Common use of Expert Determination Clause in Contracts

Expert Determination. If a Dispute relates to any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determination. The expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

Expert Determination. If 31.1 In the event of a Dispute relates arising out of or in connection with the Licence which is expressly stated in this Licence to any aspect of be referable to expert determination, the technology underlying the provision of the Services or otherwise relates Parties agree to a technical matter of an IT, accounting or financing nature and submit the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an ad hoc expert for determinationproceedings. The expert shall be appointed by agreement the ICC International Centre for ADR in writing between accordance with the PartiesRules for the Appointment of Experts and Neutrals of the International Chamber of Commerce (the “ICC Expert Rules”). 31.2 The expert, but once appointed, shall have no ex parte communications with any of the Parties concerning the expert determination or the underlying Dispute. 31.3 All Parties agree to cooperate fully in the event expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information and personnel reasonably necessary to make a failure fully informed decision in an expeditious manner. 31.4 The expert shall endeavour to agree resolve the Dispute within 10 Working Days thirty (30) days (but no later than ninety (90) days) after his or her appointment, taking into account the circumstances requiring an expeditious resolution of the relevant request made pursuant to Paragraph 6.1, matter in Dispute. 31.5 The expert's fees and any costs properly and reasonably incurred by them in arriving at their determination (including any fees and costs of any advisers appointed by the expert) shall be borne by the Parties equally or if the person appointed is unable or unwilling to act, in such other proportions as the expert shall be appointed: if the Dispute relates to any aspect reasonably direct, taking into account all relevant circumstances of the technology underlying the provision case. 31.6 Subject to Article 7.7 (Approval of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society Proposed Development and Production Plan ) and Article 26 (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England Domestic Unitization and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (bJoint Development ), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert expert‟s decision shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; Parties and not subject to any rights of appeal, unless challenged in an arbitration within ninety (90) days of the Expert shall decide date the procedure expert‟s final decision is received by the Parties to be followed in the determination and Dispute. Such arbitration shall be requested limited to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and disputes regarding: (a) the Parties shall assist and provide the documentation that the Expert requires for the purpose scope of the determinationexpert‟s jurisdiction; any amount payable by one Party to another as (b) whether there was a result material breach of the Expert's expert to follow the procedures in accordance with this Licence; (c) whether the expert determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Partieswas affected by fraud; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.or

Expert Determination. 3.1 If the Strategic Oversight Group recommends that a Dispute relates to is referred for expert determination, any aspect of the technology underlying Parties to the provision Dispute must refer the Dispute to expert determination by any one of them giving written notice to that effect to the others (an “Expert Determination Notice”). The Expert Determination Notice must include a brief statement of the Services issue or otherwise relates issues which it is desired to a technical matter refer, the expertise required in the expert, and the solution sought.‌ 3.2 If the Parties have agreed upon the identity of an IT, accounting or financing nature expert and the Dispute expert has confirmed in writing their readiness and willingness to embark upon the expert determination, then that person will be appointed as the Expert. 3.3 Where the Parties have not agreed upon an expert, or where that person has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5confirmed their willingness to act, then either of them may apply to CEDR for the appointment of an expert. The request must be in writing, accompanied by a copy of the Expert Determination Notice and the appropriate fee and must be copied simultaneously to the others. The receiving Party may make representations to CEDR regarding the expertise required in the expert. The person nominated by written notice CEDR will be appointed as the Expert. 3.4 The Party serving the Expert Determination Notice must send to the Expert and to the other request Party within five (agreement to which request shall not be unreasonably withheld or delayed5) that the Dispute be referred to an expert for determination. The expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within 10 Working Days of the relevant request made pursuant appointment of the Expert a statement of its case, including a copy of the Expert Determination Notice, this PAA, details of the circumstances giving rise to Paragraph 6.1, or if the person appointed is unable or unwilling to actDispute, the expert shall reasons why it is entitled to the solution sought, and the evidence upon which it relies. The statement of case must be appointed: if confined to the Dispute relates issues raised in the Expert Determination Notice.‌ 3.5 The Party not serving the Expert Determination Notice must reply to any aspect of the technology underlying Expert and to the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society other Party within five (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a5) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of receiving the relevant request made statement of case, giving details of what is agreed and what is disputed in the statement of case and the reasons why. 3.6 The Expert must produce a written decision with reasons within thirty (30) Working Days of receipt of the statement of case referred to in paragraph 3.4, or any longer period as is agreed by the Parties after the Dispute has been referred.‌ 3.7 Subject to the timescale agreed pursuant to Paragraph 6.1paragraph 3.6 above, such body the Expert will have complete discretion as may be specified by to how to conduct the President expert determination, and will establish the procedure and timetable. 3.8 The Parties must comply with any request or direction of the Law Society on application by either PartyExpert in relation to the expert determination. 3.9 The Expert must decide the matters set out in the Expert Determination Notice, together with any other matters which the Parties and the Expert agree are within the scope of the expert determination. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (must send their decision in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified writing simultaneously to the Parties; . Within five (5) Working Days following the process shall be conducted in private and shall be confidential; and date of the decision the Parties must provide the Expert shall determine how with any requests to correct minor clerical errors or ambiguities in the decision. 3.10 The Parties must bear their own costs and by whom expenses incurred in the expert determination and are jointly liable for the costs of the determinationExpert. 3.11 The decision of the Expert is final and binding, including his/her fees except in the case of fraud, collusion, bias, or material breach of instructions on the part of the Expert, in which case a Party will be permitted to apply to Court for an order that: 3.11.1 the Expert reconsider his decision (either all of it or part of it); or 3.11.2 the Expert’s decision be set aside (either all of it or part of it). 3.12 If a Party does not abide by the Expert’s decision the other Party may apply to Court to enforce it. 3.13 All information, whether oral, in writing or otherwise, arising out of or in connection with the expert determination will be inadmissible as evidence in any current or subsequent litigation or other proceedings whatsoever, with the exception of any information which would in any event have been admissible or disclosable in any such proceedings. 3.14 The Expert is not liable for anything done or omitted in the discharge or purported discharge of their functions, except in the case of fraud or bad faith, collusion, bias, or material breach of instructions on the part of the Expert. 3.15 The Expert is appointed to determine the Dispute or Disputes between the Parties and expensesthe Expert’s decision may not be relied upon by third parties, are to be paid.whom the Expert shall have no duty of care. SCHEDULE 5- CHANGE PROCEDURE‌

Expert Determination. If the liability for or quantum of a Dispute relates Leakage Claim notified pursuant to any aspect Clause 11.5(a) above is not agreed in writing between the Purchaser and the Seller within 10 Business Days of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice Leakage Claim being notified to the other request Seller (agreement to which request the “Leakage Dispute”): (a) the Leakage Dispute shall not be unreasonably withheld or delayed) that the Dispute be referred to an independent expert for determination. The appointed by agreement between the Purchaser and the Seller (and, in the absence of such agreement as to the independent expert within five Business Days, the independent expert shall be appointed chosen by agreement in writing between the Parties, but in the event of a failure to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of for the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President time being of the Institute of Chartered Accountants of in England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), Wales on the instructions written application by the Purchaser) (the “Leakage Expert”) who shall determine the amount of Leakage (if any) received by the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1Seller, such body as may determination to be specified made by the President of the Law Society on application by either Party. The Leakage Expert shall act acting on the following basis: he/she : (i) the Leakage Expert shall act as an expert and not as an arbitrator arbitrator; (ii) the Leakage Expert’s terms of reference shall be limited to determining the liability for and/or the quantum of Leakage as set out in the notice of the relevant Leakage Claim; (iii) the Leakage Expert’s determination with respect to any Leakage Dispute shall be within the range of values assigned by the Purchaser to such item in the notice of the relevant Leakage Claim and the liability for or quantum of Leakage in respect of such Leakage Claim asserted by the Seller, and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter Purchaser and the Parties shall assist and provide Seller; (iv) except to the documentation extent that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; Purchaser and the Seller agree otherwise in writing, the Leakage Expert shall determine how his own procedure, but the procedure of the Leakage Expert shall give the Purchaser and the Seller a reasonable opportunity to make written and oral representations, allow a party to the Leakage Dispute to be present while any oral representations are being made to the Leakage Expert by whom the other party, and require a party to the Leakage Dispute to supply to the other party a copy of any written representations at the same time as they are supplied to the Leakage Expert; (v) if, notwithstanding paragraph (iv) above, the Leakage Expert determines that he lacks sufficient evidence or information to determine the liability for and/or the quantum of Leakage as set out in the notice of the relevant Leakage Claim, he may decline to provide a determination and Clause 35 shall apply; (vi) the Leakage Expert’s costs (including any fees and costs of any advisers appointed by the Leakage Expert) shall be based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested between the Parties, as determined by the Leakage Expert. For example, if EUR 100 is contested by the relevant Parties and EUR 75 is awarded to the Purchaser, then the Purchaser shall pay 25% of the costs of the determinationLeakage Expert and the Seller shall pay 75% of the costs of the Leakage Expert; and (vii) the Purchaser and the Seller shall cooperate with the Leakage Expert, and shall comply with all reasonable requests (including his/her fees and expensesrequests for information relating to a Target Company) made by the Leakage Expert in connection with the carrying out of his duties. (b) Following the Leakage Expert determining the amount of Leakage received by, are or for the benefit of, the Seller, if any, the Seller shall pay to be paidthe Purchaser an amount in cash equal to the amount of any Leakage so determined. (c) For the avoidance of doubt, the appointment of a Leakage Expert prior to Completion shall not give rise to a right of any Party to defer, or otherwise delay, Completion.

