Common use of Determination by Expert Clause in Contracts

Determination by Expert. 15.2.1 If the Parties are unable to resolve a Dispute in accordance with Clause 15.1, then either Party, in accordance with this Clause 15.2, may refer the Dispute to an expert ("Expert") for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 without first referring it to an Expert. 15.2.2 The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. Within seven (7) Days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person to be the Expert. Failing agreement on the Expert within the said five (5) Days, the ICC International Centre for Expertise shall be directed by either Party to select the Expert and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided however, unless the Parties otherwise agree, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent (5%) of the Concessionaire nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the Expert, written materials setting forth: 15.2.4.1 a description of the Dispute; 15.2.4.2 a statement of the initiating Party's position and whether a hearing is requested by such Party; and 15.2.4.3 copies of records supporting the initiating Party's position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; and

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 16.1 (Resolution by Parties) within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 16.2 (Determination by Expert), may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 16.3 (Arbitration) without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person Person it proposes to be the Expert. The Expert may be an individual, partnership, association or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person Person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person Person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person Person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person to be the Expert. Failing agreement on the Expert within the said five (5) Days, the ICC International Centre for Expertise shall be directed by either Party to select the Expert and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided however, unless the Parties otherwise agree, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent (5%) of the Concessionaire nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the Expert, written materials setting forth: 15.2.4.1 a description of the Dispute; 15.2.4.2 a statement of the initiating Party's position and whether a hearing is requested by such Party; and 15.2.4.3 copies of records supporting the initiating Party's position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; andfive

Determination by Expert. 15.2.1 If a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 16.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 16.2, may refer the Dispute to an expert ("the “ Expert"”) for consideration of the Dispute and to obtain a determination recommendation from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 16.3 without first referring it to an Expert. 15.2.2 b) The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person Person it proposes to be the Expert. Within seven fifteen (715) Days days of receiving such notice, the other Party shall notify the initiating Party whether such person Person is acceptable acceptable, and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person Person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person Person is not acceptable or nominates an expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days days and discuss in good faith for a period of five (5) Days days to agree upon a person Person to be the Expert. Failing agreement on nomination by the Expert responding Party of an expert within the said five (5) Daysperiod provided or failing such agreement by the Parties of the Expert, at the end of the meeting, the ICC International Centre President of the Pakistan Institute of Chartered Accountants (for Expertise financial or billing matters) or the Vice-Chancellor of University of Engineering and Technology, Lahore (UET) (for technical matters) shall be directed by either Party requested to select the Expert Expert, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, unless that the Parties otherwise agree, selecting entity shall be directed that the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent (5%) of the Concessionaire nor shall any such Expert be an employee or agent or former employee or agent or have a material an interest in the business of either Party or any such PersonAffiliate of either Party. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5i) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (A) a description of the Dispute; 15.2.4.2 (B) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (C) copies of records supporting the initiating Party's ’s position. 15.2.5 (ii) Within ten (10) Days days of the date that a Party has submitted the materials described in Clause 15.2.4Section 16.2(c)(i), the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 (A) a description of the Dispute; 15.2.5.2 (B) a statement of such Party's ’s position and, if not already requested, whether a hearing is requested by such Party; and (C) copies of any records supporting the Party’s position. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but, in such event, the other Party shall be concurrently provided with such information and shall be allowed reasonable opportunity to respond thereto. d) Each Party shall have access to the other Party’s relevant records and be entitled to receive copies of the records submitted by the other Party. e) Each Party shall designate one person knowledgeable about the issues in Dispute who shall be available to the Expert to answer questions and provide any additional information requested by the Expert. Except for such person, a Party shall not be required to, but may, provide oral statements or presentations to the Expert or make any particular individuals available to the Expert. If a hearing is requested by either Party pursuant to Section 16.2(c)(i)(b), the Expert shall nominate a time and place for a hearing of the Parties on the Dispute. f) The Expert shall provide a recommendation within fifteen (15) days after the ten (10) day response period provided in Section 16.2(c) has expired or within such further time as is agreed in writing by the Parties. If the Expert’s recommendation is given within such fifteen (15) day period, as may be extended by the Parties, the Parties may review and discuss the recommendation with each other in good faith for a period of ten (10) days following delivery of the recommendation before proceeding with any other actions. g) The proceedings shall be without prejudice to any Party, and any evidence given or statements made in the course of this process may not be used against a Party in any other proceedings. The process shall not be regarded as an arbitration and the laws relating to commercial arbitration shall not apply. h) Unless the Parties agree in writing at the time the Expert is selected, stating that the recommendation of the Expert shall be binding, the recommendation of the Expert shall not be binding; provided, however, that if arbitration proceedings in accordance with Section 16.3 (Arbitration) have not been commenced within seventy-five (75) days from the date the Expert’s recommendation was received by the Parties in accordance with Section 16.2(f) the Expert’s recommendation shall be final and binding on the Parties, and any right of such Parties to resort to arbitral, judicial or other proceedings in relation to the subject matter of the recommendation shall stand waived to the fullest extent permitted by law. i) Subject to Section 16.2(h), if a Party does not accept the recommendation of the Expert with respect to the Dispute or if the Expert has not provided a recommendation within the time period specified in Section 16.2(f), either Party may initiate arbitration proceedings in accordance with Section 16.3 (Arbitration. j) The costs of engaging an Expert shall be borne equally by the Parties and each Party shall bear its costs in preparing materials for, and making presentations to, the Expert. k) The failure of any Party to comply with the provisions and time periods set out in this Section 16.2 shall not prevent (i) the Expert from proceeding; and/ or (ii) any Party from terminating the Expert proceedings and referring the matter immediately to arbitration in accordance with Section 16.3 ( Arbitration). l) Either Party may serve a written notice on the other Party within thirty (30) days of the Expert’s decision having been notified to it, stating its intention to refer the matter in Dispute to arbitration, provided that the notifying Party implements fully the decision of the Expert before commencing the procedure to refer the Dispute to arbitration and commences the procedure to refer the Dispute to arbitration within a further forty-five (45) days period after serving such notice. Notwithstanding anything to the contrary expressed in this Article XVI, either Party may require arbitration of a Dispute pursuant to Section 16.3 without reference to an Expert under this Section 16.2.

