Confidential

Request for Proposals for the develop-

ment and operation of 11 Sites Hybrid
Renewables Independent Power Project

Rural Areas Electricity Company SAOC (Tanweer)

15 December 2019

Appendix D:
Form of Power Purchase Agreement

Synergy Consulting and Ahli Bank

DNV GL
DLA Piper
 DATED

RURAL AREAS ELECTRICITY COMPANY (TANWEER)

as Buyer

[●]
as Generator

POWER PURCHASE AGREEMENT

relating to 11 Sites Hybrid Renewables

Project in the Sultanate of Oman
 Contents

Clause Name Page

1 DEFINITIONS AND INTERPRETATION

2 EFFECTIVE DATE
3 TERM OF THIS AGREEMENT
4 PROJECT AGREEMENTS, PERFORMANCE BOND, FUNDING DOCUMENTS AND
ANCILLARY DOCUMENTS
5 SALE AND PURCHASE OF CAPACITY AND OUTPUT
6 PERFORMANCE BOND
7 PERMITS
8 CONSTRUCTION PROGRAMME
9 GENERATOR’S OBLIGATIONS DURING THE CONSTRUCTION PERIOD
10 EXISTING DG ASSETS AND HANDOVER PERIOD
11 TESTING
12 CONTRACTORS
13 ACHIEVEMENT OF THE COMMERCIAL OPERATION DATE
14 DELAYED COMMERCIAL OPERATION DATE
15 OBLIGATIONS DURING THE OPERATION PERIOD
16 EMISSION REDUCTION CREDITS
17 THE SITE AND EASEMENT LAND
18 REPORTS, RECORDS, PLANS AND MONITORING
19 METERING
20 SUPPLY OF UTILITIES TO THE PROJECT
21 FUEL
22 INSURANCE
23 REPRESENTATIONS AND WARRANTIES OF THE GENERATOR
24 REPRESENTATIONS AND WARRANTIES OF THE BUYER
25 PAYMENT OBLIGATIONS
26 INVOICING REQUIREMENTS
27 VAT
28 BUYER RISK
29 FORCE MAJEURE
30 REMOVAL OF PLANT FROM PROJECT
31 TERMINATION
32 ASSIGNMENT
33 EXPERT
34 LIABILITY
35 OMANI CONTENT AND GENERAL LAW
36 TRANSFER OF PLANT OR PROJECT
37 CONFIDENTIALITY
38 ARBITRATION
39 GOVERNING LAW
40 NOTICES
41 ANTI-CORRUPTION
42 MISCELLANEOUS

Schedule A Tests
Schedule B Tariffs
Schedule C Form of Performance Bond
Schedule D Omani Content and Manpower Plan
Schedule E Construction Programme
Schedule F Minimum Functional Specification
Schedule G Delivery Points
Schedule H Direct Agreement
Schedule I HSE Audit Requirements
Schedule J Handover of Existing DG Assets

i
Schedule K Capacity Expansion Events, Temporary Generators and Modifications
Schedule L Termination Value
Schedule M Insurance
Schedule N Plant Model
Schedule O Initial Shareholding

ii
THIS POWER PURCHASE AGREEMENT together with all Schedules attached hereto and
made a part hereof (the "Agreement") is made and entered into in the city of Muscat in the
Sultanate of Oman on by and between:

RURAL AREAS ELECTRICITY COMPANY SAOC a closed joint stock company incorporated
under the Law, having its postal address at [●], Sultanate of Oman (the “Buyer”); and

[GENERATOR], a [●] incorporated under the Law, having its postal address at [●],
Sultanate of Oman (the “Generator”).

BACKGROUND

The Buyer and the Government of the Sultanate of Oman (the "Government") invited
proposals to undertake the Project pursuant to a request for proposals (Tender Number [●]
issued on 15 December 2019) (the “Request for Proposals”).

The Project has, pursuant to the process described in the Request for Proposals, been
awarded by the Buyer to the Founders and the Founders have, in consequence, formed the
Generator for the purposes of entering into the Project Agreements and Other Project
Documents and undertaking the Project.

The Generator has committed to undertake the Project.

This Agreement sets out the terms and conditions upon and subject to which the Buyer and
the Generator have agreed that the Generator shall undertake the Project.