Expert Determination. If the Parties, through the J-JSC or otherwise, are unable to agree on Minimum Sales Requirements, forecasts, issues regarding the XXX Xxxxx Listing as provided in Section 5.8 and a Dispute relates material safety risk, either Party may submit such dispute to any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation binding Expert Determination for resolution in accordance with Paragraph 4 orthe following provisions: (a) The submitting Party shall notify the other Party of its decision to initiate the Expert Determination proceeding pursuant to this Section 17.3.2 through written notice; (b) Within ten (10) days following receipt of such notice, the Parties shall use Commercially Reasonable Efforts to agree on an independent third party expert with at least ten (10) years of experience in a managerial position regarding the marketing, sales and distribution of pharmaceutical compounds or products, or if applicablesuch dispute is with respect to the XXX Xxxxx Listing, mediation an independent third party expert with at least ten (10) years of experience in regulatory matters and direct experience negotiating or advising as an expert on matters related to the XXX Xxxxx determination. If the Parties cannot agree on such expert within such time period, each Party shall nominate one independent expert within such ten (10)-day period, and the two experts so selected shall nominate one independent expert within ten (10) calendar days of their nomination. Such independent expert agreed by the Parties or nominated by the two experts nominated by the Parties shall be referred to as the “Presiding Expert”. No person nominated by a Party or appointed by the experts shall be entitled to act as the Presiding Expert unless such person satisfies the qualications set out above. Any person appointed or selected as the Presiding Expert in accordance with Paragraph 5the above provisions shall be entitled to act as such expert provided that before accepting such appointment, then the proposed Presiding Expert shall have fully disclosed in writing any interest or duty which conflicts or may conflict with the function under the appointment and/or may prejudice an opinion. No person shall, without the prior written agreement of both Parties, be appointed as expert who is, or has been, an employee of either Party or either Party’s Affiliate or who is, or has been, a consultant to or contractor of either Party or either Party’s Affiliate or who holds any financial interest in either Party or either Party’s Affiliate. No person shall be appointed as a Presiding Expert who has not agreed to hold in confidence any and all information furnished by the Parties in connection with the dispute and the existence of the dispute and the outcome thereof; (c) Within ten (10) days of its appointment, the Presiding Expert shall set a date for the hearing, which date shall be no more than thirty (30) days after the date the Presiding Expert has accepted the appointment; (d) The Expert Determination shall be in an accelerated form; accordingly, at least fourteen (14) calendar days prior to the hearing, each Party shall provide the Presiding Expert with a proposed resolution, along with supporting documentation (each, a “Proposed Resolution”) to the issue in question. Such Proposed Resolution may by be no more than thirty (30) pages, single spaced, single-sided (inclusive of any graphs or exhibits, and secondary materials), and must clearly provide and identify the Party’s position with respect to the disputed matter(s) (“Position”) and shall be written notice in the English language; (e) After receiving both Parties’ Proposed Resolutions, the Presiding Expert will distribute each Party’s Proposed Resolution to the other request Party. Seven (agreement 7) calendar days in advance of the hearing (described in clause (f) below), the Parties shall submit to which request shall not be unreasonably withheld or delayedthe Presiding Expert and exchange response briefs of no more than ten (10) that pages, with the Dispute be referred same rules applied as to an expert for determinationthe Proposed Resolution. The Parties’ Proposed Resolution and responsive briefs may also include or attach demonstratives and/or expert opinion based on the permitted documentary evidence, subject to the page limits. Neither Party may have any other communications (either written or oral) with the Presiding Expert other than for the sole purpose of engaging the Presiding Expert or as expressly permitted in this Section 17.3.2; (f) The hearing shall consist of a one (1) day hearing of no longer than eight (8) hours, such time to be appointed by agreement in writing split equally between the Parties, but in the event form of a failure to agree within 10 Working Days presentations by counsel and/or employees and officers of the relevant request made pursuant Parties. No live witnesses shall be permitted except expert witnesses whose opinions were provided with the Parties’ briefs. The Presiding Expert shall determine whether to Paragraph 6.1hold the meeting in person, in which case it will be held in Tokyo, Japan or if by video or teleconference and all hearings and meetings shall be conducted in the person appointed is unable or unwilling to actEnglish language; (g) No later than ten (10) calendar days following the hearing, the expert Presiding Expert shall issue his or her written decision. The Presiding Expert shall take into due consideration each Party’s Position and changes in the market environment of the Product but shall be appointed: if the Dispute relates under no obligation to any aspect of the technology underlying the provision of the Services select one Party’s Proposed Resolution as his or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Partyher decision. The Expert Presiding Expert’s decision shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; Parties and the written decision by the Presiding Expert shall decide constitute a binding agreement between the procedure to Parties that may be followed enforced in the determination accordance with its terms. Each Party shall bear its own costs and expenses in connection with such Expert Determination, and shall be requested to make his/her determination within 30 Working Days share equally the experts’ fees and expenses; (h) The violation of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose one of the determination; any amount payable time limits prescribed in this Section 17.3.2 by one Party the expert shall not affect the expert’s competence to another as a result of decide on the Expert's determination subject matter, and shall be due not affect the final and payable within 20 Working Days of binding decision rendered by the Expert's determination being notified to expert, unless otherwise agreed by the Parties; the process and (i) The above Expert Determination shall be conducted the exclusive and binding remedy of either Party if the Parties cannot agree on those matters designated in private and shall be confidential; and this Agreement as being subject to Expert Determination, with the Expert shall determine how and by whom the costs exception of the determination, including his/her fees and expenses, are to be paidSection 12.5 regarding material safety risk.

Expert Determination. If a Dispute relates to any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayedA) that the Dispute be referred to an expert for determination. The expert shall be appointed by agreement in writing between the Parties, but in In the event of any dispute between Electrabel and XXXXX with respect to a failure cost or amount in the Initial Budget, a Proposed Budget Update, or under the reconciliation process outlined in Clause 7.7 (Reconciliation and true-up) (a “Cost Dispute”), each of Electrabel and XXXXX will use its reasonable endeavours for a period of not less than 10 Business Days and not more than 20 Business Days after the notification by either Party that a Cost Dispute exists (or such other period as the Parties may agree, the “Resolution Period”) to agree within 10 Working Days resolve such Cost Dispute, including through convening any meeting(s) between appropriate representatives of the relevant request made pursuant Parties (being the Director-General of DG Energy of the SPF Economie for XXXXX and the Chief Technical Officer, BU Nuclear for Electrabel). (B) If Xxxxxxxxxx and XXXXX are unable to Paragraph 6.1resolve any Cost Dispute during the Resolution Period, either Electrabel or if XXXXX may, no later than the person appointed is unable or unwilling date falling 10 Business Days after the end of the Resolution Period, notify the other Parties (an “Expert Notice”) that it wishes to act, refer the dispute to an independent third party expert (acting as an expert and not an arbitrator) (the “Expert”). (C) The Expert shall be appointed: : (i) if within the Dispute relates to any aspect 10 Business Days following an Expert Notice (the “Joint Appointment Period”), by common agreement between Electrabel and XXXXX; or (ii) upon the expiry of the technology underlying the provision of the Services or a matter of an IT technical natureJoint Appointment Period, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application IRE (Institut des Réviseurs d’Entreprises) if requested by either PartyElectrabel or XXXXX within five Business Days of the expiry of the Joint Appointment Period. (D) The Expert’s scope of work shall solely be to determine: (i) whether such cost or amount relates to the Development Activities; (ii) the quantum of such cost or amount; and (iii) whether, and if so to what extent, the provisions of Clause 7.1(A) or Clause 7.1(B) apply. (E) The Expert may consult other technical experts and shall submit its decision within 20 Business Days of its appointment. The determination of the Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; , without prejudice to the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within 30 Working Days right of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; to submit any amount payable by one Party to another other dispute (such as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified dispute in relation to Clause 7.1(C) and/or Clause 7.1(D)) to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the appropriate jurisdiction. (F) The costs of the determinationExpert will be borne as determined by such expert, including his/her fees depending on (among other factors) the circumstances, the determination of the third party expert and expenses, are to be paidthe merits of the relevant Parties’ positions.