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 16.1 (Resolution by Parties) within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 16.2 (Determination by Expert), may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination recommendation from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 16.3 (Arbitration) without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person Person it proposes to be the Expert. The Expert may be an individual, partnership, association or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person Person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person Person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person Person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person Person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five period provided or failing such agreement by the Parties of the Expert, at the end of the meeting the President of the Pakistan Institute of Chartered Accountants (5for financial and billing matters) Daysor the Vice-Chancellor of the University of Engineering and Technology (UET), Lahore or the ICC International Centre Vice-Chancellor of the Lahore University of Management Sciences (LUMS) or the Vice-Chancellor of the Xxxxxx Xxxxx Xxxx Institute (GIK) (for Expertise technical matters) shall be directed by either Party requested to select the Expert in the sequence/order given above, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, that the selecting entity shall be directed that, unless the Parties otherwise agreeagree in writing, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire Ordinary Share Capital nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 (i) Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (A) a description of the Dispute; 15.2.4.2 (B) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (C) copies of records supporting the initiating Party's ’s position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; and

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 18.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 18.2, may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 18.3 without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. The Expert may be an individual, partnership, association, or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute, which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of up to five (5) Days to agree upon a person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five (5) Daysperiod provided or failing such agreement by the Parties of the Expert, at the ICC International Centre for Expertise shall be directed by end of the meeting either Party may submit a request to select the Expert [International Chamber of Commerce in London] to nominate an Expert, and the selection nomination of the Expert by the relevant selecting entity [ICC] shall be binding on the Parties; provided provided, however, that unless the selecting entity be informed by consent of the Parties otherwise agreethat the Expert may be a Afghanistan national, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor investor or group of Investors investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire a Party’s share capital, nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (i) a description of the Dispute; 15.2.4.2 (ii) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (iii) copies of records supporting the initiating Party's ’s position. 15.2.5 (d) Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4Section 18.2(c), the other Party may submit to the Expert, with copies to the other first Party: 15.2.5.1 (i) a description of the Dispute; 15.2.5.2 (ii) a statement of such the responding Party's ’s position and, whether if not already requested, (iii) copies of any records supporting the responding Party’s position. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but, in such event, the other Party shall be concurrently provided with such information and shall be allowed reasonable opportunity to respond thereto. (e) Each Party shall have access to the other Party’s relevant records and be entitled to receive copies of the records submitted by the other Party. (f) Each Party shall designate one person knowledgeable about the issues in Dispute who shall be available to the Expert to answer questions and provide any additional information requested by the Expert. Except for such person, a Party shall not be required to, but may, provide oral statements or presentations to the Expert or make any particular individuals available to the Expert. If a hearing is requested by either Party pursuant to Section 18.2(c)(ii) or (d)(ii), the Expert shall nominate a time and place for a hearing of the Parties on the Dispute. (g) The Expert shall provide a determination within fifteen (15) Business Days after the ten (10) Day response period provided in Section 18.2(d) has expired, or within such Party; andfurther time as is agreed in writing by the Parties. If the Expert’s determination is given within such fifteen

