Dispute. The Relevant Parties must bear their own costs in connection with the expert determination proceedings and must pay an equal portion of the cost of the Independent Expert.

Expert Determination. Subject to Clause 22.2 (aSenior Manager Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination by the Independent Expert under this Clause 22.4 ("Independent Expert") pursuant to this Article 48.3 (Expert Determination"). The Expert Determination process will be commenced by a Party that requires a Technical Dispute to be submitted to an Independent Expert shall send delivering a written notice to the other PartyParty requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 22.4(b), specifying that such Technical Dispute be submitted to the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority4 to appoint the Independent Expert to determine the Technical Dispute. The request shall indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue ITS Expert Determination not later than forty five (45) Business Days from the date of his instruction and shall include the reasons for the decision. Subject to Clause 22.4(h), the Expert Determination will be final and binding on the Parties. Subject to Clause 22.4(h), the Expert Determination shall be appointed complied with promptly by the ICC International Centre Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the other Party not later than twenty (20) Business Days after the date of issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for ADR arbitration under Clause 22.5 (Arbitration). Following twenty-one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for re-issuance of his determination in accordance with the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be re-issued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 22.5 (Arbitration), all Disputes shall be finally settled by international arbitration under the Rules for of the Appointment of Experts and Neutrals Arbitration of the International Chamber of Commerce, subject Commerce by one or more arbitrators appointed in accordance with the said Rules.6 The arbitration shall be conducted in the Arbitration Language. The seat or legal place of the arbitration shall be the Arbitration Seat. The Governing Law shall also apply to the provisions set forth in this Article 48.3 Clause 22.5 (Expert DeterminationArbitration). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under Article 48.4 the Implementation Agreement, the Supply Agreement, the Installation Agreement, the O&M Agreement or any Finance Agreements7, if the arbitration proceedings raise common questions of law or fact. If two (Courts). (f2) A or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party wishing agrees that it may be joined to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to any arbitration proceedings between the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt Party and its counterparty under any of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant aforementioned agreements to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures allow for the resolution in a single arbitration of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.a related Dispute raising common questions of law or fact under this Agreement.8

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") Referral to Independent Expert): Disputes that is not resolved pursuant to Article 48.2 (Amicable Settlement) arise between the parties may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice for resolution in accordance with this document upon the agreement of both parties to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission").do so (b) The Parties shall discuss and seek (Failure to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. Expert): If the Parties parties fail to designate agree on the Independent Expert within 5 Business Days of the time period stipulated abovedelivery of a Notice of Dispute, the then an Independent Expert shall will be appointed nominated by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals Chairperson of the International Chamber Institute of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriateMediators and Arbitrators Australia. (c) (Agreement): The agreed or nominated Independent Expert shall complete all deliberations and issue his decision must execute an agreement with reasons with regard to the Technical Dispute as promptly as reasonably possibleparties within 10 Business Days after the agreement on, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a caseor nomination of, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one accordance with paragraph (21a) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Disputeor (b) (as applicable). (d) (Referral): If the Independent Expert fails to notify so agreed or nominated executes an agreement in accordance with paragraph (c), then the Parties of his decision with respect to any Technical Dispute must be referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the that Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decisionfor determination. (e) The decision of (New independent expert): If the Independent Expert shall be binding on agreed or nominated does not, or either party does not, execute an agreement in accordance with paragraph (c), then the Parties until it is superseded by any decision parties must agree or award of nominate another independent expert in accordance with this Clause 15.3 (but the arbitral tribunal under Article 48.4 (Courtsparties will only have the opportunity to agree or nominate one further Independent Expert after the initial Independent Expert). (f) A Party wishing to challenge (Basis for determination): The Independent Expert will make its determination based upon: (i) the Notice of Dispute; (ii) the submissions provided by the parties which, unless the Independent Expert's decision Expert extends the time for delivery, must issue a written notice be delivered within 5 Business Days of dissatisfaction the Independent Expert signing the agreement referred to in paragraph (c); and (iii) any further information provided by the parties in accordance with any request by the decision to Independent Expert for further submissions, documents or information from either or both parties. (g) (Conference): After the other Party, with a copy Dispute has been referred to the Independent Expert, within thirty (30) days the Independent Expert may call and conduct a conference, or any number of such Party's receipt conferences, as the Independent Expert sees fit, between the parties, but will give the parties reasonable notice of the Independent Expert's decision, in which event matters to be addressed at any such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relatesconference. (h) (Representation): The Independent Expert shall have the power to award costs as well as interest on parties may be legally represented at any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)such conference. (i) (Privacy): All conferences will be held in private. (j) (Visit): The Independent Expert may visit the At-Grade Car Parking Bays and the parties will facilitate the Independent Expert's access to any of those areas. (k) (Timing): The Independent Expert must make a determination in connection with the Dispute by the earliest of: (i) within 10 Business Days after the last of the steps set out in paragraphs (a) to (j); or (ii) within 30 Business Days after receipt of submissions in accordance with paragraph (f)(ii). (l) (Not arbitrator): The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorarbitrator and may make a decision from his or her own knowledge and expertise. (m) (Final and binding): The determination of the Independent Expert will be final and binding on the parties, unless within 15 Business Days of the determination, a party notifies the other party that it intends to commence litigation to appeal the determination. (n) (Mistake): The Independent Expert may correct the determination by notice to the parties where its determination contains: (i) a clerical mistake or an error arising from an accidental slip or omission; or (ii) a material miscalculation of figures or a material mistake in the description of any person, thing or matter. (o) (Costs): The cost of the Independent Expert will be borne equally by each of the parties to the Dispute unless the determination is made against the party who issued the Notice of Dispute, in which case the Independent Expert may determine that that party will bear all or a greater proportion of the Independent Expert's costs in connection with that Dispute.