Expert Determination. If Subject to Clause 20.1 (Senior Manager Discussion) and the Technical Dispute Determination Option, if a Dispute relates to any aspect of the technology underlying the provision of the Services or otherwise relates to is a technical matter of an ITTechnical Dispute, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may refer the Technical Dispute for determination by written an Independent Expert under the terms of this Clause 20.3 ("Expert Determination"). The Expert Determination process will be commenced by a Party delivering a notice to the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 20.3(b) (Expert Determination), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request (agreement the Expert Appointing Authority47 to which appoint the Independent Expert to determine the Technical Dispute. The request shall not indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be unreasonably withheld or delayed) that required. The other Party shall have the Dispute opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties, decide upon the procedure to be referred followed in order to an expert for arrive at his determination. The expert Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall be appointed by agreement in writing between issue an Expert Determination not later than forty-five (45) Business Days from the Parties, but in date of his instruction and shall include the event of a failure reasons for the decision. Subject to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to actClause 20.3(h) (Expert Determination), the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) Determination will be final and binding on the Parties; . Subject to Clause 20.3(h) (Expert Determination), the Expert shall decide the procedure to be followed in the determination and Determination shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and complied with promptly by the Parties shall assist and provide the documentation that Parties. If the Expert requires for Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, each Party may by notice provided to the purpose other Party not later than twenty (20) Business Days following the date of issue of the determination; , regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 20.4(a) (Arbitration). Following twenty one (21) Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for reissuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any amount payable Expert Determination may be reissued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause 20.3 (Expert Determination) against any such arbitral award. Arbitration48 Unless resolved amicably or in the case of a Technical Dispute, by Expert Determination and subject to the requirements in Clause 20.1 (Senior Manager Discussions) (and Clause 20.3(a) (Expert Determination), all Disputes shall be finally settled49 by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one Party to another as a result of or more arbitrators appointed in accordance with the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process said Rules.50 The arbitration shall be conducted in private and the Arbitration Language. The seat or legal place of the arbitration shall be confidential; the Arbitration Seat.51 The Governing Law shall also apply to this Clause 20.4 (Arbitration). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the PPA, the Implementation Agreement, the Supply Agreement, the Installation Agreement or any Finance Agreement, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and the Expert shall determine how and by whom the costs its counterparty under any of the determination, including his/her fees and expenses, are aforementioned agreements to be paid.allow for the resolution in a single arbitration of a related dispute raising common questions of law or fact under this Agreement.52

Expert Determination. If a A Dispute relates to any aspect of between the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party Parties may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determination. The expert shall be appointed by agreement in writing Expert where provided under the terms of this Agreement, or otherwise agreed between the Parties, but based on the following procedure: (a) Any Party may initiate an Expert reference under this Clause 31.4 in the event respect of a failure Dispute by proposing to agree within 10 Working Days the other Party the appointment of an Expert. If the relevant request made pursuant to Paragraph 6.1Expert has been appointed, or if the person appointed but is unable or unwilling to actcomplete the reference, the expert another Expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and arbitrator. (b) The Parties shall act fairly and impartially; the Expert's determination shall (cooperate fully in the absence expeditious conduct of such Expert determination and provide the Expert with reasonable access to facilities, documents, information and personnel requested by the Expert to make a material failure fully informed decision in an expeditious manner as so directed by such Expert. (c) The Expert shall be and remain at all times wholly impartial, and, once appointed, the Expert shall have no ex parte communications with either of the Parties concerning the Expert determination or the underlying Dispute. (d) Before issuing a final decision, the Expert shall issue a draft report and allow the Parties to follow comment on it. (e) The Expert shall endeavour to resolve the agreed proceduresDispute within ***** days (but no later than ***** days) after their appointment, taking into account the circumstances requiring an expeditious resolution of the matter in dispute. (f) The Expert’s decision shall be final and binding on the Parties; . ​ ​ SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). ​ (g) If the Expert shall decide the procedure to be followed in the determination decides that a sum is due and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination other Party then: (i) any such sum shall be due and payable within 20 Working Days ***** days of receipt by the Parties of written notice of such decision, unless the Expert decides otherwise; and (ii) interest shall accrue at the Interest Rate in respect of late payment. (h) The fees of the Expert's determination being notified Expert and any other costs of and incidental to the Parties; the process reference to Expert determination shall be conducted payable by the Parties in private such amounts and shall be confidential; and on such terms as the Expert shall may determine how and by whom (following the costs provisions of the Charter Agreement, where applicable) but, in the absence of any such determination, including his/her fees and expenses, are to be paidby the Parties in equal shares.

Expert Determination. (i) A Dispute relating exclusively to Technical Issues which is not resolved by mediation within twenty (20) Business Days of the date of the Dispute Notice may be referred by either Party by notice in writing to the other Party to determination by an Expert in accordance with this Clause 12.4(c) (“Expert Referral Notice”). (ii) If a Party considers that the Dispute does not relate exclusively to Technical Issues then it may, within five (5) Business Days after the date of the Expert Referral Notice, serve a notice of objection (“Notice of Objection”) on the other Party and the Commission. (iii) If a Notice of Objection is served pursuant to Clause 12.4(c)(ii), the Commission shall determine whether the Dispute relates exclusively to any aspect Technical Issues. (iv) If a Notice of Objection is served pursuant to Section 12.4(c)(ii) and the technology underlying Commission decides that the provision Dispute relates exclusively to Technical Issues or if no Notice of Objection is served within the Services or otherwise relates timeframe referred to in Clause 12.4(c)(ii), the Dispute shall be determined in accordance with this Clause 12.4(c). (v) If a technical matter Notice of an ITObjection is served pursuant to Section 12.4(c)(ii) and the Commission decides that the Dispute does not relate exclusively to Technical Issues, accounting or financing nature this Clause 12.4(c) shall not apply and the Dispute has not shall be deemed to be referred to arbitration pursuant to Clause 12.4(d) on the date of notice from the Commission. (vi) The procedure for the appointment of an Expert shall be as follows: (A) the Parties shall attempt to agree on the appointment of a single Expert to settle the Dispute; (B) if by the later of five (5) Business Days after the date of the Expert Referral Notice and ten (10) Business Days after the decision of the Commission pursuant to Clause 12.4(c)(iv), the Parties have been resolved by commercial negotiation unable to agree on the choice of an Expert, any Party may inform the President for the time being of the IEI of the nature and complexity of the Dispute and request him or his nominee to appoint an Expert within ten Business Days of being requested to do so for the determination of the Dispute; (C) upon the Expert being agreed on or appointed in accordance with Paragraph 4 orthis Section 12.4(c)(iv), the Parties shall immediately notify the Expert of his appointment and shall request him to confirm within five (5) Business Days whether or not he is willing and able to accept the appointment and, if applicablehe accepts the appointment, mediation to confirm his independence subject to Clause 12.4(c)(xi); (D) the Expert shall be a person suitably qualified by education, experience and/or training to determine the Dispute; (E) the Expert shall be entitled to: (1) seek such independent professional (including legal) and/or technical advice; and (2) obtain such secretarial assistance, as he may deem reasonably necessary; and (F) the Expert and his assistants (if any) shall, as a pre- requisite to the Expert’s appointment, enter into a confidentiality undertaking with the Parties in accordance with Paragraph 5, then either Party may by written notice the terms equivalent to those of Clause 16.1 (Confidentiality) mutatis mutandis. (vii) Any and all communications between the Parties and the Expert shall be made or confirmed in writing and a copy of such communications shall be provided simultaneously to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determinationParty. The expert shall be appointed by agreement in writing No meeting between the Parties, but in the event of a failure to agree within 10 Working Days Expert and either of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert Parties shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if take place unless both the Parties do not reach agreement on the relevant body within 15 Working Days have been given a reasonable opportunity to attend. (viii) The terms of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President reference of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide include the procedure following: (A) the Expert shall, as soon as practicable after the confirmation of his appointment, call the Parties to a meeting (which shall, together with all other meetings, be followed held in Ireland) at which he shall clarify, and, if necessary, define the determination Dispute and give directions as to the future conduct of the Dispute; (B) the Expert may, from time to time, give such directions as he sees fit; (C) the Parties shall be requested entitled to supply data and information and make his/her submissions to the Expert and the Expert shall make his determination as soon as reasonably practicable and in any event shall furnish the Parties with a draft of his proposed determination, together with full written reasons, within 30 Working twenty (20) Business Days of his appointment or such other time as agreed in writing by the Parties; (D) the Expert shall give full written reasons for his determination; (E) the Parties shall be entitled to make representations to the Expert within ten (10) Business Days after the receipt of the draft of the Expert’s proposed determination, and (F) the Expert shall issue his final determination within ten (10) Business Days or as soon as is reasonably practicable thereafter after the expiry of the time period referred to in Clause 12.4(c)(viii)(E). (ix) If an Expert declines appointment or after appointment dies or is removed by order of a competent court or is incapable of acting and the Parties do not by agreement fill the vacancy, then another Expert shall assist and provide be appointed by the documentation that the Expert requires President for the purpose time being of the determination; IEI or his nominee, as the case may be, in accordance with the procedures set out in Clause 12.4(c)(vi). (x) If, within a reasonable period, but in any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.event not later than sixty