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 18.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 18.2, may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 18.3 without first referring it to an Expert. 15.2.2 (b) The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable acceptable, and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of not exceeding five (5) Days to agree upon a person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five (5) Daysperiod provided or failing such agreement by the Parties of the Expert, at the end of the meeting, the ICC International Centre President of the Pakistan Institute of Chartered Accountants, established under the Chartered Accountants Ordinance, 1961 (for Expertise financial and billing matters) or the Vice-Chancellor of the University of Engineering and Technology (UET), Lahore or the Vice-Chancellor of the Lahore University of Management Sciences (LUMS) or the Vice-Chancellor of the Xxxxxx Xxxxx Xxxx Institute (GIK) (for technical matters) shall be directed by either Party requested to select the Expert in the sequence/order given above, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, unless the Parties otherwise agree, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire Company nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 (i) Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 a description of the Dispute; 15.2.4.2 a statement of the initiating Party's position and whether a hearing is requested by such Party; and 15.2.4.3 copies of records supporting the initiating Party's position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; and

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 16.1 (Resolution by Parties) within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 16.2 (Determination by Expert), may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 16.3 (Arbitration) without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person Person it proposes to be the Expert. The Expert may be an individual, partnership, association or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person Person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person Person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person Person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person Person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five period provided or failing such agreement by the Parties of the Expert, at the end of the meeting the President of the Pakistan Institute of Chartered Accountants (5for financial and billing matters) Daysor the Vice-Chancellor of the University of Engineering and Technology (UET), Lahore or the ICC International Centre Vice-Chancellor of the Lahore University of Management Sciences (LUMS) or the Vice-Chancellor of the Xxxxxx Xxxxx Xxxx Institute (GIK) (for Expertise shall technical matters)shall be directed by either Party requested to select the Expert in the sequence/order given above, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, that the selecting entity shall be directed that, unless the Parties otherwise agreeagree in writing, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire Ordinary Share Capital nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 (i) Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (A) a description of the Dispute; 15.2.4.2 (B) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (C) copies of records supporting the initiating Party's ’s position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; and

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 13.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 13.2, may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination recommendation from the Expert as to the resolution thereof; provided, however, that with respect to Disputes that involve the proposed authorization of an Impoundment, either party may require that an expert be appointed in accordance with the provision of Section 13.2(b) to consider a Dispute in advance of occurrence of such a Dispute, and shall nominate a person it proposes to be the expert. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 13.3 without first referring it to an Expert. 15.2.2 (b) The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person Person it proposes to be the Expert. Within seven fifteen (715) Days days of receiving such notice, the other Party shall notify the initiating Party whether such person Person is acceptable acceptable, and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person Person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person Person is not acceptable or nominates an expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days days and discuss in good faith for a period of five (5) Days days to agree upon a person Person to be the Expert. Failing agreement on nomination by the Expert responding Party of an expert within the said five (5) Daysperiod provided or failing such agreement by the Parties of the Expert, at the end of the meeting, the ICC International Centre President of the Pakistan Institute of Chartered Accountants (for Expertise financial or billing matters) or the Vice-Chancellor of University of Engineering and Technology, Lahore (UET) (for technical matters) shall be directed by either Party requested to select the Expert Expert, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, unless that the Parties otherwise agree, selecting entity shall be directed that the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent (5%) of the Concessionaire nor shall any such Expert be an employee or agent or former employee or agent or have a material an interest in the business of either Party or any such PersonAffiliate of either Party. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 (i) Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (A) a description of the Dispute; 15.2.4.2 (B) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (C) copies of records supporting the initiating Party's ’s position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; and