Expert Determination. Any expert determination of a Disputed Item must be conducted in accordance with the following provisions: (a) Any Dispute arising the expert must be one of KPMG or PwC: (i) who is not conflicted as a result of any existing relationship with either the Seller or the Buyer (unless otherwise agreed); and (ii) agreed between the parties or failing agreement between the parties within 10 Business Days after the referral to expert determination or in connection with Articles 13 the event that each of KPMG and PwC are conflicted, a person (Project Schedule and Hold-pointsor firm of accountants) or 14 (Variation Order)nominated by the Chief Executive Officer of the Australian Disputes Centre, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission").; (b) The Parties shall discuss and seek to agree on a designated Independent the Expert within fourteen (14) days of must make the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR determination in accordance with the Rules for the Appointment terms of Experts and Neutrals of the International Chamber of Commerce, subject this deed (which determination shall be limited to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit Disputed Items referred to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate.Expert); Share sale deed 41 (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an independent expert and not as an arbitrator; (d) the Expert must decide the procedure to be followed; (e) the Expert must make the determination within the shortest possible time but, in any event, within 20 Business Days after the date of appointment; (f) the Buyer and the Seller must provide the Expert with any information and assistance reasonably required by the Expert to determine the Disputed Items referred to the Expert; (g) all correspondence between a party and the Expert must be in writing and copied to the other parties; (h) the Buyer and the Seller must keep all information disclosed during the expert determination confidential; (i) the Expert must issue a written determination containing reasons; (j) the determination of the Expert will be final and binding in the absence of manifest error; and (k) the Buyer must pay the costs of the Expert, except where the difference between the Actual Adjustment Excess or Actual Adjustment Shortfall set out in the Completion Accounts after the decision of the Expert and the Actual Adjustment Excess or Actual Adjustment Shortfall set out in the Draft Completion Accounts is equal to or more than $125,000, and in that case the costs of the Expert must be paid by the Seller.

Expert Determination. (a) Any Dispute arising An Expert is a person appointed in connection accordance with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (to resolve an issue subject to Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")Determination in accordance with this Contract. (b) The Parties Whenever an issue is subject to Expert Determination, NOCAL and the Contractor shall discuss agree on the appointment of an independent Expert with the relevant qualifications and seek experience for the particular issue to be resolved by Expert Determination and shall agree on the terms of the Expert’s appointment. (c) If NOCAL and the Contractor are unable to agree on a designated Independent an Expert or the terms of the Expert’s appointment within fourteen twenty (1420) days of either NOCAL or the date Contractor serving details of a suggested expert and proposed terms of appointment on the relevant Technical Dispute Submission. If other, either of them shall then be entitled to request the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals Expertise of the International Chamber of Commerce, subject Commerce (the “Centre”) to the provisions set forth appoint an Expert in this Article 48.3 (Expert Determination). Within twenty one (21) days accordance with its Rules of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriateExpertise. (cd) The Independent Expert shall complete all deliberations is required to prepare a written decision and issue his give Notice (including a copy) of the decision with reasons with regard to NOCAL and the Technical Dispute as promptly as reasonably possible, but in any event Contractor within a maximum of thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration matter being referred to the issues raised. In Expert by NOCAL and the Contractor or such a case, further period as may reasonably be requested by the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify (if more than fifteen (15) days) agreed to by NOCAL and the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwiseContractor. If the Parties agree to such additional timeExpert is appointed by the Centre under the Centre’s Rules of Expertise, the Independent Expert time period in the previous sentence shall render his decision within such extended time period. In resolving a Technical Dispute, run from the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature establishment of the Technical DisputeExpert’s mission in accordance with such rules. (de) If the Independent Expert fails to notify dies or becomes unwilling or incapable of acting, or does not deliver the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to required by this Article 48.3(cthen: (i) (if NOCAL and the Contractor cannot agree on the discharge of such Expert Determination)and the appointment of a replacement Expert or if the original Expert was appointed by the Centre, then either Party NOCAL or the Contractor may give notice apply to the Independent Centre to