Common use of Third-Party Engineer Dispute Resolution Clause in Contracts

Third-Party Engineer Dispute Resolution. (i) If the Partnership and the Independent Engineer are in dispute in respect of a notice, plan, report, certificate or budget and they are unable to resolve the dispute within seven (7) days of the Independent Engineer expressing its disagreement with, or failing when requested by the Partnership to approve, confirm, concur in or consent to, such notice, plan, report, certificate or budget, a single independent engineer (the "THIRD PARTY ENGINEER") shall be designated to consider and decide the issues raised by such dispute. The selection of such Third Party Engineer shall be made from the list of engineers described below. The Partnership shall designate the Third Party Engineer from such list not later than the third (3rd) day following the expiration of the seven (7) day period described above and such designation, subject to acceptance thereof by the Third Party Engineer so designated, shall become effective ten (10) Business Days after notice is given by the Partnership to the Collateral Agent of the selection of a Third Party Engineer unless the Collateral Agent, acting at the direction of the Required Senior Parties, gives notice of their disagreement with such designation within such ten (10) Business Day period, in which event the Partnership shall select another Third Party Engineer pursuant to the foregoing procedure. In the event the designated Third Party Engineer shall decline the assignment, the foregoing procedure shall apply to designation of an alternative Third Party Engineer. Within three (3) days of the acceptance of a Third Party Engineer, each of the Partnership and the Independent Engineer shall submit to the Third Party Engineer a notice setting forth in detail such Person's position in respect of the issues in dispute. Such notice shall include supporting documentation, if appropriate. (ii) The Third Party Engineer shall complete all proceedings and issue his decision with regard to the issues in dispute as promptly as reasonably possible, but in any event within ten (10) days of the date on which he is designated as Third Party Engineer unless the Third Party Engineer reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such case the Third Party Engineer shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which such period shall not exceed ten (10) days without the Partnership's agreement. (iii) If the Third Party Engineer determines that the concerns set forth in the Independent Engineer's notice are valid, he shall so state and shall state the corrective actions to be taken by the Partnership. In such case, the Partnership shall promptly take such actions. The Partnership shall thereafter bear all costs which may arise from actions taken pursuant to the Third Party Engineer's decision. If the Third Party Engineer determines that the concerns set forth in the Independent Engineer's notice are not valid, he shall so state and shall state the appropriate actions, if any, to be taken by the Partnership. In such case, the Partnership shall take such actions, if any, and for purposes of this Agreement, the Independent Engineer shall be deemed to have approved, confirmed, concurred in or consented to the notice, plan, report, certificate or budget in dispute. The decision of the Third Party Engineer shall be final and non-appealable. The Partnership shall bear all reasonable and documented costs incurred by the Third Party Engineer in connection with this dispute resolution mechanism. (iv) The Third Party Engineer shall be chosen from the list of qualified engineers maintained as Schedule 8.11 to this Agreement. At any time the Partnership or the Collateral Agent, acting at the direction of the Required Senior Parties, may remove a particular engineer from the list by obtaining the other's consent to such removal (such consent not to be unreasonably withheld, conditioned or delayed). However, no name or names may be removed from the list if such removal would leave the list without at least two (2) names, unless, concurrently therewith, the parties agree to the addition of one (1) or more names to such list (such agreement not to be unreasonably withheld, conditioned or delayed). (v) During January of each year, each of the Partnership and the Collateral Agent shall review the current list of Third Party Engineers and the Partnership shall give notice to the Collateral Agent and the Collateral Agent, acting at the direction of the Required Senior Parties, shall give notice to the Partnership of any proposed additions to the list and any intended deletions. Intended deletions shall automatically become effective thirty (30) days after notice is received by the other unless written objection is made by such other person within thirty (30) days and provided that such deletions do not leave the list without at least two (2) names. Proposed additions to the list shall automatically become effective thirty (30) days after notice is received by the other person unless written objection is made by such other person within thirty (30) days. By mutual agreement between the Partnership and the Collateral Agent, acting at the direction of Senior Parties holding five percent (5%) of the Combined Exposure, a new name or names may be added to the list of Third Party Engineers at any time.