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 18.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 18.2, may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 18.3 without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. The Expert may be an individual, partnership, association, or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute, which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of up to five (5) Days to agree upon a person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five (5) Daysperiod provided or failing such agreement by the Parties of the Expert, at the ICC International Centre for Expertise shall be directed by end of the meeting either Party may submit a request to select the Expert [International Chamber of Commerce in London] to nominate an Expert, and the selection nomination of the Expert by the relevant selecting entity [ICC] shall be binding on the Parties; provided provided, however, that unless the selecting entity be informed by consent of the Parties otherwise agreethat the Expert may be a Afghanistan national, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor investor or group of Investors investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire a Party’s share capital, nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (i) a description of the Dispute; 15.2.4.2 (ii) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (iii) copies of records supporting the initiating Party's ’s position. 15.2.5 (d) Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4Section 18.2(c), the other Party may submit to the Expert, with copies to the other first Party: 15.2.5.1 (i) a description of the Dispute; 15.2.5.2 (ii) a statement of such the responding Party's ’s position and, if not already requested, whether a hearing is requested by such the responding Party; and (iii) copies of any records supporting the responding Party’s position. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but, in such event, the other Party shall be concurrently provided with such information and shall be allowed reasonable opportunity to respond thereto. (e) Each Party shall have access to the other Party’s relevant records and be entitled to receive copies of the records submitted by the other Party. (f) Each Party shall designate one person knowledgeable about the issues in Dispute who shall be available to the Expert to answer questions and provide any additional information requested by the Expert. Except for such person, a Party shall not be required to, but may, provide oral statements or presentations to the Expert or make any particular individuals available to the Expert. If a hearing is requested by either Party pursuant to Section 18.2(c)(ii) or (d)(ii), the Expert shall nominate a time and place for a hearing of the Parties on the Dispute. (g) The Expert shall provide a determination within fifteen (15) Business Days after the ten (10) Day response period provided in Section 18.2(d) has expired, or within such further time as is agreed in writing by the Parties. If the Expert’s determination is given within such fifteen

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 16.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2, Section 16.2 may refer the Dispute to an expert (the "Expert") for consideration of the Dispute and to obtain a determination recommendation from the Expert as to the resolution thereof. Notwithstanding of the foregoingDispute; provided, in accordance however, that with Clause 15.2.14 and 15.2.15respect to a payment Dispute, either Party may require that the Dispute to be resolved by the Expert, but with respect to any other Dispute hereunder, except where expressly provided to the contrary, neither Party shall be referred for required to pursue resolution of the Dispute pursuant to this Section 16.2, and either Party may by written notice to the other Party require arbitration under Clause 15.3 without first referring it to an Expertof the Dispute in accordance with Section 16.3, in which case the provisions of Section 16.3 shall immediately apply. 15.2.2 (b) The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. Within seven The other Party shall, within Fifteen (715) Days days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertacceptable. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert that is not acceptable to the initiating Partyacceptable, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five Ten (510) Days days to agree upon a person to he the Expert. If the Parties are unable to agree, each Party shall by the end of such 10 Day period nominate a person to agree on the Expert, whereupon the two nominated persons shall meet and agree upon a third person who shall be the Expert. Failing agreement nomination by either Party of persons to agree on the an Expert within the said five period provided or failing such agreement by the nominated persons within Ten (510) Daysdays of their meeting, either Party may request the ICC International Centre Federal High Court for Expertise shall be directed by either Party to select appoint the Expert and the selection of the Expert by the relevant selecting entity shall be binding on the PartiesExpert; provided provided, however, unless the Parties otherwise agree, that the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor investor or group of Investors investors holding directly or beneficially more than five per cent Five percent (5%) or more of the Concessionaire aggregate equity interest in the Buyer or the Buyer nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Personperson. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5i) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the Expert, written materials setting forth: 15.2.4.1 (A) a description of the Dispute; 15.2.4.2 (B) a statement of the initiating Party's position and whether a hearing is requested by such Party; and 15.2.4.3 (C) copies of records supporting the initiating Party's position. 15.2.5 (ii) Within ten Ten (10) Days days of the date that a Party has submitted the materials described in Clause 15.2.4, Section 016.2 (c) (i) the other Party may submit to the Expert (and. if submitted to the Expert, with copies such materials shall be concurrently submitted to the other Party:): 15.2.5.1 (A) a description of the Dispute; 15.2.5.2 (B) a statement of such the Party's position and, position. and (if not already requested) whether a hearing is requested by such Party; and (C) copies of any records supporting the Party's position. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but in such event the other Party shall be concurrently provided with such information and shall be allowed a reasonable time to respond thereto.