discharge the Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided if appointed by the courts Centre) and to appoint a replacement Expert in accordance with the Rules of England and Wales pursuant to Expertise; and (ii) this Article 48.4 (Courts), whereupon the Independent Expert 31.9 shall give no further consideration apply to the Technical Dispute new Expert as if such Expert were the first Expert appointed. (f) All matters under this clause must be conducted and the Expert’s decision shall not issue be written in the English language. (g) NOCAL and the Contractor are each entitled to make submissions to the Expert, including oral submission if the Expert concludes that they will assist in reaching a determination, and each of them shall timely provide the Expert with such assistance and documents available to it as the Expert reasonably requires for the purpose of reaching a decision. (eh) The decision To the extent not provided for by this Article, the Expert may, in the exercise of reasonable discretion, determine such other procedures to assist with the conduct of the Independent determination as the Expert shall be binding on the Parties until it is superseded by any decision considers just or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) Each of NOCAL and the Contractor shall with reasonable promptness supply the other with all documents and other information and material available to it on which it relies in support of its position on the matter to be determined. (j) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator. The Expert’s written decision on the matters referred to the Expert shall be final and binding on the Parties in the absence of manifest error or fraud. (k) The costs in relation to the reference to the Expert shall be borne by the Contractor and shall constitute Petroleum Costs. (l) All matters concerning the process and result of the determination by the Expert shall be kept confidential among the Parties and the Expert. (m) Each of NOCAL and the Contractor shall act reasonably and co-operate to give effect to the provisions of this Article 31.9 and otherwise do nothing to hinder or prevent the Expert from reaching a determination.

Expert Determination. (a) Any Dispute arising 23.1 If any dispute arises between the parties in connection with Articles 13 this agreement which the parties are unable to resolve between themselves acting in good faith within 30 Business Days (Project Schedule and Hold-points) or 14 (Variation Orderthe "Dispute"), (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may then the Dispute shall, at the instance of any party, be referred to the determination by either Party to an independent expert for determination (the "Independent Expert") pursuant to the following provisions of this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")Clause. (b) 23.2 The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, the Independent Expert shall be appointed by agreement between the ICC International Centre for ADR parties within five (5) Business Days of receipt of written notice from any party to the other party calling upon the other party to agree to such appointment or, in accordance with default of such agreement and on the Rules request of any party, by the president for the Appointment time being of Experts The Royal Institution of Chartered Surveyors, who shall be requested to appoint as soon as possible following receipt of such request an Expert who is a surveyor qualified for at least ten (10) years and Neutrals who has suitable qualifications and experience to make such a determination. 23.3 The Expert's determination shall be made in writing as soon as reasonably possible and in any event not later than thirty (30) Business Days (or such other period of time as may be agreed between the International Chamber of Commerce, subject to the provisions set forth parties in this Article 48.3 (Expert Determination). Within twenty one (21writing) days of after the appointment of the Independent Expert, the Parties shall submit to the Independent . The Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue with his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing determination his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Disputeso determining. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) 23.4 The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitratorarbitrator and (save in the case of manifest error) the determination of the Expert shall be final and binding on the parties. 23.5 The Expert shall be entitled to obtain such independent professional and technical advice as he may reasonably require to assist him in determining the Dispute referred to him. 23.6 The fees, costs and expenses of the Expert shall be allotted between the parties in such manner as the Expert shall in his absolute discretion determine. 23.7 Within five (5) Business Days (or such other period of time as may be agreed between the parties in writing) of the Expert being appointed, the parties shall submit to the Expert all such information, data and submissions as are requested by the Expert, to enable the Expert to make a determination on the Dispute. The Expert shall, as one of the terms of his appointment, keep all such information, data and submissions confidential. 23.8 Any sum which the Expert awards to be paid by one party to another as a result of the Expert's decision shall be paid within thirty (30) Business Days of the Expert's decision to make such award and Clause 24 shall apply to any failure to pay on or before the expiry of that period.