Third-Party Engineer Dispute Resolution. (ia) If the Partnership Company and the Independent Engineer are in dispute in respect of a notice, plan, report, report or certificate or budget and they are unable to resolve the dispute within seven (7) days of the Independent Engineer expressing its disagreement with, or failing when requested by the Partnership to approve, confirm, concur in or consent to, with such notice, plan, report, certificate report or budgetcertificate, a single independent engineer (the "THIRD THIRD-PARTY ENGINEER") shall be designated to consider and decide the issues raised by such dispute. The selection of such Third Third-Party Engineer shall be made from the list of engineers described below, the initial version of which is attached as Exhibit 7.14. The Partnership Company, as the case may be, shall designate the Third Third-Party Engineer from such list not later than the third (3rd) day following the expiration of the seven (7) day period described above and such designation, subject to acceptance thereof by the Third Party Engineer so designated, designation shall become effective ten in three (103) Business Days after notice is given by the Partnership to the Collateral Agent of the selection of a Third Party Engineer unless the Collateral Agent, acting at the direction of the Required Senior Parties, gives notice of their disagreement with such designation within such ten (10) Business Day period, in which event the Partnership shall select another Third Party Engineer pursuant to the foregoing procedure. In the event the designated Third Party Engineer shall decline the assignment, the foregoing procedure shall apply to designation of an alternative Third Party Engineerdays. Within three (3) days of the acceptance designation of a Third Third-Party Engineer, each of the Partnership Company and the Independent Engineer shall submit to the Third Third-Party Engineer a notice setting forth in detail such Person's position in respect of the issues in dispute. Such notice shall include supporting documentation, if appropriate. (iib) The Third Third-Party Engineer shall complete all proceedings and issue his decision with regard to the issues in dispute as promptly as reasonably possible, but in any event within ten (10) days of the date on which he is designated as Third the Third-Party Engineer unless the Third Third-Party Engineer reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such case the Third Third-Party Engineer shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which such period shall not exceed ten (10) days without the PartnershipCompany's agreement. (iiic) If the Third Third-Party Engineer determines that the concerns position set forth in the Independent Engineer's notice are validis correct, he it shall so state and shall state the corrective actions to be taken by the PartnershipCompany. In such case, the Partnership Company shall promptly take such actions. The Partnership Company shall thereafter bear all costs which may arise from actions taken pursuant to the Third Third-Party Engineer's decision. If the Third Third-Party Engineer determines that the concerns position set forth in the Independent Engineer's notice are is not validcorrect, he it shall so state and shall state the appropriate actions, if any, actions to be taken by the PartnershipCompany. In such case, the Partnership Company shall take such actions, if any, actions and for purposes of this Agreementthe Financing Documents, the Independent Engineer and the Collateral Agent shall be deemed to have approved, confirmed, concurred in or consented to the notice, plan, report, report or certificate or budget in dispute. The decision of the Third Third-Party Engineer shall be final and non-appealable. The Partnership Company shall bear all reasonable and documented costs incurred by the Third Third-Party Engineer in connection with this dispute resolution mechanism. (ivd) The Third Third-Party Engineer shall be chosen from the list of qualified engineers maintained as Schedule 8.11 to this Agreementset forth in Exhibit 7.14. At any time the Partnership or Such list shall be used by the Collateral Agent, acting at the Agent (upon written direction of the Required Senior Parties, ) to choose a successor Independent Engineer as well. At any time either the Company or the Collateral Agent (upon written direction of the Required Senior Parties) may remove a particular engineer from the list by obtaining the otherother Person's reasonable consent to such removal (such consent not to be unreasonably withheld, conditioned or delayed)removal. However, no neither the Company nor the Collateral Agent may remove a name or names may be removed from the list if such removal would leave the list without at least two (2) names, unless, concurrently therewith, the parties Company and the Collateral Agent (upon direction of the Required Senior Parties) reasonably agree to the addition of one (1) or more names to such list (such agreement not to be unreasonably withheld, conditioned or delayed)list. (ve) During January of each year, each of the Partnership Company and the Collateral Agent (upon direction of the Required Senior Parties) shall review the current list of Third Third-Party Engineers and the Partnership shall give notice to the Collateral Agent and the Collateral Agent, acting at the direction of the Required Senior Parties, shall give notice to the Partnership other of any proposed additions to the list and any intended deletions. Intended deletions shall automatically become effective thirty forty-five (3045) days after notice is received by the other Person unless written objection is made by such other person Person within thirty (30) days and provided that such deletions do not leave the list without at least two (2) names. Proposed additions to the list shall automatically become effective thirty forty-five (3045) days after notice is received by the other person Person unless written objection is made by such other person Person within thirty (30) days. By mutual agreement between the Partnership Company and the Collateral Agent, acting at the Agent (upon direction of the Required Senior Parties holding five percent (5%) of the Combined ExposureParties), a new name or names may be added to the list of Third Third-Party Engineers at any time.