Expert Determination. Before proceeding to arbitration or litigation of a Dispute, the parties may obtain a recommendation on the Dispute from an Expert. The Expert’s review will not be required as a prerequisite to arbitration or litigation where the matter in dispute has been previously considered by the Project Adjudicator or if the parties agree to waive the Expert’s review. If a Dispute relates to the parties agree on the Expert, the parties shall jointly appoint the Expert as soon as possible and, in any aspect event, within 5 Business Days after delivery of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) requiring that the Dispute be referred to resolved by an expert for determinationExpert. The expert shall be appointed by agreement in writing between If the Parties, but in the event of a failure parties fail to agree or jointly appoint the Expert within 10 Working Days such 5 Business Day period, either party may apply to the Court of Queen’s Bench of Saskatchewan to appoint the Expert, in which case the court shall appoint the Expert at the earliest opportunity from the list of potential Experts submitted by the parties or, if either or both parties fail to submit their list of potential Experts within 7 Business Days, the court may appoint such person as the Expert who meets the requirements set out in this Schedule 6 for qualifications and experience of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either PartyExpert. The Expert will be appointed on a Dispute by Dispute basis, with each Expert having the qualifications and experience relevant to the issues in the particular Dispute for which the Expert is appointed. The Expert will participate in the Dispute as follows: (a) the Expert will conduct a review of the Dispute in the manner the Expert decides is most suitable, including on-site inspections and discussions with any persons; (b) the parties will comply with all reasonable requests from the Expert for additional information and documents which the Expert considers necessary for the review, provided that any information given to the Expert by a party will be given to the other party and all information disclosed in accordance with this Section 2.4(b) shall act be deemed Confidential Information; (c) the Expert may, with the written approval of the parties, retain others to assist with the review; (d) the Expert will deliver to the parties a brief written recommendation on the following basis: he/she shall act Dispute within 10 Business Days of referral to the Expert or such longer period as agreed to in writing by both parties; (e) unless otherwise agreed by the parties, a recommendation of an expert and Expert is not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide the procedure to parties, and an Expert’s review will be followed in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires sought only for the purpose of assisting the determination; parties to reach agreement with respect to the Dispute; (f) an Expert who has rendered a recommendation on a Dispute may not be retained by either party and may not be called by either party to give evidence with respect to the Dispute in any amount payable by one Party subsequent arbitration or court proceeding to another as a result resolve the Dispute, nor will either party refer to or enter into evidence the recommendation of the Expert's determination Expert in such proceeding, unless required by Applicable Law; and (g) the City and Project Co will agree to release and indemnify the Expert in respect of certain claims provided the Expert has acted in good faith and in accordance with the agreement among the parties. Each party shall be due and payable within 20 Working Days of the Expert's determination being notified bear its own costs related to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and for resolution of a Dispute by whom an Expert. In addition, the costs of the determination, including his/her fees and expenses, are to Expert shall be paidborne equally by the parties.

Expert Determination. (a) If a Dispute relates to any aspect is of a type specified in clause 31.2(a), within 20 Business Days after service of a Dispute Notice, senior representatives of the technology underlying the provision of the Services or otherwise relates parties with authority to a technical matter of an IT, accounting or financing nature and resolve the Dispute must meet in good faith to try to resolve the Dispute. (b) If, within 45 days of service of a Dispute Notice: (i) the meetings under clause 31.3(a) have not taken place; or (ii) the Dispute to which the Dispute Notice refers has not been resolved resolved, then either party may propose to the other party that an Expert be appointed to determine the dispute, in which case clauses 31.3(c) to 31.3(n) will apply. (c) If, within 14 days of a party proposing the appointment of an Expert under clause 31.3(b), the parties cannot agree whether a dispute is: (i) a Technical Dispute; or (ii) a Financial Dispute, a final and binding decision in relation to that issue must be made by commercial negotiation a King’s Counsel or Senior Counsel admitted to practice in Australia, nominated by the Resolution Institute. The King’s Counsel or Senior Counsel who is nominated may ask the parties to produce short submissions on the issue in order to assist him or her in reaching a decision. (d) If the parties cannot agree on the identity of the relevant Expert within 14 days of (as applicable): (i) the proposal to appoint an Expert to determine the Dispute; (ii) a decision being made in accordance with Paragraph 4 clause 31.3(c); or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to (iii) the other request (agreement to which request shall not be unreasonably withheld or delayed) parties being notified that the Dispute be referred to an expert for determination. The expert shall be previously appointed by agreement in writing between the Parties, but in the event of a failure to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed Xxxxxx is unable or unwilling to actcomplete, the expert shall Expert must be nominated by the Resolution Institute (at the request of a party). (e) The parties must request that the Expert determine the referred Dispute within 30 days of appointment unless 30 days is unreasonable in the circumstances, in which case the parties will, acting reasonably, agree and request a longer period for determination. If the parties cannot agree on the period for determination of the Dispute then that period will be determined by the Expert. In any case, the Expert will endeavour to provide his written decision and reasons within 90 days of appointment. (f) If the Expert has been appointed, but is unable or unwilling to determine the reference, another Expert must be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society . (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(ag) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall must act as an expert Expert and not as an arbitrator arbitrator. (h) The parties will have the right to make representations and shall act fairly submissions to the Expert in such manner as the Expert may determine. There will be no formal hearing unless the Expert decides that this is necessary. (i) The Expert will have power to request any party to provide the Expert with such statements or documents or information within their control as the Expert may determine and impartially; the parties must comply with any such request. (j) The Expert must give the Expert's determination shall decision in writing and with reasons to the parties, which decision: (in i) must promptly be given effect by the absence of a material failure to follow the agreed proceduresparties; and (ii) will be final and binding (save in the case of fraud or manifest error) on the Parties; parties. (k) If the Expert shall decide the procedure to be followed in the determination decides that a sum is due and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party party to another as a result of the Expert's determination shall party then: (i) any such sum will be due and payable within 20 Working Days 14 days of receipt by the parties of written notice of such decision, unless the Expert decides otherwise; and (ii) interest will accrue in accordance with clause 22.5 in respect of late payment. (l) The fees of the Expert's determination being notified Expert and any other costs of and incidental to the Parties; the process shall Expert determination will be conducted in private and shall be confidential; and payable by such party as the Expert shall may determine how and but, in the absence of any such determination, by whom the costs parties in equal shares. (m) By submitting a Dispute to Expert determination in accordance with this clause 31.3, the parties undertake to carry out any decision of the Expert without delay. (n) Where a determination made by an Expert contains a clerical mistake, an error arising from an accidental slip or omission, or a material miscalculation, the Expert may correct his or her determination, including his/her fees and expenses, are to be paid.