NOW IT IS HEREBY AGREED as follows:

1 Definitions and interpretation

1.1 In this Agreement and its recitals, the following words and expressions, when used
with capital initial letters, shall have the following meanings:

“Abandonment” means in relation to any period prior to the Commercial

Operation Date, the Generator’s failure to demonstrate its ability to perform its
obligations under this Agreement such as to demonstrate that the Commercial
Operation Date will be achieved on or before the Last Commercial Operation Date
including any direction to the EPC Contractor to suspend, delay or cease
construction that may reasonably cause such obligations to be breached and, in
relation to any period on and from the Commercial Operation Date:

(a) a persistent failure of the Generator to perform its obligations hereunder

such as to suggest an intention to repudiate this Agreement; and/or

(b) a failure by the Generator to resume and continue the performance of all
or substantially all of its obligations under this Agreement within a
reasonable period following the cessation of a Force Majeure Event, a
Buyer Failure or a Buyer Risk Event, in each case, which prevented,
hindered or delayed such performance.

“Acceptance Requirements” means the requirements detailed in section 2(g) of

Schedule A.

“Acceptance Test” means in respect of each Plant, the Mechanical Completion

Tests, the Start-up Test, the Trial Run, the Reliability Run, the Initial Performance
Test and the Acceptance Requirements as detailed in Schedule A.

1
 “Acceptance Test Delay” means any inability of the Generator to commence or
proceed with an Acceptance Test that is solely attributable to the inability of the
Buyer to transport Electrical Energy from the relevant Electrical Delivery Points and
which results in a delay of more than, and only to the extent that the resulting
delay exceeds, ten (10) Days to the completion of the Acceptance Test, except
where such inability of the Buyer is due to:

(a) the non-performance by the Generator of any provision of this Agreement

or of the Electrical Connection Agreement; and/or

(b) the failure of the Generator to enter into the Electrical Connection
Agreement.

“Acceptance Test Report” means all of the reports which the Generator is
obliged to submit to the Buyer in accordance with Clause 13.2.2 which reports
must comply with the requirements of paragraph 3 of Schedule A.

“Additional Costs” means an increase in the Generator’s Costs or reduction in the

Generator’s Revenue attributable to any one or more Buyer Risk Event(s).

“Additional Performance Test” means a Performance Test which is undertaken

at the Generator’s request in accordance with the provisions of this Agreement and
Schedule A.

“Affiliate” means in respect of a party (or a Founder), any person which Controls
(directly or indirectly) that party (or Founder) and any other person Controlled
(directly or indirectly) by such first mentioned person, including, where a party (or
Founder) is a company, the ultimate holding company of such party (or Founder)
and any holding company of such party (or Founder) and any subsidiary (direct or
indirect) of such holding company.

“Agreed Interest Rate” means the average of the Weighted Average Interest
Rate on Deposits (Total Deposits All Sectors: Rial Omani) published in the Monthly
Statistical Bulletin of the Central Bank of Oman or such other publication agreed to
by the parties, provided that, in respect of any Day for which there is no such rate
available or the parties are unable to agree such other publication, the applicable
rate shall be that prevailing in respect of the last Day for which such rate was
published in the Monthly Statistical Bulletin of the Central Bank of Oman.

“Agreement” means this power purchase agreement.

“Ambient Conditions Measurement Facilities” means the instrumentation for

monitoring the ambient conditions at the Site, which shall include instrumentation
for measuring and recording in accordance with Clause 19 (Metering ) ambient air
temperature (dry bulb), ambient barometric pressure, relative humidity, solar
irradiation (both GHI and GPOA in W/m 2), air mass, wind speed (m/s) and wind
direction (°).

“Ancillary Documents” means the EPC Contract and the [O&M Contract] 1.

“Annual Performance Test” means the Performance Test in respect of each

Plant which is to be undertaken in accordance with the provisions of this
Agreement, in respect of each Contract Year (other than the Contract Year in
respect of which the Initial Performance Test is undertaken) to establish the
Demonstrated Power Capacity of the Plant for such Contract Year.

1
Note - to be removed if an in-house O&M solution is proposed

2
“Annual Performance Review” has the meaning given to it in paragraph 9 of
Schedule A.

“Appointor” has the meaning given to it in Clause 33.3.3.

“Authority” means the electricity and related water sector authority established
pursuant to Article 19 of the Sector Law, being the Authority for Electricity
Regulation, Oman, having its postal address at PO Box 954, Postal Code 133, Al
Khuwair, Sultanate of Oman.

