Common use of Disputes and Arbitration Clause in Contracts

Disputes and Arbitration. 13.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1, a) and 12.2, a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section V (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 hereof. 13.3 The following shall govern the rules of referral to an independent expert: a) After the sixty (60)-day period in Section 13.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days after receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referred, the dispute shall be so referred. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the expert proceedings and the expert’s determinations shall be in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with Section

Disputes and Arbitration. 13.1 Any disputeIf you fail to make any Payments under this Agreement, controversy or claim arising out of or relating to we may at our election instigate and commence proceedings against you without first complying with this RE Contract, except Sections 12.1, a) and 12.2, a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the disputeClause 13. 13.2 If Either party may seek urgent interlocutory relief in relation to the dispute cannot be settled amicably within actions of the sixty (60)-day period, the Parties shall, offending party under this Agreement without first complying with respect to disputes arising out of or in connection with Section V (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 hereofClause 13. 13.3 The following This Clause 13 shall govern the rules not apply to any breaches by you of referral Clause 11.3. 13.4 Unless sub-Clauses 13.1 to an independent expert13.3 apply, if a dispute arises out of, or in relation to, this Agreement (including any dispute as to breach or termination of this Agreement) a party may not commence court proceedings relating to such dispute unless: a) After 13.4.1 the sixty (60)-day period in Section 13.1 party claiming the dispute has passed, any Party may give arisen has given written notice to the other Party party specifying the nature of its intention to refer the dispute (a “Dispute Notice”); and 13.4.2 the Parties first endeavour in good faith to an expert resolve the matters stated in accordance with the provisions Dispute Notice expeditiously using the mediation process, applying the procedures, and within the timeframes, which have been stipulated in sub-Clauses 13.5 to 13.7. 13.5 Upon service of this RE Contract; b) The respondent shall, a Dispute Notice the Parties shall jointly agree upon a mediator and the mediator’s remuneration within twenty-one (21) calendar the jurisdiction under Clause 13.6. If the Parties fail to agree and appoint a mediator within 14 days after receipt of the notice service of intention to refer, serve on a Dispute Notice (or such other further extension agreed by the applicant a notice of its intention to defend; cParties in writing) If within fourteen (14) calendar days after either party may ask the applicant’s receipt President of the respondent’s notice Law Society of intention to defend, the Parties have agreed on an expert England and on the terms under which the dispute shall be referred, the dispute shall be so referred. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise Wales to appoint an expert, and independent mediator on behalf of the matters to be determined by such expert Parties. 13.6 Mediation shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the expert proceedings and the expert’s determinations shall be in English; f) The Parties hereby agree to be bound by, to perform this RE Contract conducted in accordance with, and under, this Clause 13 by reference to implementthe provisions of this Agreement. 13.7 The Parties shall observe the instructions of the appointed mediator regarding the agreed terms of, and conduct of the mediation, and seek to resolve the dispute with the assistance of the mediator within the time-frame proposed by the mediator, or in the absence of any such proposed and agreed time-frame, within a period of 30 Business Days of appointment of the mediator (or such other period from appointment as shall be agreed in writing by the case Parties) (the “Agreed Time-frame”). 13.8 If no terms are agreed regarding the appointment of the mediator under sub-Clause 13.5, or the Dispute is not resolved within the Agreed Timeframe, then the non-offending party may becommence court proceedings. 13.9 The costs of the mediator will be borne equally by the Parties (unless agreed in writing otherwise between them). 13.10 The outcome, and terms, of settlement of the dispute, which is arrived at, and agreed by and between, the determination Parties, shall be confirmed in writing between them within 5 Business Days of the expert. Failure by one Party to so act shall constitute a breach conclusion of this RE Contract the mediation, and shall be submitted formally confirmed by means of an executed and delivered settlement agreement between them (the “Settlement Agreement”). 13.11 Where the Parties fail to arbitration in accordance with Sectionagree, or execute and deliver, of a Settlement Agreement, under sub- Clause 13.10, either party may request the mediator to provide a statement confirming what was agreed between the Parties at mediation (the “Settlement Statement”). 13.12 Either of the Parties may bring proceedings and sue upon the terms and basis of the Settlement Agreement or Settlement Statement, and enforce them, as if they were, for all intent and purpose, a judgment of the courts.