Expert Determination. If ‌ (a) Either Party may, subject to clause 29.2 (Resolution by the Senior Representatives), refer a Dispute relates to any aspect be determined by an Expert if either: (i) the Parties have agreed in writing that a Dispute is amenable to determination by an Expert pursuant to clause 29.2(c); or (ii) the Dispute is an Expert Determination Dispute. Such referral shall be effected by either Party giving a notice (an "Expert Determination Notice") to the other Party. An Expert Determination Notice shall: (i) the nature and a brief description of the technology underlying the provision Dispute; (ii) details of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature where and when the Dispute has arisen; (iii) the nature of the relief, determination, remedy or recourse sought; (iv) details of any other disputes of which the Party is aware that may be consolidated or joined; and (v) a proposal as to the identity of the Expert, and terms of reference, of the Expert and the relevant expertise that the referring Party considers qualifies the Expert to determine the relevant Expert Determination Dispute. (b) The Party receiving the Expert Determination Notice (Respondent) shall, within [a period to be determined] of service of the Expert Determination Notice, notify the other Party (Claimant) whether or not been resolved it is willing to appoint the Expert proposed by commercial negotiation the Claimant. If the Respondent does not agree with the Claimant's proposal, the Respondent must propose an alternative Expert for consideration by the Claimant. If the Parties have failed to agree on the appointment of the Expert within [a period to be determined] of the date of the Expert Determination Notice (or such other period as the Parties may agree), any Party may request that the Expert be appointed by the LCIA, which shall be requested to choose a suitably qualified and experienced Expert for the Dispute in question, whose appointment shall be binding on the Parties. (c) Within [a period to be determined] of receipt of the proposed appointment or nomination, the Expert shall confirm its appointment in writing to the Parties stating: (i) its willingness and availability to act; and (ii) that the Expert has no conflict of interest which prevents it from determining the Dispute. (d) Within [a period to be determined] of the Expert having agreed to act, the Claimant shall refer the Dispute to the Expert by sending a report on the Dispute to the Expert and to the Respondent. The report shall include the following: (i) the subject matter of the Dispute and the issues to be resolved; (ii) the position the Claimant believes is correct and the Claimant's reasons for that position; (iii) copies of all the documents the Claimant considers to be important and relevant; (iv) a statement of the determination, remedy or recourse the Claimant seeks; and (v) details of any other disputes of which the Party is aware that may be consolidated or joined. (e) The date on which the Expert and the other Party receive the Claimant's submission shall be the Date of Referral. (f) The Respondent may, but is not obliged to, submit a response to the Expert and copies of any documents on which the Respondent intends to rely within [a period to be determined] of the Date of Referral (Date of Response). (g) The Expert shall reach a decision within [a period to be determined] of the Date of Response. (h) In determining any Dispute referred to the Expert, the Expert: (i) shall act fairly and impartially; (ii) shall establish the timetable and procedure for the expert determination; (iii) shall take the initiative in ascertaining the facts and the law; (iv) shall reach its decision in accordance with Paragraph 4 orthe applicable laws in relation to the Dispute referred to the Expert; (v) if requested by one of the Parties, if applicableshall provide reasons for its decision, mediation which shall be communicated to the Parties; and (vi) shall not be entitled to amend the Agreement as part of its determination. (i) The Arbitration Xxx 0000 and the law relating to arbitrators and arbitrations shall not apply to the Expert or its decision or the procedure by which the Expert reaches its decision. (j) In determining any Dispute referred to the Expert for a decision the Expert at its sole and absolute discretion shall take the initiative in accordance with Paragraph 5ascertaining the facts and the law as the Expert considers necessary in respect of the referral which may include: (i) considering any written representations, then statements and experts' reports submitted to the Expert by the Parties; (ii) instructing an expert and/or taking Counsel's opinion as to any matter raised in the Dispute, but the Expert shall not be entitled to delegate any decision to such expert or Counsel; and (iii) opening up, reviewing and revising any opinion, assessment, certificate, instruction, determination or decision of whatsoever nature given or made under the Agreement provided that the Expert may not in so doing purport to decide any matter excluded from this Expert Determination Procedure. (k) The Expert shall not be liable for anything done or omitted in the discharge or purported discharge of its functions as Expert unless such act or omission is in bad faith, and any employee, agent or adviser of the Expert shall be similarly protected from liability. (l) If the Expert is at any time unable or unwilling to act or fails to come to a decision within the specified time allowed, either Party may by written notice proceed to seek the appointment of a replacement Expert as if the Expert Determination Notice had just been served. (m) The replacement Expert shall be authorised to determine any Dispute which was submitted to the other request (agreement to Expert's predecessor but which request shall the Expert's predecessor had not be unreasonably withheld or delayed) that decided at the Dispute be referred to an expert for determination. The expert shall be appointed by agreement in writing between time when the Parties, but in the event of a failure to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is Expert's predecessor became unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society . (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(an) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination decision shall (in the absence of a material failure to follow the agreed procedures) be final and binding upon the Parties. (o) If either Party does not comply with the decision of the Expert, the other Party may take proceedings in the English Courts to secure enforcement of the decision. (p) The Expert may, in its determination, provide that one or other or both of the Parties pay the Expert's fees and each other's legal costs in such proportions as the Expert may specify on the general principle that costs should reflect the Parties; ' relative success and failure in the expert determination. In the absence of such a direction, each Party shall bear its own legal costs and the fees and expenses of the Expert shall decide the procedure to be followed paid in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable equal shares by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.

Expert Determination. If the liability for or quantum of Leakage notified pursuant to Section 2.3 (a Dispute relates to any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has "Leakage Claim") is not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determination. The expert shall be appointed by agreement agreed in writing between the Parties, but in Purchaser and the event of a failure to agree Seller within 10 Working ten (10) Business Days of the relevant request made pursuant Leakage Claim being notified to Paragraph 6.1, or if the person appointed is unable or unwilling to act, Seller (the expert "Leakage Dispute"): (a) the Leakage Dispute shall be appointed: if referred to Samil PwC, as an independent accounting firm, jointly appointed by the Dispute relates to any aspect Purchaser and the Seller (the "Leakage Expert"), which shall determine the amount of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society Leakage (or if any) paid by any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1Group Company, such body as may determination to be specified made by the President of the Law Society on application by either Party. The Leakage Expert shall act acting on the following basis: he/she : (i) the Leakage Expert shall act as an expert and not as an arbitrator arbitrator, and the amount of Leakage as determined by the Leakage Expert shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; Parties except in case of fraud or manifest error; (ii) the Expert Leakage Expert's terms of reference shall decide be limited to determining the procedure to be followed liability for and/or the quantum of Leakage as set out in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose notice of the determination; any amount payable by one Party to another as a result of relevant Leakage Claim; (iii) the Leakage Expert's determination with respect to any Leakage Dispute shall be due and payable within 20 Working Days the range of values assigned by the Purchaser to such item in the notice of the Expert's determination being notified relevant Leakage Claim and the liability for or quantum of Leakage in respect of such Leakage Claim asserted by the Seller; (iv) except to the Parties; extent that the process shall be conducted in private and shall be confidential; Purchaser and the Seller agree otherwise in writing, the Leakage Expert shall determine how his own procedure, but the procedure of the Leakage Expert shall give the Purchaser and the Seller a reasonable opportunity to make written and oral representations, allow a Party to the Leakage Dispute to be present while oral representations are being made to the Leakage Expert by whom the other Party, and require a Party to the Leakage Dispute to supply to the other Party a copy of any written representations at the same time as they are supplied to the Leakage Expert; (v) the Leakage Expert's costs (including any fees and costs of any advisers appointed by the Leakage Expert) shall be based upon the percentage that the portion of the contested amount not awarded to each Party bears to the amount actually contested between the Parties, as determined by the Leakage Expert. For example, if USD100 is contested by the relevant Parties and USD75 is awarded to the Purchaser, then the Purchaser shall pay 25% of the costs of the determinationLeakage Expert and the Seller shall pay 75% of the costs of the Leakage Expert; and (vi) the Purchaser and the Seller shall cooperate with the Leakage Expert, and shall comply with all reasonable requests (including his/her fees and expensesrequests for information relating to a Group Company) made by the Leakage Expert in connection with the carrying out of its duties. (b) Following the Leakage Expert's determination of the amount of Leakage paid by the relevant Group Company to, are or for the benefit of, the Seller or any of its Affiliates, if any, the Seller shall, within ten (10) Business Days from the date the Leakage Expert's official report has been delivered to be paidthe Parties, pay to the Purchaser or, at the sole discretion of the Purchaser, the applicable Group Company, an amount in cash equal to the amount of any Leakage so determined.