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute dispute in accordance with Clause 15.1[26.1] within the time periods set forth therein, then either Party, in accordance with this Clause 15.2[26.2], may refer the Dispute dispute to an expert ("the “Expert"”) for consideration of the Dispute dispute and to obtain a determination recommendation from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 without first referring it to an Expert. 15.2.2 The Party initiating submission of the Dispute dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute dispute to an Expert and nominating the person it proposes to be the Expert. Within seven fifteen (715) Days days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable acceptable, and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for within a period of five (5) Days days to agree upon a person to be the Expert. Failing agreement on the Expert within the said five (5) Days, the ICC International Centre for Expertise shall be directed by either Party to select the Expert and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided however, unless the Parties otherwise agree, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent (5%) of the Concessionaire nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5b) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (i) a description of the Disputedispute; 15.2.4.2 (ii) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (iii) copies of records supporting the initiating Party's ’s position. 15.2.5 (c) Within ten (10) Days days of the date that a Party has submitted the materials described in Clause 15.2.4[26.2(b)], the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 (i) a description of the Disputedispute; 15.2.5.2 (ii) a statement of such Party's ’s position and, if not already requested, whether a hearing is requested by such Party; and (iii) copies of any records supporting the Party’s position. (d) The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but, in such event, the other Party shall be concurrently provided with such information and shall be allowed reasonable opportunity to respond thereto. (e) Each Party shall have access to the other Party’s relevant records and be entitled to receive copies of the records submitted by the other Party. (f) Each Party shall designate one person knowledgeable about the issues in dispute who shall be available to the Expert to answer questions and provide any additional information requested by the Expert. Except for such person, a Party shall not be required to, but may, provide oral statements or presentations to the Expert or make any particular individuals available to the Expert. If a hearing is requested by either Party pursuant to Clause [28.2(b)(ii)] or [28.2(c)(ii)], the Expert shall nominate a time and place at Islamabad for a hearing of the Parties on the dispute. (g) The Expert shall provide a recommendation within fifteen (15) days after the ten