“Available Power Capacity” means in respect of any Hour, the total Electrical
power generating capacity (expressed in MW) of the Plant which is available at the
Power Block Metering Points on a continuous and reliable basis, in conformity with
the Operating Parameters and by reference to Reference Conditions, provided the
Available Power Capacity shall never be greater than the Demonstrated Power
Capacity.

“BESS” means the battery energy storage system that forms part of the
Plant, as described in the MFS.

“BESS Power Capacity” means the available power (MW) at which the BESS can
be charged continuously until reaching full state-of-charge and discharged
continuously until reaching zero state-of-charge.

“BESS Energy Capacity” means the available energy (MWh) that can be
charged to the BESS going from zero to full state-of-charge and discharged from
the BESS going from full to zero state-of-charge (at the BESS Power Capacity).

“Billing Period” means each period of one (1) Calendar Month which falls
(whether in full or in part) within the Term, the first such period being the first
Calendar Month during which the Generator delivers Electrical Energy at the
Electrical Delivery Points in accordance with the terms of this Agreement.

“Bribe” means a financial or other advantage, intended to induce a person to give

improper assistance in breach of their duty, or to otherwise improperly influence
someone with the underlying purpose of obtaining or retaining business, or an
advantage in the course of business, including without limitation in connection with
public or private procurement contract awards, regulatory permits, taxation,
customs, judicial and legislative proceedings.

“Bribery” means the receiving, offering, promising, authorising or giving of a

Bribe.

“Buyer Failure” means any failure of the Buyer to comply with its obligations
under this Agreement, the Sub-Usufruct Agreements or the Electrical Connection
Agreement, save where such failure is occasioned or caused by:

(a) a Buyer Risk Event; or

(b) a failure by the Generator to perform its obligations under this Agreement,
the Sub-Usufruct Agreements or the Electrical Connection Agreement.

“Buyer Risk Event” means the occurrence of any of the following:

(a) war, hostilities, belligerence, blockade, revolution or insurrection occurring

in Oman;

3
(b) expropriation, requisition, confiscation, nationalisation, import restrictions
or closure of harbours, docks, facilities for the use of, or services to,
shipping or navigation by any Competent Authority;

(c) rationing or allocation, (other than any such existing or applied as at the
Effective Date) where imposed by Law or otherwise by any Competent
Authority;

(d) an Acceptance Test Delay;

(e) a Fuel Supply Failure;

(f) a failure by the Buyer of its obligations pursuant to clause 10.1; or

(g) any Change of Law,

and, in any such case, the effects of which on the Project could not (including by
reasonable anticipation) or cannot reasonably be avoided or overcome by the
Generator, acting as a Reasonable and Prudent Operator, provided always that any
proper action taken by any Competent Authority against the Generator in relation
to the grant, enforcement or exercise of any rights of such Competent Authority
pursuant to a Permit or applicable Law shall not constitute a Buyer Risk Event.

“Buyer Risk Notice” has the meaning given to it in Clause 28.1.

“Calendar Month” means a period of one (1) calendar month according to the
Gregorian calendar, each such period beginning at 00:00 hours on the first day of
such calendar month and ending at 24:00 hours on the last day of such calendar
month.

“Calendar Year” means a period of twelve (12) Calendar Months commencing at

00:00 hours on 1 January in any year and ending at 24:00 hours on 31 December
of that year.

“Capacity Cap” means in relation to each Plant, the capacity cap set out in
Annexure LL of the MFS.

“Capacity Expansion Event” has the meaning given to it in Schedule K.

“Change Notice” has the meaning given to it in Clause 28.19.

“Change of Law” means:

(a) any Law coming into effect after the Effective Date (including any Law
(other than any Permit) or any official written interpretation thereof, in
force at the Effective Date being amended, modified, repealed or
replaced);

(b) any Permit granted to the Generator and required by it to perform its
obligations under this Agreement subsequently terminating, being
withdrawn, amended, modified or replaced other than as a result of:

(i) termination, withdrawal, amendment, modification or replacement

of such Permit in accordance with the terms upon which it was
originally granted; or

4
 (ii) failure by the Generator to comply with any condition related to
such Permit; or

(iii) any act or omission of the Generator, any Founder or any

Contractor;

(c) any Permit for which the Generator makes a proper application at the
appropriate time and which application the Generator diligently pursues,
not being granted, other than if the refusal by the relevant Competent
Authority to grant such Permit:

(i) is made in accordance with any Laws regulating the granting of, or
otherwise relating to, such Permit; or

(ii) could (including by reasonable anticipation) reasonably be avoided

or overcome by the Generator by the exercise of Good Practice; or

(iii) is the result of any act or omission of the Generator, any Founder
or any Contractor;

(d) any change in the RAECO Code coming into effect after the Effective Date,

provided that:

(i) any change of the USD/RO exchange rate; and

(ii) the imposition of, or any change to, the Generation Licence Fee;
and

shall not constitute a Change of Law.