Expert Determination. (i) A Dispute relating exclusively to Technical Issues which is not resolved by mediation within twenty (20) Business Days of the date of the Dispute Notice may be referred by either Party by notice in writing to the other Party to determination by an Expert in accordance with this Clause 12.4(c) (“Expert Referral Notice”). (ii) If a Party considers that the Dispute does not relate exclusively to Technical Issues then it may, within five (5) Business Days after the date of the Expert Referral Notice, serve a notice of objection (“Notice of Objection”) on the other Party and the Commission. (iii) If a Notice of Objection is served pursuant to Clause 12.4(c)(ii), the Commission shall determine whether the Dispute relates exclusively to any aspect Technical Issues. (iv) If a Notice of Objection is served pursuant to Section 12.4(c)(ii) and the technology underlying Commission decides that the provision Dispute relates exclusively to Technical Issues or if no Notice of Objection is served within the Services or otherwise relates timeframe referred to in Clause 12.4(c)(ii), the Dispute shall be determined in accordance with this Clause 12.4(c). (v) If a technical matter Notice of an ITObjection is served pursuant to Section 12.4(c)(ii) and the Commission decides that the Dispute does not relate exclusively to Technical Issues, accounting or financing nature this Clause 12.4(c) shall not apply and the Dispute has not shall be deemed to be referred to arbitration pursuant to Clause 12.4(d) on the date of notice from the Commission. (vi) The procedure for the appointment of an Expert shall be as follows: (A) the Parties shall attempt to agree on the appointment of a single Expert to settle the Dispute; (B) if by the later of five (5) Business Days after the date of the Expert Referral Notice and ten (10) Business Days after the decision of the Commission pursuant to Clause 12.4(c)(iv), the Parties have been resolved by commercial negotiation unable to agree on the choice of an Expert, any Party may inform the President for the time being of the IEI of the nature and complexity of the Dispute and request him or his nominee to appoint an Expert within ten Business Days of being requested to do so for the determination of the Dispute; (C) upon the Expert being agreed on or appointed in accordance with Paragraph 4 orthis Clause 12.4(c)(vi), the Parties shall immediately notify the Expert of his appointment and shall request him to confirm within five (5) Business Days whether or not he is willing and able to accept the appointment and, if applicablehe accepts the appointment, mediation to confirm his independence subject to Clause 12.4(c)(xi); (D) the Expert shall be a person suitably qualified by education, experience and/or training to determine the Dispute; (E) the Expert shall be entitled to: (1) seek such independent professional (including legal) and/or technical advice; and (2) obtain such secretarial assistance, as he may deem reasonably necessary; and (F) the Expert and his assistants (if any) shall, as a pre- requisite to the Expert’s appointment, enter into a confidentiality undertaking with the Parties in accordance with Paragraph 5, then either Party may by written notice the terms equivalent to those of Clause 16.1 (Confidentiality) mutatis mutandis. (vii) Any and all communications between the Parties and the Expert shall be made or confirmed in writing and a copy of such communications shall be provided simultaneously to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determinationParty. The expert shall be appointed by agreement in writing No meeting between the Parties, but in the event of a failure to agree within 10 Working Days Expert and either of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert Parties shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if take place unless both the Parties do not reach agreement on the relevant body within 15 Working Days have been given a reasonable opportunity to attend. (viii) The terms of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President reference of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Expert shall decide include the procedure following: (A) the Expert shall, as soon as practicable after the confirmation of his appointment, call the Parties to a meeting (which shall, together with all other meetings, be followed held in Ireland) at which he shall clarify, and, if necessary, define the determination Dispute and give directions as to the future conduct of the Dispute; (B) the Expert may, from time to time, give such directions as he sees fit; (C) the Parties shall be requested entitled to supply data and information and make his/her submissions to the Expert and the Expert shall make his determination as soon as reasonably practicable and in any event shall furnish the Parties with a draft of his proposed determination, together with full written reasons, within 30 Working twenty (20) Business Days of his appointment or such other time as agreed in writing by the Parties; (D) the Expert shall give full written reasons for his determination; (E) the Parties shall be entitled to make representations to the Expert within ten (10) Business Days after the receipt of the draft of the Expert’s proposed determination, and (F) the Expert shall issue his final determination within ten (10) Business Days or as soon as is reasonably practicable thereafter after the expiry of the time period referred to in Clause 12.4(c)(viii)(E). (ix) If an Expert declines appointment or after appointment dies or is removed by order of a competent court or is incapable of acting and the Parties do not by agreement fill the vacancy, then another Expert shall assist and provide be appointed by the documentation that the Expert requires President for the purpose time being of the determination; IEI or his nominee, as the case may be, in accordance with the procedures set out in Clause 12.4(c)(vi). (x) If, within a reasonable period, but in any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paid.event not later than sixty

Expert Determination. If a (a) Any Technical Dispute relates that is not resolved pursuant to any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request Clause 24.3 (agreement to which request Senior Management) shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determinationdetermination ("Independent Expert") pursuant to this Clause 24.4 (Expert Determination). The expert Party that requires a Technical Dispute to be submitted to an Independent Expert shall send a written notice to the other Party or Parties to the Technical Dispute, specifying that such Technical Dispute be submitted to an Independent Expert who shall be appointed designated to consider and decide the issues raised by agreement such Technical Dispute (a "Technical Dispute Submission"). (b) The Parties to the Technical Dispute shall discuss and seek to agree on a designated Independent Expert within [*****] of the date of the relevant Technical Dispute Submission. If the Parties fail to designate the Independent Expert within the time period stipulated above, upon the request of any of the Parties to the Technical Dispute, the International Chamber of Commerce ("ICC") International Centre for ADR shall appoint such Independent Expert in accordance with the ICC Rules for the Appointment of Experts and Neutrals, subject to the provisions set forth in this Clause 24.4 (Expert Determination). Within [*****] of the appointment of the Independent Expert, the Parties shall submit to the Independent Expert a notice (a "Position Notice") setting forth such Party's position in respect of the issues in dispute. Such Position Notice shall include supporting documentation, if appropriate. (c) The Independent Expert shall complete all proceedings and issue his decision with reasons with regard to the Technical Dispute as promptly as reasonably possible, but in any event within [*****] of the date on which both Position Notices are submitted, unless the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised. If the Independent Expert reasonably determines that additional time is required in order to give adequate consideration to the issues raised, the Independent Expert shall state in writing between his reasons for believing that additional time is needed and shall specify the additional period required, which period shall not exceed [*****] unless the Parties agree otherwise. If the Parties agree to such additional time, the Independent Expert shall render his decision within such extended time period. In resolving a Technical Dispute, the Independent Expert shall consider all facts and circumstances he deems reasonable given the nature of the Technical Dispute. (d) If the Independent Expert fails to notify the Parties of his decision with respect to any Technical Dispute referred to him pursuant to Clause 24.4(a) (Expert Determination) within the time limit pursuant to Clause 24.4(c) (Expert Determination), a Party to the Technical Dispute may give notice that the Technical Dispute is to be decided by arbitration pursuant to Clause 24.5 (Arbitration), whereupon the Independent Expert shall give no further consideration to the Technical Dispute and shall not issue a decision. (e) The decision of the Independent Expert may only be challenged on the grounds of (i) procedural unfairness, (ii) the Independent Expert materially departed from his instructions or (iii) manifest error or fraud. A Party wishing to challenge the Independent Expert's decision must issue a written notice of dissatisfaction with the decision to the other Party or Parties to the Technical Dispute, with a copy to the Independent Expert, within [*****] of such Party's receipt of the Independent Expert's decision, in which event such Technical Dispute shall be referred to arbitration pursuant to Clause 24.5 (Arbitration), provided such Party commences arbitration within [*****] from the date of the receipt by the other Party or Parties to the Technical Dispute of the notice of dissatisfaction. In such a case, the Independent Expert's decision will remain binding on the Parties until it is superseded by any decision or award of the arbitral tribunal under Clause 24.5 (Arbitration). If the arbitration is not commenced within such [*****], the Independent Expert's decision shall, in the absence of manifest error or fraud, be final and binding upon the Parties, but notwithstanding the timely notice of dissatisfaction given by the dissatisfied Party. (f) All individuals appointed by the Parties or the ICC International Centre for ADR as an Independent Expert shall be independent of the Parties and shall be experienced in comparable projects and have the expertise in the event area to which such Technical Dispute relates. (g) The Independent Expert shall have the power to award costs as well as interest on any sums awarded as it deems appropriate. All fees and expenses incurred by the Independent Expert shall be borne by the Parties to the Technical Dispute in equal shares, unless the Independent Expert decides otherwise. Each Party shall bear its own costs of a failure to agree within 10 Working Days participating in the expert determination process (including the costs of its advisors or consultants). (h) The Independent Expert will determine its own procedures for the resolution of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either PartyTechnical Dispute. The Independent Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; arbitrator. (i) All proceedings (including all documents submitted in connection with such proceedings) before the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; the Independent Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private the English language and shall be confidential; kept confidential among the Parties and the Expert Independent Expert. (j) Where there is any dispute about whether a Dispute constitutes a Technical Dispute, such dispute shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paidresolved in accordance with Clause 24.5 (Arbitration).