Third-Party Engineer Dispute Resolution. (i) If the Partnership Company and the Independent Engineer are in dispute in with respect of to (or if the Independent Engineer fails to timely act with respect to) a notice, plan, report, certificate or budget budget, or any other matter for which the Company must provide an Independent Engineer Confirmation, and they are unable to resolve the dispute within seven (7) days of the Independent Engineer expressing its disagreement with, with (or the Independent Engineer's failing when requested by the Partnership to approve, confirm, concur in or consent so timely act with respect to, ) such notice, plan, report, certificate or budget, or such other matter, a single independent engineer Qualified Engineer (the "THIRD PARTY ENGINEERThird Party Engineer") shall be designated to consider and decide the issues raised by such dispute. The selection of such Third Party Engineer shall be made from the list of engineers described below. The Partnership Company shall designate the Third Party Engineer from such list not later than the third (3rd) day following the expiration of the seven (7) day period described above and such designation, subject to acceptance thereof by the Third Party Engineer so designated, shall become effective ten (10) Business Days after notice is given by the Partnership to the Collateral Agent of the selection of a Third Party Engineer unless the Collateral Agent, acting at the direction of the Required Senior Parties, gives notice of their disagreement with such designation within such ten (10) Business Day period, in which event the Partnership shall select another Third Party Engineer pursuant to the foregoing procedure. In the event the designated Third Party Engineer shall decline the assignment, the foregoing procedure shall apply to designation of an alternative Third Party Engineerabove. Within three (3) days of the acceptance such designation of a Third Party Engineer, each of the Partnership Company and the Independent Engineer shall submit to the Third Party Engineer a notice setting forth in detail such Person's position in respect of the issues in dispute. Such notice shall include be accompanied by supporting documentation, if appropriate. (ii) . The Third Party Engineer shall complete all proceedings and issue his its decision with regard to the issues in dispute as promptly as reasonably possible, but in any event within ten (10) days of the date on which he it is designated as Third Party Engineer hereunder unless the Third Party Engineer reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such case case, the Third Party Engineer shall state in writing his its reasons for believing that additional time is needed and shall specify the additional period required, which such period shall not exceed ten (10) days without the PartnershipCompany's agreement. (iii) . If the Third Party Engineer determines that the concerns set forth in the Independent Engineer's notice are valid, he the Third Party Engineer shall so state and shall state the corrective actions to be taken by the PartnershipCompany, if any. In such case, the Partnership Company shall promptly take such actions. The Partnership Company shall thereafter bear all costs which that may arise from actions taken pursuant to the Third Party Engineer's decision. If the Third Party Engineer determines that the concerns set forth in the Independent Engineer's notice are not valid, he the Third Party Engineer shall so state and shall state the appropriate actions, if any, actions to be taken by the PartnershipCompany, if any. In such case, the Partnership Company shall take such actions, if any, actions and for purposes of this AgreementAgreement and the other Financing Documents, the Independent Engineer shall be deemed to have approved, confirmed, concurred in or consented to the notice, plan, report, certificate certificate, budget or budget other such matter in dispute. The decision of the Third Party Engineer shall be final and non-appealable. The Partnership Company shall bear all reasonable and documented costs incurred by the