“Claims” means any and all suits, sanctions, legal proceedings, claims,
assessments, judgments, damages, penalties, fines, liabilities, demands and/or
losses.

“Commercial Operation Date” or “COD” means, in relation to each Plant, the

Day after the date upon which all of the following have occurred:

(a) the relevant Plant has been Constructed;

(b) the Plant Acceptance Test has:

(i) been Duly Completed; and

(ii) demonstrated that the Demonstrated Power Capacity for the

relevant Plant is equal to or greater than the Minimum Acceptance
Criteria; and

(c) the Generator has notified to the Buyer the Provisional Demonstrated
Power Capacity in accordance with Clause 13.1,

provided that such date is at least six months after the Construction Milestone.

“Commissioning Energy” means Electrical Energy Delivered in connection with

the testing and commissioning of the PV Plant, New DG Assets and BESS prior to
the relevant Commercial Operation Date.

5
“Competent Authority” means the Authority and any unit of the State
Administrative Apparatus, and which is considered as such, and the branches and
divisions related thereto which have been assigned with any jurisdiction (whether
pursuant to the Sector Law or any other Law) in relation to any matter which is the
subject of this Agreement.

“Consequential Loss” means any loss or damages suffered or incurred by a party

which does not constitute Direct Loss.

“Construct” means to investigate and survey, design, furnish, procure,

construct, contract, install, test, commission and do other things in accordance with
(and, in the case of a Plant so as to permit operation in accordance with) the
requirements of this Agreement and “Construction” and “Constructed” shall be
construed accordingly.

“Construction Activities” means any and all actions and activities of the
Generator and/or its Contractors undertaken in connection with the Construction of
the Plants.

“Construction Milestone” means the receipt by the EPC Contractor from the
Generator of an unconditional notice to proceed with the Construction of a Plant on
or before the Scheduled Date for its achievement.

“Construction Period” means, in relation to each Plant, the period which

commences on the Effective Date and ends on the Commercial Operation Date.

“Construction Programme” means the programme for the Construction of the

Plants, which specifies certain Milestones for the Construction of the Plants and the
Scheduled Dates which relate to such Milestones, as specified in Schedule E and, in
the case of the Scheduled Dates, as the same may be amended in accordance with
the provisions of this Agreement.

“Contract Year” means:

(a) Contract Year Zero;

(b) each subsequent period of twelve (12) Calendar Months which falls
(whether in full or in part) within the Term, with the exception of Contract
Year Fifteen; and

(c) Contract Year Fifteen.

“Contract Year Fifteen” means the period commencing on the expiry of the
fourteenth (14th) Contract Year and ending on the fifteenth (15th) anniversary of the
Scheduled Commercial Operation Date of the final Plant, as may be extended
pursuant to:

(a) the provisions of Clause 8.6.3; and

(b) any one or more Force Majeure Extension(s).

“Contract Year Zero” means the period commencing on the Scheduled

Commercial Operation Date of the first Plant and ending on the Scheduled
Commercial Operation Date of the final Plant.

6
“Contracted Heat Rate” means the heat rate guaranteed for each unit of the
Existing DG Assets and New DG Assets for the Contract Year, as set out in the MFS
and Plant Model.

“Contracted Heat Rate Correction Factor” means the factor to be applied for
any Hour to the heat rate to correct for actual conditions and to reflect Demand to
calculate the theoretical Fuel consumption based on the Plant Model.

“Contracted Omani Content” means the minimum level of Omani Content which
the Generator undertakes to utilise during all of the Construction Periods, as
specified in Schedule D.

“Contractor” means the EPC Contractor and any or all other suppliers and/or sub-
contractors, or any of their permitted successors or assigns engaged by the
Generator or by any other person who is appointed by a person who falls within
this definition, in connection with the undertaking of the Project, and the contractor
under the O&M Contract.