Expert Determination. (a) Any 3.1 If the Parties are unable to settle the Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)through mediation, (a "Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by then either Party to an expert for determination ("Independent Expert") pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a may give written notice to the other PartyParty within 10 Business Days of closure of the failed mediation of its intention to refer the Dispute to expert determination. The Expert Determination Notice must include a brief statement of the issue or issues which it is desired to refer, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider the expertise required in the expert, and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission")solution sought. (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute Submission. 3.2 If the Parties fail have agreed upon the identity of an expert and the expert has confirmed in writing his readiness and willingness to designate embark upon the Independent Expert within the time period stipulated aboveexpert determination, the Independent Expert then that person shall be appointed by as the ICC International Centre for ADR in accordance with Expert. 3.3 Where the Rules Parties have not agreed upon an expert, or where that person has not confirmed his willingness to act, then either Party may apply to CEDR for the Appointment appointment of Experts and Neutrals an expert. The request must be in writing, accompanied by a copy of the International Chamber of Commerce, subject Expert Determination Notice and the appropriate fee and must be copied simultaneously to the provisions set forth other Party. The other Party may make representations to CEDR regarding the expertise required in this Article 48.3 (the expert. The person nominated by CEDR will be appointed as the Expert. 3.4 The Party serving the Expert Determination). Within twenty one (21) days Determination Notice must send to the Expert and to the other Party within 5 Business Days of the appointment of the Independent ExpertExpert a statement of its case including a copy of the Expert Determination Notice, the Parties shall submit Contract, details of the circumstances giving rise to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect Dispute, the reasons why it is entitled to the solution sought, and the evidence upon which it relies. The statement of case must be confined to the issues raised in dispute. Such Position Notice shall include supporting documentation, if appropriatethe Expert Determination Notice. (c) 3.5 The Independent Party not serving the Expert shall complete all deliberations Determination Notice must reply to the Expert and issue his the other Party within 5 Business Days of receiving the statement of case, giving details of what is agreed and what is disputed in the statement of case and the reasons why. 3.6 The Expert must produce a written decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days 30 Business Days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determination), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decisionstatement of case referred to in paragraph 1.9, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it or any longer period as is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed agreed by the Parties after the Dispute has been referred. 3.7 The Expert will have complete discretion as to how to conduct the expert determination, and will establish the procedure and timetable. 3.8 The Parties must comply with any request or the ICC International Centre for ADR as an Independent Expert shall be independent direction of the Parties and shall be experienced Expert in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties relation to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants)determination. (i) The Independent Expert will determine its own procedures for the resolution of the Technical Dispute. The Independent Expert shall act as an expert and not as an arbitrator.

Expert Determination. (a) Any Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order), (If sanofi pasteur is unable to demonstrate to Emergent’s reasonable satisfaction that a "Technical Dispute") that Programme Antigen is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by either Party to an expert for determination ("Independent Expert") being Developed as required pursuant to this Article 48.3 (Expert Determination). The Party that requires a Technical Dispute to be submitted to an Independent Expert Clause 5.12, Emergent shall send a written notice to notify sanofi pasteur and the other Party, specifying that such Technical Dispute be submitted to an Independent Expert who shall be designated to consider and decide the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss appoint an independent expert with expertise in the field of vaccine development and seek licensure reasonably acceptable to agree on a designated Independent Expert within fourteen both Parties to determine whether the Programme Antigen (14i) days of satisfies the date of Selection Criteria and the relevant Technical Dispute SubmissionPrimary Inclusion Criteria; and (ii) is superior to any sanofi pasteur Antigen or Third Party Antigen in active clinical Development. If the Parties fail are unable to designate agree on the Independent Expert identity of the independent expert within ten (10) days of Emergent notifying sanofi pasteur that it wishes the time period stipulated aboveappointment of such expert, the Independent Expert independent expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts Emergent, and Neutrals of the International Chamber of Commerceapproved by sanofi pasteur, subject to the provisions set forth in this Article 48.3 (Expert Determination)which approval shall not be unreasonably withheld, conditioned or delayed. Within twenty one (2120) days of the appointment such appointment, each of the Independent Expert, the Parties shall submit furnish to the Independent Expert a notice expert (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such a case, the Independent Expert shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree subject to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts obligations of confidentiality and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(c) (Expert Determinationnon-use as may be reasonably required by them), either Party may give notice to the Independent Expert (copying the other Party) requesting it to inform the Parties of its decision within fourteen (14) Days from the date of such notice, failing which such Party may give notice that the Technical Dispute is to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expertother Party, within thirty a written summary of such Party’s position and any relevant evidence supporting such position including all information necessary for the expert to make such determination. Any such written summary and evidence shall not, unless the Parties otherwise agree, exceed 15,000 words. Within fifteen (3015) days of receipt of the other Party’s summary (or such longer period as may be required to ensure the presence of the expert) there shall be a one-day oral hearing before the expert at which each Party shall be given an equal opportunity to present its own position and hear and respond to the oral presentation given by the other Party. Within fifteen (15) days of such Party's receipt oral hearing each Party may submit a written rebuttal of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts)other Party’s summary providing that any rebuttal shall not exceed 5,000 words. In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert The expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne required by the Parties to use all reasonable efforts to render his decision within thirty days following his receipt of all such summaries and information and such decision shall be final and binding upon each of the Technical Dispute in equal shares, unless the Independent Expert decides otherwiseParties. Each Party shall bear its own costs of participating in Should the expert determination process (including find in favour of Emergent, then sanofi pasteur shall pay the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution fees and expenses of the Technical Disputeexpert. The Independent Expert Should the expert find in favour of sanofi pasteur, then Emergent shall act as an expert pay the fees and not as an arbitratorexpenses of the expert.