Disputes and Arbitration. 13.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1Section 14.1(a) hereof, a) and 12.2, a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 . If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section Sections V (Contract Area), VI (Work ProgramProgram and Estimated Expenditures) and XI (Government Share) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That Provided that any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 15.4 hereof. 13.3 . The following shall govern the rules of referral to an independent expert: a) referral: After the sixty (60)-day period in Section 13.1 15.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) ; The respondent shall, within twenty-one (21) calendar days after receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) ; If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referred, referred to the dispute shall be so referredindependent expert mentioned in Section 15.2 hereof. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) ; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) ; The language of the expert proceedings and the expert’s determinations shall be in English; f) ; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with SectionSection 15.4 as the sole means of enforcing the determination; and Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 15.1 hereof, and referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute upon written demand of either Party, the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the ICC Rules of Arbitration (the “Rules”) in force as of Effective Date (or such Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the date of the appointment of the second arbitrator, to act as Chairman of the Tribunal. Arbitrators not nominated within the time limits set forth in the preceding sentence shall be appointed by the ICC Court of International Arbitration; Unless otherwise agreed by the Parties, the venue of the arbitration shall be in Metro Manila, Philippines; The language of the arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; and The decision of the Tribunal shall be final and binding upon the Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of this RE Contract.

Disputes and Arbitration. 13.1 15.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1Section 11.1, 11.2, 14.1 (a), 14.2 (a) and 12.217.6 hereof, a) hereof shall be settled amicably within a period of sixty (60) calendar days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 15.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section Sections V (Contract Area) and VI (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; : Provided, That any Party, in its sole discretion, may require that the dispute be referred to arbitration under Section 11.3 15.4 hereof. 13.3 15.3 The following shall govern the rules of referral to an independent expertreferral: a) After the sixty (60)-day period in Section 13.1 15.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days after from receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referredof such expert’s reference, the dispute shall be so referredreferred to the independent expert mentioned in Section 15.2 hereof. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the expert proceedings and the expert’s determinations shall be in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with SectionSection 15.4 as the sole means of enforcing the determination; and g) Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. 15.4 If the dispute cannot be settled within sixty (60) calendar days by mutual discussions as contemplated in Section 15.1, and referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute upon written demand of either Party, the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the ICC Rules of Arbitration (the “Rules”) in force as of Effective Date (or such Rules as may be in force at the time such arbitration is commenced), as follows: a) The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) calendar days from the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) calendar days from the date of the appointment of the second arbitrator, to act as Chairman of the Tribunal. Arbitrators not nominated within the time limits set forth in the preceding sentence shall be appointed by the ICC Court of International Arbitration; b) Unless otherwise agreed by the Parties, the venue of the arbitration shall be in Metro Manila, Philippines; c) The language of the arbitration and award shall be in English; d) The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; and e) The decision of the Tribunal shall be final and binding upon the Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 15.5 The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of this RE Contract.

Disputes and Arbitration. 13.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1, a) and 12.2, a) hereof shall be settled amicably within 16.1 Either Party may request that a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section V (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 hereof.the Joint Monitoring and Liaison Group for determination and if that does not resolve the dispute either Party may request the other to participate in a meeting of their respective Chief Executives in order to discuss the dispute and to agree a strategy to resolve it. The Parties shall then liaise in good faith to arrange and hold the meeting within ten (10) Working Days and shall exchange statements at least three (3) clear Working Days prior to the date of the meeting, setting out their respective views of the disputed issues 13.3 The following 16.2 If notwithstanding any steps which are taken by the Parties pursuant to clause 16.1 the dispute between them remains unresolved then at the request of either Party the dispute in question shall govern the rules of referral be referred to an independent expert: aand professional mediator who shall be nominated without delay by agreement between Parties, or (in the absence of such agreement) After by the sixty (60)-day period in Section 13.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days after receipt President of the notice of intention Law Society (or his authorised representative). Any such mediation shall then be carried out in confidence and on a without prejudice basis in relation to refer, serve on the applicant a notice of its intention to defend; c) If within fourteen (14) calendar days after the applicant’s receipt any subsequent proceedings and each of the respondentParties shall bear their own expenses and one half of the mediator’s notice resulting charges. 16.3 If regardless of intention to defend, whether or not the Parties have agreed on an expert implemented the procedures which are specified in clauses 16.2 and on 16.3 the terms under which Parties fail to resolve their dispute within six (6) weeks of the dispute shall be referred, the dispute shall be so referred. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or bothfirst arising, then either Party may request serve notice on the International Chamber of Commerce (“ICC”) International Centre for Expertise other to appoint an expert, and require the matters dispute to be determined by such expert shall be those set out in the notice of intention referred to refer and the notice of intention to defend;either (as applicable): 16. d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the expert proceedings and the expert’s determinations shall be in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to 3.1 arbitration in accordance with Sectionthe Arbitration Acts 1996 or an appropriate independent expert who shall be nominated without delay by agreement between the Parties (such agreement not to be unreasonably withheld or delayed) and who shall act as an expert and not as an arbitrator, provided that in default of agreement as to such nomination, the expert shall be nominated on the joint application of the Parties (or if either of them neglects to concur in such application, then on the sole application of the other) by the president or other Chief Officer or Acting Chief Officer for the time being of the Law Society ( or such other appropriate professional body as shall be agreed by the Parties, such agreement not to be unreasonably withheld or delayed); or 16.3.2 institute legal proceedings in Court 16.4 Regardless of whether the Arbitrator/Expert is appointed under clause 16.4, the Parties shall each use their reasonable endeavours to ensure that the appointed Arbitrator/Expert (as applicable): 16.4.1 sets a strict (but nevertheless fair) timetable, with which the Parties must comply in order to secure a resolution of their dispute without undue delay or expense; 16.