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 18.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 18.2, may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 18.3 without first referring it to an Expert. 15.2.2 (b) The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable acceptable, and if such nominated expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person to be the Expert. Failing agreement on nomination by the Expert responding Party of an expert within the said five (5) Daysperiod provided or failing such agreement by the Parties of the Expert, at the end of the meeting, the ICC International Centre [___________________________ (for Expertise financial and billing matters) or NEPRA (for technical matters)] shall be directed by either Party requested to select the Expert, provided that, in respect of Section 2.10(f), the Expert and the shall be selected by []. The selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, that unless the selecting entity be informed by consent of the Parties otherwise agreethat the Expert may be a Pakistan national, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire Ordinary Share Capital, nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (i) a description of the Dispute; 15.2.4.2 (ii) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (iii) copies of records supporting the initiating Party's ’s position. 15.2.5 (d) Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4Section 18.2(c), the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 (i) a description of the Dispute; 15.2.5.2 (ii) a statement of such Party's ’s position and, if not already requested, whether a hearing is requested by such Party; and (iii) copies of any records supporting the Party’s position. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but, in such event, the other Party shall be concurrently provided with such information and shall be allowed reasonable opportunity to respond thereto. (e) Each Party shall have access to the other Party’s relevant records and be entitled to receive copies of the records submitted by the other Party. (f) Each Party shall designate one person knowledgeable about the issues in Dispute who shall be available to the Expert to answer questions and provide any additional information requested by the Expert. Except for such person, a Party shall not be required to, but may, provide oral statements or presentations to the Expert or make any particular individuals available to the Expert. If a hearing is requested by either Party pursuant to Section 18.2(c)(ii) or (d)(ii), the Expert shall nominate a time and place for a hearing of the Parties on the Dispute. (g) The Expert shall provide a determination within fifteen (15) Days after the ten (10) Day response period provided in Section 18.2(d) has expired, or within such further time as is agreed in writing by the Parties. If the Expert’s determination is given within such fifteen (15) day period, as may be extended by the Parties, the Parties may review and discuss the determination with each other in good faith for a period of ten (10) Days following delivery of the determination before proceeding with any other actions. (h) The proceedings shall be without prejudice to any Party, and any evidence given or statements made in the course of this process may not be used against a Party in any other proceedings. The process shall not be regarded as an arbitration and the laws relating to commercial arbitration shall not apply. (i) Unless the Parties agree in writing at the time the Expert is selected, stating that the decision of the Expert shall be binding, and except for the matters referred to in Section 18.2(m), the recommendation of the Expert shall not be binding; provided, however, that if arbitration proceedings in accordance with Section 18.3 have not been commenced within seventy-five (75) Days from the date the Expert’s determination was received by the Parties in accordance with Section 18.2(g) the Expert’s determination shall be final and binding on the Parties, and any right of such Parties to resort to arbitral, judicial or other proceedings in relation to the subject matter of the determination shall stand waived to the fullest extent permitted by law. (j) Subject to Section 18.2(i), if a Party does not accept the determination of the Expert with respect to the Dispute or if the Expert has not provided a determination within the time period specified in Section 18.2(g), any Party may initiate arbitration proceedings in accordance with Section 18.3. (k) The costs of engaging an Expert shall be borne equally by the Parties and each Party shall bear its costs in preparing materials for, and making presentations to, the Expert. (l) The failure of any Party to comply with the provisions and time periods set out in this Section 18.2 shall not prevent (i) the Expert from proceeding; and/or (ii) any Party from requesting that the Expert proceedings be terminated and the matter referred immediately to arbitration in accordance with Section 18.3. (m) Except in the case of manifest error or fraud, unless resolved by the Parties in accordance with Section 18.1, the Expert’s determination rendered in accordance with this Section 18.2 shall be final and binding on the Parties and shall not be referable to arbitration or otherwise subject to appeal on all matters and issues in respect whereof the Parties have agreed that the Expert's determination shall be final and bindingon the Parties and shall not be referable to arbitration or otherwise subject to appeal. (n) In respect to all matters other than those described in Section 18.2 (m), either Party may serve a written notice on the other Party within thirty (30) Days of the Expert’s determination having been notified to it, stating its intention to refer the matter in dispute to arbitration, provided that the notifying Party implements fully the decision of the Expert before commencing the procedure to refer the Dispute to arbitration and commences the procedure to refer the Dispute to arbitration within a further forty-five (45) Day period after serving such notice. (o) Except in the case of Disputes arising out of or under Article VIII, Article XV, Section 2.5(b)(v), and Section 9.6 (which may be required by either Party to be referred to an Expert), either Party may require arbitration of a Dispute pursuant to Section 18.3 without reference to an Expert under this Section 18.2.

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 16.1 (Resolution by Parties) within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 16.2 (Determination by Expert), may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination recommendation from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 16.3 (Arbitration) without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person Person it proposes to be the Expert. The Expert may be an individual, partnership, association or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person Person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person Person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person Person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person Person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five period provided or failing such agreement by the Parties of the Expert, at the end of the meeting the President of the Pakistan Institute of Chartered Accountants (5for Implementation Agreement 70 financial and billing matters) Daysor the Vice-Chancellor of the University of Engineering and Technology (UET), Lahore or the ICC International Centre Vice-Chancellor of the Lahore University of Management Sciences (LUMS) or the Vice-Chancellor of the Xxxxxx Xxxxx Xxxx Institute (GIK) (for Expertise technical matters) shall be directed by either Party requested to select the Expert in the sequence/order given above, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, that the selecting entity shall be directed that, unless the Parties otherwise agreeagree in writing, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire Ordinary Share Capital nor shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 (i) Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 (A) a description of the Dispute; 15.2.4.2 (B) a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 (C) copies of records supporting the initiating Party's ’s position. 15.2.5 Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4, the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 a description of the Dispute; 15.2.5.2 a statement of such Party's position and, whether a hearing is requested by such Party; and