Third Party Engineer in connection with this dispute resolution mechanism. (iv) The Third Party Engineer shall be chosen from the list of qualified engineers maintained as Schedule 8.11 to this Agreement. At any time the Partnership or the Collateral Agent, acting at the direction of the Required Senior Parties, may remove a particular engineer from the list by obtaining the other's consent to such removal (such consent not to be unreasonably withheld, conditioned or delayed). However, no name or names may be removed from the list if such removal would leave the list without at least two (2) names, unless, concurrently therewith, the parties agree to the addition of one (1) or more names to such list (such agreement not to be unreasonably withheld, conditioned or delayed). (v) During January of each year, each of the Partnership and the Collateral Agent shall review the current list of Third Party Engineers and the Partnership shall give notice to the Collateral Agent and the Collateral Agent, acting at the direction of the Required Senior Parties, shall give notice to the Partnership of any proposed additions to the list and any intended deletions. Intended deletions shall automatically become effective thirty (30) days after notice is received by the other unless written objection is made by such other person within thirty (30) days and provided that such deletions do not leave the list without at least two (2) names. Proposed additions to the list shall automatically become effective thirty (30) days after notice is received by the other person unless written objection is made by such other person within thirty (30) days. By mutual agreement between the Partnership and the Collateral Agent, acting at the direction of Senior Parties holding five percent (5%) of the Combined Exposure, a new name or names may be added to the list of Third Party Engineers at any time.

Third-Party Engineer Dispute Resolution. (ia) If the Partnership Company and the Independent Engineer are in dispute in respect of a notice, plan, report, certificate or budget and they are unable to resolve the dispute within seven (7) days of the Independent Engineer expressing its disagreement with, or failing when requested by the Partnership to approve, confirm, concur in or consent to, with such notice, plan, report, certificate or budget, a single independent engineer (the "THIRD PARTY ENGINEER"“Third-Party Engineer”) shall be designated to consider and decide the issues raised by such dispute. The selection of such Third Third-Party Engineer shall be made from the list of engineers described below, the initial version of which is attached as Exhibit 7.14. The Partnership Company, as the case may be, shall designate the Third Third-Party Engineer from such list not later than the third (3rd) day following the expiration of the seven (7) day period described above and such designation, subject to acceptance thereof by the Third Party Engineer so designated, designation shall become effective ten in three (103) Business Days after notice is given by the Partnership to the Collateral Agent of the selection of a Third Party Engineer unless the Collateral Agent, acting at the direction of the Required Senior Parties, gives notice of their disagreement with such designation within such ten (10) Business Day period, in which event the Partnership shall select another Third Party Engineer pursuant to the foregoing procedure. In the event the designated Third Party Engineer shall decline the assignment, the foregoing procedure shall apply to designation of an alternative Third Party Engineerdays. Within three (3) days of the acceptance designation of a Third Third-Party Engineer, each of the Partnership Company and the Independent Engineer shall submit to the Third Third-Party Engineer a notice setting forth in detail such Person's ’s position in respect of the issues in dispute. Such notice shall include supporting documentation, if appropriate. (iib) The Third Third-Party Engineer shall complete all proceedings and issue his decision with regard to the issues in dispute as promptly as reasonably