Expert Determination. If a Dispute relates to For any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be decision referred to an expert for determinationunder Article 8.4, 12.2, 12.3 or Exhibit B, the Parties hereby agree that such decision shall be conducted expeditiously by an expert selected unanimously by the Parties party to the Dispute. The expert shall not be appointed by agreement an arbitrator of the Dispute and shall not be deemed to be acting in writing between an arbitral capacity. The Party desiring an expert determination shall give the Partiesother parties to the Dispute written notice of the request for such determination. If the Parties party to the Dispute are unable to agree upon an expert within ten (10) Days after receipt of the notice of request for an expert determination, but then, upon the request of any of the parties to the Dispute, the International Centre for Expertise of the ICC shall appoint such expert and shall administer such expert determination through the ICC’s Rules for Expertise. The expert, once appointed, must not have any ex parte communications with any of the parties to the Dispute concerning the expert determination or the underlying Dispute. All Parties agree to cooperate fully in the event expeditious conduct of such expert determination and to provide the expert with access to all facilities, books, records, documents, information, and personnel necessary to make a failure to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to actfully informed decision in an expeditious manner. Before issuing his final decision, the expert shall be appointed: if issue a draft report and allow the Parties party to the Dispute relates to any aspect comment on it. The expert shall endeavor to resolve the Dispute within thirty (30) Days (but no later than sixty (60) Days) after his appointment, taking into account the circumstances requiring an expeditious resolution of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Partyin Dispute. The Expert expert’s decision shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) be final and binding on the Parties; parties to the Expert shall decide the procedure to be followed Dispute unless challenged in the determination and shall be requested to make his/her determination an arbitration under Article 18.2.C within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working sixty (60) Days of the Expert's determination being notified date the expert’s final decision is received by the parties to the Parties; Dispute. In such arbitration (i) the process expert determination on the specific matter under Article 8.4, 12.2, 12.3 or Exhibit B shall be conducted in private and shall be confidentialentitled to a rebuttable presumption of correctness; and (ii) the Expert expert shall determine how and by whom not (without the costs written consent of the determination, including his/her fees and expenses, are parties to the Dispute) be paidappointed to act as an arbitrator or as adviser to the Parties party to the Dispute.

Expert Determination. BINDEND ADVIES") 1. The Parties will before 30 January 2002 jointly select and appoint a certified accountant (the "Expert"). If a Dispute relates the Parties fail to any aspect reach agreement on this selection and appointment, each of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert for determination. The expert Parties shall be appointed by agreement in writing between the Parties, but in the event of a failure entitled to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced NIVRA to select and appoint the British Computer Society); if Expert. The Parties will submit to the Dispute relates Expert the following documents within two weeks of his appointment: this Agreement with its Exhibits. The parties will use their best efforts to a matter of a financial technical nature, agree on an explanatory memorandum on the instructions Annex E Spreadsheet. The Parties will request that the Expert review these documents with a view to his duties under this Article 6. If the Expert does not accept these duties within two weeks of the President request by the Parties, or thereafter is not available to make the Determination within ten weeks of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b)Request for Determination, on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on will consult to appoint another Expert promptly. 2. The FS may, within 21 days after an Election Notice in which the relevant body within 15 Working Days of Company elects to apply Article 5, submit a Request for Determination to the relevant request made pursuant Expert with a copy to Paragraph 6.1the Company. The following documents will be submitted to the Expert, such body as may be specified by the President of FS with the Law Society on application Request for Determination or by either Partythe Company promptly thereafter: the Compensation Rules, with their history and explanatory note (""parlementaire geschiedenis", "nota van toelichting" and other relevant parliamentary documents). 3. The Request for Determination will request that the Expert make the Determination by calculating the compensation under the Annex E Formulas and the Compensation Rules, using the same assumptions as in the Annex E Spreadsheet and as clarified in the Annex E Comparison. 4. The Expert shall act will allow the Parties to comment in each others' presence at a hearing held within four weeks of the Request for Determination. The Expert will issue a draft Determination within two weeks of the hearing and invite the Parties to comment within two weeks of the draft Determination. The Expert will issue the Determination within six weeks of the hearing. 5. In determining whether Article 4 or Article 5 applies, the Expert will not consider whether or not the State of the Netherlands makes a temporary withholding of compensation owed to the Company under the Compensation Rules in respect of any REB Advantage until the arbitral awards in the REB Arbitrations. 6. In determining whether Article 4 or Article 5 applies, the Expert will take into account an imposition by the State of the Netherlands of a time limit of 31 December 2010, or EXECUTION COPY later, (the "TIME LIMIT") on the following basis: he/she shall act as period for which compensation will be provided under the Compensation Rules, if an expert and not as an arbitrator and shall act fairly and impartially; extension of such period is expressly excluded by the Expert's determination shall (State of the Netherlands unless the State of the Netherlands undertakes in the absence Compensation Rules to provide for compensation in respect of stranded costs for district heating projects for the lifetime of the district heating projects, subject to notification to the European Commission. In this latter case Article 4 will apply. 7. Any imposition by the State of the Netherlands in a Decree of a material failure to follow maximum compensation amount for the agreed procedures) be final Company and binding on the Parties; Other Generators of less than NLG 1,000,000,000 will constitute a Determination that the Expert shall decide compensation calculated under the procedure to be followed Compensation Rules is not at least the same as the compensation calculated under the Annex E Formulas, using the same assumptions as in the determination Annex E Spreadsheet and shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter clarified in the Annex E Comparison, and the Parties shall assist and provide the documentation that Article 5 applies, provided that the Expert requires maximum compensation amount does not include a compensation for REB Advantage. Any maximum other than as specified in the purpose previous sentence will not be considered in making the Determination. 8. The Parties will bear all costs in relation to the Determination in equal portions, regardless of the determination; any amount payable by one Party to another as a result substance of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expenses, are to be paidDetermination.

Expert Determination. If a Dispute relates (a) (Referral to any aspect of Independent Expert): Disputes that arise between the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party parties may by written notice to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be referred to an expert Independent Expert for determination. The expert shall be appointed by resolution in accordance with this document upon the agreement in writing between the Parties, but in the event of a failure both parties to do so (b) (Failure to agree on Independent Expert): If the parties fail to agree on the Independent Expert within 10 Working 5 Business Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter delivery of a financial technical natureNotice of Dispute, on then an Independent Expert will be nominated by the instructions of the President Chairperson of the Institute of Chartered Accountants of England Mediators and Wales; Arbitrators Australia. (c) (Agreement): The agreed or if nominated Independent Expert must execute an agreement with the Dispute relates to a matter of a technical nature not falling parties within Paragraphs 6.2(a10 Business Days after the agreement on, or nomination of, the Independent Expert in accordance with paragraph (a) or (b) (as applicable). (d) (Referral): If the Independent Expert so agreed or nominated executes an agreement in accordance with paragraph (c), on then the instructions Dispute must be referred to that Independent Expert for determination. (e) (New independent expert): If the Independent Expert agreed or nominated does not, or either party does not, execute an agreement in accordance with paragraph (c), then the parties must agree or nominate another independent expert in accordance with this Clause 15.3 (but the parties will only have the opportunity to agree or nominate one further Independent Expert after the initial Independent Expert). (f) (Basis for determination): The Independent Expert will make its determination based upon: (i) the Notice of Dispute; (ii) the president (or equivalent) of: an appropriate body agreed between submissions provided by the Parties; or if parties which, unless the Parties do not reach agreement on Independent Expert extends the relevant body time for delivery, must be delivered within 15 Working 5 Business Days of the relevant Independent Expert signing the agreement referred to in paragraph (c); and (iii) any further information provided by the parties in accordance with any request made pursuant by the Independent Expert for further submissions, documents or information from either or both parties. (g) (Conference): After the Dispute has been referred to Paragraph 6.1the Independent Expert, the Independent Expert may call and conduct a conference, or any number of conferences, as the Independent Expert sees fit, between the parties, but will give the parties reasonable notice of the matters to be addressed at any such body as conference. (h) (Representation): The parties may be specified legally represented at any such conference. (i) (Privacy): All conferences will be held in private. (j) (Visit): The Independent Expert may visit the At-Grade Car Parking Bays and the parties will facilitate the Independent Expert's access to any of those areas. (k) (Timing): The Independent Expert must make a determination in connection with the Dispute by the President earliest of: (i) within 10 Business Days after the last of the Law Society on application by either Party. steps set out in paragraphs (a) to (j); or (ii) within 30 Business Days after receipt of submissions in accordance with paragraph (f)(ii). (l) (Not arbitrator): The Independent Expert shall act on the following basis: he/she shall will act as an expert and not as an arbitrator and shall act fairly may make a decision from his or her own knowledge and impartially; expertise. (m) (Final and binding): The determination of the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) Independent Expert will be final and binding on the Parties; the Expert shall decide the procedure to be followed in the determination and shall be requested to make his/her determination parties, unless within 30 Working 15 Business Days of his appointment or as soon as reasonably practicable thereafter and the Parties shall assist and provide the documentation that the Expert requires for the purpose of the determination; any amount payable by one Party to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; and the Expert shall determine how and by whom the costs of the determination, including his/her fees and expensesa party notifies the other party that it intends to commence litigation to appeal the determination. (n) (Mistake): The Independent Expert may correct the determination by notice to the parties where its determination contains: (i) a clerical mistake or an error arising from an accidental slip or omission; or (ii) a material miscalculation of figures or a material mistake in the description of any person, are thing or matter. (o) (Costs): The cost of the Independent Expert will be borne equally by each of the parties to be paidthe Dispute unless the determination is made against the party who issued the Notice of Dispute, in which case the Independent Expert may determine that that party will bear all or a greater proportion of the Independent Expert's costs in connection with that Dispute.