Determination by Expert. 15.2.1 If (a) In the event that the Parties are unable to resolve a Dispute in accordance with Clause 15.1Section 18.1 within the time periods set forth therein, then either Party, in accordance with this Clause 15.2Section 18.2, may refer the Dispute to an expert ("the “Expert"”) for consideration of the Dispute and to obtain a determination from the Expert as to the resolution thereof. Notwithstanding the foregoing, in accordance with Clause 15.2.14 and 15.2.15, either Party may require that any Dispute be referred for resolution to arbitration under Clause 15.3 pursuant to Section 18.3 without first referring it to an Expert. 15.2.2 The (b) Subject to (a) above, the Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an Expert and nominating the person it proposes to be the Expert. The Expert may be an individual, partnership, association or body corporate and shall be generally recognized as an expert in the field of expertise relevant to the Dispute, which is the subject matter of the determination. The Party shall nominate an Expert who does not have any conflicts-of-interest in the matter, provided, that any current or former employees of either Party shall be deemed to have a conflict-of-interest. Within seven fifteen (715) Days of receiving such notice, the other Party shall notify the initiating Party whether such person is acceptable acceptable, and if such nominated expert Expert is not acceptable to the responding Party, the responding Party shall propose a person to be the expertExpert. If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable or nominates an expert Expert that is not acceptable to the initiating Party, the Parties shall meet within five (5) Business Days and discuss in good faith for a period of five (5) Days to agree upon a person to be the Expert. Failing agreement on nomination by the responding Party of an Expert within the said five period provided or failing such agreement by the Parties of the Expert, at the end of the meeting the President of the Pakistan Institute of Chartered Accountants (5for financial and billing matters) Daysor the Vice-Chancellor of the University of Engineering and Technology (UET), Lahore or the ICC International Centre Vice-Chancellor of the Lahore University of Management Sciences (LUMS) or the Vice-Chancellor of the Xxxxxx Xxxxx Xxxx Institute (GIK) (for Expertise shall technical matters)shall be directed by either Party requested to select the Expert in the sequence/order given above, and the selection of the Expert by the relevant selecting entity shall be binding on the Parties; provided provided, however, that unless the selecting entity be informed by consent of the Parties otherwise agreethat the Expert may be a Pakistan national, the Expert shall not be a national of the jurisdiction of either Party or of the jurisdiction of any Investor or group of Investors holding directly or beneficially more than five per cent percent (5%) of the Concessionaire Ordinary Share Capital, nor (as noted above) shall any such Expert be an employee or agent or former employee or agent or have a material interest in the business of any such Person. 15.2.3 Without prejudice to the Parties' right to proceed to arbitration under Clause 15.3, if the Expert has been appointed, but is unable to or unwilling to complete the consideration of the Dispute and provide a determination, another Expert shall be appointed by agreement between the parties or, failing agreement within five (5c) Days of the Parties being notified that the Expert is so unable or unwilling to provide a determination, the ICC International Centre for Expertise shall be directed by either Party to select another Expert in accordance with Clause15.2.2 . 15.2.4 Consideration of the Dispute by the an Expert shall be initiated by the Party who is seeking consideration of the Dispute by concurrently submitting to both the Expert and the other Party within five (5) Days of the date of selection of the ExpertParty, written materials setting forth: 15.2.4.1 : a description of the Dispute; 15.2.4.2 ; a statement of the initiating Party's position ’s position, and whether a hearing is requested by such Party; and 15.2.4.3 and copies of records supporting the initiating Party's ’s position. 15.2.5 (d) Within ten (10) Days of the date that a Party has submitted the materials described in Clause 15.2.4Section 18.2(c), the other Party may submit to the Expert, with copies to the other Party: 15.2.5.1 : a description of the Dispute; 15.2.5.2 ; a statement of such Party's ’s position and, if not already requested, whether a hearing is requested by such Party; andand copies of any records supporting the Party’s position. The Expert shall consider any such information submitted by the responding Party and may consider any additional information submitted by either Party at a later date but, in such event, the other Party shall be concurrently provided with such information and shall be allowed reasonable opportunity to respond thereto. (e) Each Party shall have access to the other Party’s relevant records and be entitled to receive copies of the records submitted by the other Party.