“Controls” means in respect of a person by another, that that other (whether

alone or with others and whether directly or indirectly and whether by the
ownership of share capital, the possession of voting power, contract or otherwise):

(a) has the power to appoint and/or remove all or the majority of the
members of the board of directors or other governing body of that person
or of any other person which controls that person; or

(b) controls or has the power to control the affairs and policies of that person
or of any other person which controls that person; or

(c) is the parent undertaking of that person or of any other person which
controls that person; or

(d) possesses or is, or will at a future date be, entitled to acquire:

(i) fifty one per cent (51%) or more of the share capital or issued
share capital of, or of the voting power in, that person or any
other person which controls that person; or

(ii) such part of the issued share capital of that person or any other
person which controls that person as would, if the whole of the
income of such person were in fact distributed, entitle him to
receive fifty one per cent (51%) or more of the amount so
distributed; or

(iii) such rights as would, in the event of the winding-up of that person
or any other person which controls that person or in any other
circumstances, entitle him to receive fifty one per cent (51%) or
more of the assets of such person which would then be available
for distribution,

and, for those purposes, there shall be attributed to any person the rights or
powers of any nominee or associate of his and the rights and powers of any one or
more persons which he, or he and nominees or associates of his, controls;

and “Control” and “Controlled” shall be construed accordingly.

7
“Corrupt Practices” means any or all Bribery, Corruption, Extortion or Solicitation,
Facilitation Payment, Kickback, Money Laundering or Trading in Influence.

“Corruption” means the misuse of entrusted power or breach of duty for personal
gain.

“Day” means a period of twenty four (24) consecutive Hours starting at 00:00
hours Oman time.

“Deemed Electrical Energy Delivered” means the Electrical Energy

deemed to have been delivered in accordance with the provisions this Agreement
and calculated in accordance with section 9 of Schedule B.

“Deemed Electrical Energy Period” means the period of time in which

Electrical Energy is deemed to have been delivered in accordance with the
provisions of this Agreement.

“Deferred Scheduled Commercial Operation Date” has the meaning

given to it in Clause 14.6.

“Delay Period” has the meaning given to it in Clause 14.6.

“Delayed Provisional Commercial Operation Date” has the meaning given to

it in Clause 14.7.1.

“Demand” means the instantaneous power demands of the RAECO System at any
moment over the Term (in MW), subject to the relevant Capacity Cap.

“Demonstrated Power Capacity” means for each Plant, the total

Electrical power generating capacity (expressed in MW) of each of the Power
Blocks (of the PV Plant, New DG Assets, Existing DG Assets and BESS) individually,
which is available at the Power Block Metering Points of that Plant in conformity
with the Operating Parameters and by reference to Reference Conditions, as
demonstrated:

(a) in the Handover Tests, during the Handover Period in relation to the
Existing DG Assets;

(b) in the Acceptance Tests or Performance Tests in relation to the Power

Blocks,

but in all cases provided such capacity shall not be greater than the Guaranteed
Contracted Power Capacity applicable to the relevant Handover Period or Contract
Year.

“Diesel Generators” means the diesel generators that form part of a Plant, made
up of the New DG Assets and the Existing DG Assets.

“Direct Agreement” means an agreement of even date herewith between the

Buyer, the Generator and the Lenders in respect of the Project, substantially in the
form of Schedule H.

“Direct Loss” means:

(a) for the Generator:

8
 (i) any loss of Electrical Energy Charges and/or Power Capacity
Charges properly due to it pursuant to the terms of this
Agreement; and/or

(ii) any loss or damage sustained or incurred by it as a direct result of

damage to property or personal injury; and

(b) for the Buyer:

(i) any excess Power Capacity Charges and/or Electrical Energy

Charges paid by it to the Generator hereunder; and/or

(ii) any loss or damage sustained or incurred by it as a direct result of

damage to property or personal injury.

“Draft Testing Procedures” has the meaning given to it in Clause 1(ii) of

Schedule A.

“Due Date” has the meaning given to it in Clause 26.1.

“Duly Completed” means the completion of any Test in accordance with the
procedures specified in or to be established pursuant to Schedule A and otherwise
in accordance with the provisions of that Schedule and this Agreement provided
that, in relation to any Acceptance Test or Performance Test, “Duly Completed”
shall not imply that the Minimum Acceptance Criteria has been achieved and “Duly
Complete” and “Duly Completing” shall be construed accordingly.

“Easement Land” has the meaning given to it in the Sub-Usufruct Agreements.

“Effective Date” means the date on which all of the agreements listed in
Clause 4.1 have been duly executed or delivered.

“EHC” means the Electricity Holding Company SAOC, a closed joint stock company
incorporated under the Law, having its postal address at PO Box 850, Postal code
116, Mina Al Fahal, Sultanate of Oman.