possible, but in any event within ten (10) days of the date on which he is designated as Third the Third-Party Engineer unless the Third Third-Party Engineer reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such case the Third Third-Party Engineer shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which such period shall not exceed ten (10) days without the Partnership's Company’s agreement. (iiic) If the Third Third-Party Engineer determines that the concerns position set forth in the Independent Engineer's ’s notice are validis correct, he it shall so state and shall state the corrective actions to be taken by the PartnershipCompany. In such case, the Partnership Company shall promptly take such actions. The Partnership Company shall thereafter bear all costs which may arise from actions taken pursuant to the Third Third-Party Engineer's ’s decision. If the Third Third-Party Engineer determines that the concerns position set forth in the Independent Engineer's ’s notice are is not validcorrect, he it shall so state and shall state the appropriate actions, if any, actions to be taken by the PartnershipCompany. In such case, the Partnership Company shall take such actions, if any, actions and for purposes of this Agreementthe Financing Documents, the Independent Engineer and the Collateral Agent shall be deemed to have approved, confirmed, concurred in or consented to the notice, plan, report, certificate or budget in dispute. The decision of the Third Third-Party Engineer shall be final and non-appealable. The Partnership Company shall bear all reasonable and documented costs incurred by the Third Third-Party Engineer in connection with this dispute resolution mechanism. (ivd) The Third Third-Party Engineer shall be chosen from the list of qualified engineers maintained as Schedule 8.11 to this Agreementset forth in Exhibit 7.14. At any time the Partnership or Such list shall be used by the Collateral Agent, acting at the Agent (upon written direction of the Required Senior Parties, ) to choose a successor Independent Engineer as well. At any time either the Company or the Collateral Agent (upon written direction of the Required Senior Parties) may remove a particular engineer from the list by obtaining the other's other Person’s reasonable consent to such removal (such consent not to be unreasonably withheld, conditioned or delayed)removal. However, no neither the Company nor the Collateral Agent may remove a name or names may be removed from the list if such removal would leave the list without at least two (2) names, unless, concurrently therewith, the parties Company and the Collateral Agent (upon direction of the Required Senior Parties) reasonably agree to the addition of one (1I) or more names to such list (such agreement not to be unreasonably withheld, conditioned or delayed)list. (ve) During January of each year, each of the Partnership Company and the Collateral Agent (upon direction of the Required Senior Parties) shall review the current list of Third Third-Party Engineers and the Partnership shall give notice to the Collateral Agent and the Collateral Agent, acting at the direction of the Required Senior Parties, shall give notice to the Partnership other of any proposed additions to the list and any intended deletions. Intended deletions shall automatically become effective thirty forty-five (3045) days after notice is received by the other Person unless written objection is made by such other person Person within thirty (30) days and provided that such deletions do not leave the list without at least two (2) names. Proposed additions to the list shall automatically become effective thirty forty-five (3045) days after notice is received by the other person Person unless written objection is made by such other person Person within thirty (30) days. By mutual agreement between the Partnership Company and the Collateral Agent, acting at the Agent (upon direction of the Required Senior Parties holding five percent (5%) of the Combined ExposureParties), a new name or names may be added to the list of Third Third-Party Engineers at any time.

