If the non-defaulting Parties cannot unanimously agree on the proposed Buy-Out Option Price to be offered to the Defaulting Party or the Defaulting Party rejects the Buy Out Option Price offered pursuant to clause 8.4(g)(ii), the valuation of the Defaulting Party’s Participating Interest shall be fully and finally determined by an expert under clause 18.3. The value determined by the expert shall be deemed the Buy-Out Option Price and binding on the Parties without any right to refer the matter to arbitration under clause 18.2 (except as expressly provided in clause 18.3). The cost of such expert shall be deducted from the fair market value of the Defaulting Party’s Participating Interest paid to the Defaulting Party, or in the case there is no Acquiring Party, shared proportionately among the non-defaulting Parties according to each non-defaulting Party’s Participating Interest to the total Participating Interests of all non-defaulting Parties.

If the non-defaulting Parties cannot unanimously agree on the proposed Buy-Out Option Price to be offered to the Defaulting Party or the Defaulting Party rejects the Buy Out Option Price offered pursuant to clause 8.4(g)(ii), the valuation of the Defaulting Party’s Participating Interest shall be fully and finally determined by an expert under clause 18.3. The value determined by the expert shall be deemeddetermine the Buy-Out Option Price and binding onas the Parties without any right to refer the matter to arbitration under clause 18.2 (except as expressly provided in clause 18.3). The cost of such expert shall be deducted fromdifference between the fair market value of the Defaulting Party’s Participating Interest paidless # the Total Amount in Default; # all costs, including the costs of the expert, to the Defaulting Party, or in the case there is no Acquiring Party, shared proportionately amongobtain such valuation; # all costs and expenses, including attorneys’ fees, incurred by the non-defaulting Parties accordingin relation to eachthe expert determination; # all costs, including the costs of the expert, to obtain the Buy-Out Option Price; # all costs and expenses, including attorneys’ fees, incurred by the non-defaulting Parties in relation to the expert determination under clause 8.4(g)(iii); and # seventy-five percent (75%) of the fair market value of the Defaulting Party’s Participating Interest to(such difference, the total Participating Interests of all non-defaulting Parties.Appraised Value).

IfUpon the non-defaulting Parties cannot unanimously agree ondetermination of the proposed Buy-Out Option Price to be offered toPrice, whether by the Defaulting Party or the Defaulting Party rejects the Buy Out Option Price offeredapplicable Parties pursuant to clause 8.4(g)(ii) or by the expert pursuant to clause 8.4(g)(iii) (and in the case of a determination by the expert pursuant to clause 8.4(g)(iii), an election by at least one non-defaulting Party to proceed with the exercise of the Buy-Out Option), the valuationDefaulting Party and the non-defaulting Parties participating in the Buy-Out Option shall execute and deliver such agreements and assignments and seek all necessary approvals and consents of the Government as may be necessary to transfer the Participating Interest of the Defaulting Party’s Participating Interest shall be fully and finally determined by an expert under clause 18.3. The value determined by the expert shall be deemed the Buy-Out Option Price and binding on the Parties without any rightParty to refer the matter to arbitration under clause 18.2 (except as expressly provided in clause 18.3). The cost of such expert shall be deducted from the fair market value of the Defaulting Party’s Participating Interest paid to the Defaulting Party, or in the case there is no Acquiring Party, shared proportionately among the non-defaulting Parties according to each non-defaulting Party’s Participating Interest toparticipating in the total Participating Interests of all non-defaulting Parties.Buy-Out Option.