Expert Determination. Subject to Clause 37.1 (aSenior Management Discussions) Any and the Technical Dispute arising in connection with Articles 13 (Project Schedule and Hold-points) or 14 (Variation Order)Determination Option, (if a "Dispute is a Technical Dispute") that is not resolved pursuant to Article 48.2 (Amicable Settlement) may be referred by , either Party to an expert may refer the Technical Dispute for determination ("by the Independent Expert") pursuant to Expert under the terms of this Article 48.3 (Expert Determination)clause. The Expert Determination process will be commenced by a Party that requires a Technical Dispute to be submitted to an Independent Expert shall send delivering a written notice to the other PartyParty requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 37.3(b) (Expert Determination), specifying that such Technical Dispute be submitted to the Parties shall appoint an Independent Expert who shall be designated to consider and decide determine the issues raised by such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties shall discuss and seek to agree on a designated Independent Expert within fourteen (14) days of the date of the relevant Technical Dispute SubmissionDispute. If the Parties fail to designate agree the identity of the Independent Expert within such period, the time period stipulated above, requesting Party shall thereafter request the Expert Appointing Authority46 to appoint the Independent Expert shall be appointed by the ICC International Centre for ADR in accordance with the Rules for the Appointment of Experts and Neutrals of the International Chamber of Commerce, subject to the provisions set forth in this Article 48.3 (Expert Determination). Within twenty one (21) days of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all deliberations and issue his decision with reasons with regard to determine the Technical Dispute as promptly as reasonably possible, but in any event within thirty (30) days of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raisedDispute. In such a case, the Independent Expert The request shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed twenty one (21) days unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given indicate the nature of the Technical Dispute. (d) If Dispute and the requesting Party shall make payment of any such fees that may be required. The other Party shall have the opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert fails shall in consultation with the Parties, decide upon the procedure to notify be followed in order to arrive at his determination. The Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall issue his Expert Determination not later than forty-five (45) Business Days from the date of his decision with respect instruction and shall include the reasons for the decision. Subject to any Technical Dispute referred to him pursuant to Article 48.3(a) (Expert Determination) within the time limit pursuant to Article 48.3(cClause 37.3(h) (Expert Determination), the Expert Determination will be final and binding on the Parties. Subject to Clause 37.3(h) (Expert Determination), the Expert Determination shall be complied with promptly by the Parties. If the Expert Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may give notice to the Independent Expert (copying by notifying the other PartyParty not later than twenty (20) requesting it to inform Business Days after the Parties date of its decision within fourteen issue of the determination, regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 37.4(a) (14Arbitration). Following twenty one (21) Business Days from the date of such noticeissue of the Expert Determination, failing which such either Party may give notice that the Technical Dispute is apply to be decided by the courts of England and Wales pursuant to Article 48.4 (Courts), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision for reissuance of the Independent Expert shall be binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Article 48.4 (Courts). (f) A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party, with a copy to the Independent Expert, within thirty (30) days of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute may be settled by the courts of England and Wales pursuant to Article 48.4 (Courts). In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the courts under Article 48.4 (Courts). (g) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise his determination in the area to which such Technical Dispute relates. (h) The Independent Expert shall have the power to form of a final and binding arbitral award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of participating in the expert determination process (including the costs of its advisors or consultants). (i) The Independent Expert will determine its own procedures for the resolution of the Technical Disputea sole arbitrator. The Independent Expert shall act as re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any Expert Determination may be reissued in the form of an expert arbitral award and not as an arbitratorfurther agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 37.3(h) (Expert Determination) against any such arbitral award.