Disputes and Arbitration. 13.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1, a) and 12.2, a) Section 14.1.a hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 . If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section Sections V (Contract Area), VI (Work ProgramProgram and Estimated Expenditures) and XI (Government Share) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, Provided That any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 15.4 hereof. 13.3 ; The following shall govern the rules of referral to an independent expert: a) referral: After the sixty (60)-day 60) day period in Section 13.1 15.1 hereof has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) ; The respondent shall, within twenty-one (21) calendar days after receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) ; If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referred, referred to the dispute shall be so referredindependent expert mentioned in Section 15.2 hereof. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) ; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) ; The language of the expert proceedings and the expert’s determinations shall be in English; f) ; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with SectionSection 15.4 as the sole means of enforcing the determination; Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 15.1 hereof, and referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute, the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the ICC Rules of Arbitration (the “Rules”) in force as of Effective Date (or such Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the date of the appointment of the second arbitrator, to act as Chairman of the Tribunal. Arbitrators not nominated within the time limits set forth in the preceding sentence shall be appointed by the ICC Court of International Arbitration; Unless otherwise agreed by the Parties, the venue of the arbitration shall be in Metro Manila, Philippines; The language of the arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; The decision of the Tribunal shall be final and binding upon the Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of this RE Contract.

Disputes and Arbitration. 13.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1Section 13.1(a) hereof, a) and 12.2, a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 . If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section Sections IV (Contract Area), V (Work ProgramProgram and Estimated Expenditures) and X (Government Share) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That Provided that any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 14.4 hereof. 13.3 . The following shall govern the rules of referral to an independent expert: a) referral: After the sixty (60)-day period in Section 13.1 14.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) ; The respondent shall, within twenty-one (21) calendar days after receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) ; If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referred, referred to the dispute shall be so referredindependent expert mentioned in Section 14.2 hereof. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) ; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) ; The language of the expert proceedings and the expert’s determinations shall be in English; f) ; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with SectionSection 14.4 as the sole means of enforcing the determination; and Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings: Provided, however, That in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 14.1 hereof, and referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute upon written demand of either Party, the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the ICC Rules of Arbitration (the “Rules”) in force as of Effective Date (or such Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the date of the appointment of the second arbitrator, to act as Chairman of the Tribunal. Arbitrators not nominated within the time limits set forth in the preceding sentence shall be appointed by the ICC Court of International Arbitration; Unless otherwise agreed by the Parties, the venue of the arbitration shall be in Metro Manila, Philippines; The language of the arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of either Party; and The decision of the Tribunal shall be final and binding upon the Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of this RE Contract.