Expert Determination. If Any expert determination of a Dispute relates to any aspect of the technology underlying the provision of the Services or otherwise relates to a technical matter of an IT, accounting or financing nature and the Dispute has not been resolved by commercial negotiation Disputed Item must be conducted in accordance with Paragraph 4 orthe following provisions: (a) the expert must be one of KPMG or PwC: (i) who is not conflicted as a result of any existing relationship with either the Seller or the Buyer (unless otherwise agreed); and (ii) agreed between the parties or failing agreement between the parties within 10 Business Days after the referral to expert determination or in the event that each of KPMG and PwC are conflicted, if applicablea person (or firm of accountants) nominated by the Chief Executive Officer of the Australian Disputes Centre, mediation (Expert); (b) the Expert must make the determination in accordance with Paragraph 5, then either Party may by written notice the terms of this deed (which determination shall be limited to the other request (agreement to which request shall not be unreasonably withheld or delayed) that the Dispute be Disputed Items referred to an expert for determination. The expert shall be appointed by agreement in writing between the Parties, but in the event of a failure to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to act, the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer SocietyExpert); if Share sale deed 41 (c) the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall will act as an independent expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall arbitrator; (in the absence of a material failure to follow the agreed proceduresd) be final and binding on the Parties; the Expert shall must decide the procedure to be followed in followed; (e) the Expert must make the determination and shall be requested to make his/her determination within 30 Working the shortest possible time but, in any event, within 20 Business Days after the date of his appointment or as soon as reasonably practicable thereafter appointment; (f) the Buyer and the Parties shall assist and Seller must provide the documentation that Expert with any information and assistance reasonably required by the Expert requires for to determine the purpose of the determination; any amount payable by one Party Disputed Items referred to another as a result of the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process shall be conducted in private and shall be confidential; ; (g) all correspondence between a party and the Expert shall determine how must be in writing and by whom copied to the other parties; (h) the Buyer and the Seller must keep all information disclosed during the expert determination confidential; (i) the Expert must issue a written determination containing reasons; (j) the determination of the Expert will be final and binding in the absence of manifest error; and (k) the Buyer must pay the costs of the determinationExpert, including his/her fees except where the difference between the Actual Adjustment Excess or Actual Adjustment Shortfall set out in the Completion Accounts after the decision of the Expert and expensesthe Actual Adjustment Excess or Actual Adjustment Shortfall set out in the Draft Completion Accounts is equal to or more than $125,000, are to and in that case the costs of the Expert must be paidpaid by the Seller.

Expert Determination. If Subject to Clause 22.2 (Senior Manager Discussions) and the Technical Dispute Determination Option, if a Dispute relates to any aspect of the technology underlying the provision of the Services or otherwise relates to is a technical matter of an ITTechnical Dispute, accounting or financing nature and the Dispute has not been resolved by commercial negotiation in accordance with Paragraph 4 or, if applicable, mediation in accordance with Paragraph 5, then either Party may refer the Technical Dispute for determination by the Independent Expert under this Clause 22.4 ("Expert Determination"). The Expert Determination process will be commenced by a Party delivering a written notice to the other Party requesting an Expert Determination in respect of the Technical Dispute. Within ten (10) Business Days of the delivery of the written notice under Clause 22.4(b), the Parties shall appoint an Independent Expert to determine the Technical Dispute. If the Parties fail to agree the identity of the Independent Expert within such period, the requesting Party shall thereafter request (agreement the Expert Appointing Authority4 to which appoint the Independent Expert to determine the Technical Dispute. The request shall not indicate the nature of the Technical Dispute and the requesting Party shall make payment of any such fees that may be unreasonably withheld or delayed) that required. The other Party shall have the Dispute opportunity to provide its comments on the request to the Expert Appointing Authority. The Independent Expert shall in consultation with the Parties decide upon the procedure to be referred followed in order to an expert for arrive at his determination. The expert Independent Expert may decide to conduct the procedure in a summary or informal manner or may decide to dispense with specific formalities, procedures, pleadings, discovery or strict rules of evidence, provided however that the Parties are afforded equal treatment and a reasonable right to be heard. The Independent Expert shall be appointed by agreement in writing between issue ITS Expert Determination not later than forty five (45) Business Days from the Parties, but in date of his instruction and shall include the event of a failure reasons for the decision. Subject to agree within 10 Working Days of the relevant request made pursuant to Paragraph 6.1, or if the person appointed is unable or unwilling to actClause 22.4(h), the expert shall be appointed: if the Dispute relates to any aspect of the technology underlying the provision of the Services or a matter of an IT technical nature, on the instructions of the President of the British Computer Society (or any other association that has replaced the British Computer Society); if the Dispute relates to a matter of a financial technical nature, on the instructions of the President of the Institute of Chartered Accountants of England and Wales; or if the Dispute relates to a matter of a technical nature not falling within Paragraphs 6.2(a) or (b), on the instructions of the president (or equivalent) of: an appropriate body agreed between the Parties; or if the Parties do not reach agreement on the relevant body within 15 Working Days of the relevant request made pursuant to Paragraph 6.1, such body as may be specified by the President of the Law Society on application by either Party. The Expert shall act on the following basis: he/she shall act as an expert and not as an arbitrator and shall act fairly and impartially; the Expert's determination shall (in the absence of a material failure to follow the agreed procedures) Determination will be final and binding on the Parties; . Subject to Clause 22.4(h), the Expert shall decide the procedure to be followed in the determination and Determination shall be requested to make his/her determination within 30 Working Days of his appointment or as soon as reasonably practicable thereafter and complied with promptly by the Parties shall assist and provide the documentation that Parties. If the Expert requires for Determination is manifestly incorrect, reached negligently, fraudulently or in bad faith, either Party may by notice provided to the purpose other Party not later than twenty (20) Business Days after the date of issue of the determination; , regard the Expert Determination as a Dispute and refer the Dispute for arbitration under Clause 22.5 (Arbitration). Following twenty-one (21) Business Days from the date of issue of the Expert Determination, either Party may apply to the Independent Expert for re-issuance of his determination in the form of a final and binding arbitral award by a sole arbitrator. The Independent Expert shall re-issue such determination promptly without reconsideration of the matter. Each Party hereby agrees that any amount payable Expert Determination may be re-issued in the form of an arbitral award and further agrees to abide by any such arbitral award. Neither Party shall bring a challenge arising from the operation of this Clause against any such arbitral award. Arbitration5 Unless resolved amicably or in the case of a Technical Dispute by Expert Determination and subject to the requirements in this Clause 22.5 (Arbitration), all Disputes shall be finally settled by international arbitration under the Rules of the Arbitration of the International Chamber of Commerce by one Party to another as a result of or more arbitrators appointed in accordance with the Expert's determination shall be due and payable within 20 Working Days of the Expert's determination being notified to the Parties; the process said Rules.6 The arbitration shall be conducted in private and the Arbitration Language. The seat or legal place of the arbitration shall be confidential; the Arbitration Seat. The Governing Law shall also apply to this Clause 22.5 (Arbitration). The Parties agree that the ICC Court and/or the arbitral tribunal (as applicable) may on request from either Party, consolidate an arbitration commenced hereunder with an arbitration or arbitrations commenced under the Implementation Agreement, the Supply Agreement, the Installation Agreement, the O&M Agreement or any Finance Agreements7, if the arbitration proceedings raise common questions of law or fact. If two (2) or more arbitral tribunals issue orders under these consolidation orders, the order issued first shall prevail. Likewise, each Party agrees that it may be joined to any arbitration proceedings between the other Party and the Expert shall determine how and by whom the costs its counterparty under any of the determination, including his/her fees and expenses, are aforementioned agreements to be paid.allow for the resolution in a single arbitration of a related Dispute raising common questions of law or fact under this Agreement.8