Third-Party Engineer Dispute Resolution. (ia) If the Partnership Company and the Independent Engineer are in dispute in respect of a notice, plan, report, certificate or budget and they are unable to resolve the dispute within seven (7) days of the Independent Engineer expressing its disagreement with, or failing when requested by the Partnership to approve, confirm, concur in or consent to, with such notice, plan, report, certificate or budget, a single independent engineer (the "THIRD PARTY ENGINEERThird-Party Engineer") shall be designated to consider and decide the issues raised by such dispute. The selection of such Third Third-Party Engineer shall be made from the list of engineers described below, the initial version of which is attached as Exhibit 7.14. The Partnership Company, as the case may be, shall designate the Third Third-Party Engineer from such list not later than the third (3rd) day following the expiration of the seven (7) day period described above and such designation, subject to acceptance thereof by the Third Party Engineer so designated, shall become effective ten (10) Business Days after notice is given by the Partnership to the Collateral Agent of the selection of a Third Party Engineer unless the Collateral Agent, acting at the direction of the Required Senior Parties, gives notice of their disagreement with such designation within such ten (10) Business Day period, in which event the Partnership shall select another Third Party Engineer pursuant to the foregoing procedure. In the event the designated Third Party Engineer shall decline the assignment, the foregoing procedure shall apply to designation of an alternative Third Party Engineer. Within three (3) days of the acceptance of a Third Party Engineer, each of the Partnership and the Independent Engineer shall submit to the Third Party Engineer a notice setting forth in detail such Person's position in respect of the issues in dispute. Such notice shall include supporting documentation, if appropriate.) (iib) The Third Third-Party Engineer shall complete all proceedings and issue his decision with regard to the issues in dispute as promptly as reasonably possible, but in any event within ten (10) days of the date on which he is designated as Third the Third-Party Engineer unless the Third Third-Party Engineer reasonably determines that additional time is required in order to give adequate consideration to the issues raised. In such case the Third Third-Party Engineer shall state in writing his reasons for believing that additional time is needed and shall specify the additional period required, which such period shall not exceed ten (10) days without the PartnershipCompany's agreement. (iiic) If the Third Third-Party Engineer determines that the concerns position set forth in the Independent Engineer's notice are validis correct, he it shall so state and shall state the corrective actions to be taken by the PartnershipCompany. In such case, the Partnership Company shall promptly take such actions. The Partnership Company shall thereafter bear all costs which may arise from actions taken pursuant to the Third Third-Party Engineer's decision. If the Third Third-Party Engineer determines that the concerns position set forth in the Independent Engineer's notice are is not validcorrect, he it shall so state and shall state the appropriate actions, if any, actions to be taken by the PartnershipCompany. In such case, the Partnership Company shall take such actions, if any, actions and for purposes of this Agreementthe Financing Documents, the Independent Engineer and the Collateral Agent shall be deemed to have approved, confirmed, concurred in or consented to the notice, plan, report, certificate or budget in dispute. The decision of the Third Third-Party Engineer shall be final and non-appealable. The Partnership Company shall bear all reasonable and documented costs incurred by the Third Third-Party Engineer in connection with this dispute resolution mechanism. (ivd) The Third Third-Party Engineer shall be chosen from the list of qualified engineers maintained as Schedule 8.11 to this Agreementset forth in Exhibit 7.14. At any time the Partnership or Such list shall be used by the Collateral Agent, acting at the Agent (upon written direction of the Required Senior Parties, ) to choose a successor Independent Engineer as well. At any time either the Company or the Collateral Agent (upon written direction of the Required Senior Parties) may remove a particular engineer from the list by obtaining the otherother Person's reasonable consent to such removal (such consent not to be unreasonably withheld, conditioned or delayed)removal. However, no neither the Company nor the Collateral Agent may remove a name or names may be removed from the list if such removal would leave the list without at least two (2) names, unless, concurrently therewith, the parties Company and the Collateral Agent (upon direction of the Required Senior Parties) reasonably agree to the addition of one (1) or more names to such list (such agreement not to be unreasonably withheld, conditioned or delayed)list. (ve) During January of each year, each of the Partnership Company and the Collateral Agent (upon direction of the Required Senior Parties) shall review the current list of Third Third-Party Engineers and the Partnership shall give notice to the Collateral Agent and the Collateral Agent, acting at the direction of the Required Senior Parties, shall give notice to the Partnership other of any proposed additions to the list and any intended deletions. Intended deletions shall automatically become effective thirty forty-five (3045) days after notice is received by the other Person unless written objection is made by such other person Person within thirty (30) days and provided that such deletions do not leave the list without at least two (2) names. Proposed additions to the list shall automatically become effective thirty forty-five (3045) days after notice is received by the other person Person unless written objection is made by such other person Person within thirty (30) days. By mutual agreement between the Partnership Company and the Collateral Agent, acting at the Agent (upon direction of the Required Senior Parties holding five percent (5%) of the Combined ExposureParties), a new name or names may be added to the list of Third Third-Party Engineers at any time.