Disputes and Arbitration. 13.1 11.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.1, a) and 12.2, Section 10.2 (a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 11.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section V IV (Work ProgramProgram and Estimated Expenditures) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 hereof. 13.3 11.3 The following shall govern the rules of referral to an independent expert: a) : After the sixty (60)-day period in Section 13.1 11.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) ; The respondent shall, within twenty-one (21) calendar days after receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) ; If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referred, the dispute shall be so referred. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) ; Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) ; The language of the expert proceedings and the expert’s determinations shall be in English; f) ; The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with SectionSection 11.3 as the sole means of enforcing the determination; and Each Party shall bear the costs and expenses of all lawyers, advisors, witnesses and employees retained by it in connection with the expert proceedings; Provided, however, that in circumstances where the expert determines that a matter referred to him was not subject to a bona fide dispute, the costs and expenses incurred by the prevailing Party and the expert in connection with such matter shall be paid by the non-prevailing Party. 11.4 If the dispute cannot be settled within sixty (60) days by mutual discussions as contemplated in Section 11.1, and referral to an expert is neither prescribed nor elected by the Parties with respect to any technical dispute, upon written demand of either Party, the dispute shall finally be settled by an arbitral tribunal (the “Tribunal”) governed by and conducted in accordance with the ICC Rules of Arbitration (the “Rules”) in force as of Effective Date (or such Rules as may be in force at the time such arbitration is commenced), as follows: The RE DEVELOPER will nominate one (1) arbitrator and the DEPARTMENT will nominate one (1) arbitrator within thirty (30) days from the date of a request by either Party to initiate arbitration. The two Party-nominated arbitrators will then jointly nominate a third arbitrator within thirty (30) days from the date of the appointment of the second arbitrator, to act as Chairman of the Tribunal. Arbitrators not nominated within the time limits set forth in the preceding sentence shall be appointed by the ICC Court of International Arbitration; Unless otherwise agreed by the Parties, the venue of the arbitration shall be in Metro Manila, Philippines; The language of the arbitration and award shall be in English; The Tribunal shall not be authorized to impose, and either Party shall not be authorized to seek from any judicial authority, any requirement that the Party posts security for the costs of the other Party; and The decision of the Tribunal shall be final and binding upon the Parties. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. 11.5 The right to arbitrate disputes under this RE Contract shall survive the Expiration or Termination of this RE Contract.

Disputes and Arbitration. 13.1 14.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.110.1, a10.2, 13.1(a) and 12.216.6 hereof, a) hereof shall be settled amicably within a period of sixty (60) days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 14.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section Sections IV (Contract Area) and V (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; Provided, That Provided that any Party, in its sole discretion, may require the dispute be referred to arbitration under Section 11.3 14.4 hereof. 13.3 14.3 The following shall govern the rules of referral to an independent expertreferral: a) After the sixty (60)-day period in Section 13.1 14.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days after from receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referredof such expert’s reference, the dispute shall be so referredreferred to the independent expert mentioned in Section 14.2 hereof. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the expert proceedings and the expert’s determinations shall be in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with Section 14.4 as the sole means of enforcing the determination; and

Disputes and Arbitration. 13.1 15.1 Any dispute, controversy or claim arising out of or relating to this RE Contract, except Sections 12.111.1, 11.2, 14.1 (a), 14.2 (a) and 12.217.6 hereof, a) hereof shall be settled amicably within a period of sixty (60) calendar days after receipt by one Party of a notice from the other Party of the existence of the dispute. 13.2 15.2 If the dispute cannot be settled amicably within the sixty (60)-day period, the Parties shall, with respect to disputes arising out of or in connection with Section Sections V (Contract Area) and VI (Work Program) hereof, refer the dispute to an independent expert for resolution in the manner provided below; : Provided, That any Party, in its sole discretion, may require that the dispute be referred to arbitration under Section 11.3 15.4 hereof. 13.3 15.3 The following shall govern the rules of referral to an independent expertreferral: a) After the sixty (60)-day period in Section 13.1 15.1 has passed, any Party may give notice to the other Party of its intention to refer the dispute to an expert in accordance with the provisions of this RE Contract; b) The respondent shall, within twenty-one (21) calendar days after from receipt of the notice of intention to refer, serve on the applicant a notice of its intention to defend; c) If within fourteen (14) calendar days after the applicant’s receipt of the respondent’s notice of intention to defend, the Parties have agreed on an expert and on the terms under which the dispute shall be referredof such expert’s reference, the dispute shall be so referredreferred to the independent expert mentioned in Section 15.2 hereof. In the event that within such fourteen (14)-day period, the Parties are unable to agree upon an expert to be appointed hereunder or upon the terms of such expert’s reference or both, then either Party may request the International Chamber of Commerce (“ICC”) International Centre for Expertise to appoint an expert, and the matters to be determined by such expert shall be those set out in the notice of intention to refer and the notice of intention to defend; d) Unless the Parties agree otherwise, any expert proceedings under this Section shall be required to follow the ICC Rules for Expertise in force as of Effective Date; e) The language of the expert proceedings and the expert’s determinations shall be in English; f) The Parties hereby agree to be bound by, to perform this RE Contract in accordance with, and to implement, as the case may be, the determination of the expert. Failure by one Party to so act shall constitute a breach of this RE Contract and shall be submitted to arbitration in accordance with Section 15.4 as the sole means of enforcing the determination; and