“Electrical Connection Agreement” means an agreement entered into between

the Generator and the Buyer, which agreement sets out the terms upon which the
Plant will be connected and remain connected to the RAECO System.

“Electrical Delivery Points” means for each Plant, the point(s) at which the Plant
connects with the RAECO System, in accordance with Schedule G.

“Electrical Energy” means electrical energy produced, flowing or supplied by an

electrical circuit during a time interval and being the integral with respect to the
time of instantaneous power measured in units of megawatt hours (MWh).

“Electrical Energy Charge” means the payment calculated in accordance with

Schedule B.

“Electrical Energy Delivered” means the aggregate (net) Electrical Energy

delivered by the Plant in accordance with this Agreement in order to meet, but
never exceed, Demand, as measured at the Electrical Delivery Point.

“Emission Reduction Credits” means any credits, benefits, reductions, offsets,

allowances or property rights including, without limitation, certified emissions
reduction credits under the clean development mechanism of the Kyoto Protocol to

9
 the United Nations Framework Convention on Climate Change, resulting from the
avoidance, reduction or displacement in actual emissions of any gas, chemical,
pollutant or other substance into the air, soil or water during a specified period,
expressed in tons of emissions reduced or as may otherwise be expressed.

[“EPC Contract” means the contract entered into (or to be entered into)
between the Generator and the EPC Contractor, which contract sets out the terms
upon which the EPC Contractor will undertake the Construction of each Plant.

“EPC Contractor” means the entity or consortium with which or whom the
Generator enters into the EPC Contract and who shall have liability for the overall
Construction of each Plant, being [●] 2 or such other entity approved in writing by
the Buyer].

“Existing DG Assets” means during the Handover Period, all the plant and
equipment listed in Annexure AA of the MFS, and during the Operation Period the
plant and equipment listed in Annexure AA of the MFS that is not rented to the
Buyer, such equipment being provided by the Buyer to the Generator in accordance
with Clauses 10 and 15.9.

“Expert” means an expert appointed pursuant to Clause 33 (Expert ).

“Extension Period” has the meaning given to it in Clause 8.6.3.

“Extortion or Solicitation” means the demanding of a Bribe, whether or not

coupled with a threat if the demand is refused.

“Facilitation Payment” means small Bribes, whether paid in cash or kind, made
to Government or public officials to speed up routine administrative processes or
other actions, also known as "grease payments".

“Final Commercial Operation Date” means where all Plants reach their
Commercial Operation Date, the date that the last Plant achieves their Commercial
Operation Date.

“Final Lock-In End Date” means the date that is seven years after the
Final Commercial Operation Date;

“First Lock-In End Date” means the date that is three years after the
Final Commercial Operation Date;

“Fixed O&M Cost Recovery Charge for Existing DG Assets” has the meaning
given to it in Schedule B.

“Force Majeure” means any act, event or occurrence or combination thereof

(other than any act, event or occurrence or combination thereof which constitutes
a Buyer Risk Event or a Buyer Failure) which:

(a) is beyond the reasonable control of the Generator;

(b) was not foreseeable or, if foreseeable, could not have been (including by
reasonable anticipation) avoided or overcome by the Generator, acting as a
Reasonable and Prudent Operator;

(c) could not have been (including by reasonable anticipation) or cannot

reasonably be avoided or overcome by the Generator, acting as a
2
Note to Bidders - to be updated to the extent the Bidder will use multiple EPC Contractors.

10
 Reasonable and Prudent Operator, through its exercise of Good Practice;
and

(d) prevents, hinders or delays the Generator in its performance of any (or any
part) of its obligations under this Agreement,

each such act, event or occurrence or combination thereof being a “Force Majeure
Event” provided that the events specified in Clause 29.7 shall not constitute Force
Majeure Events.

“Force Majeure Delay Period” means the period during which the Generator is
prevented, hindered or delayed by a Force Majeure Event from demonstrating or
making available the Demonstrated Power Capacity related to the Diesel
Generators or the BESS, or from delivery of Electrical Energy Delivered from the PV
Plant.

“Force Majeure Extension” means the period of time by which the Term is
extended by a Force Majeure Event, being the period calculated in accordance with
Clause 29.9.2.

“Force Majeure Notice” has the meaning given to it in Clause 29.1.

“Force Majeure Relief” has the meaning given to it in Clause 29.6.

“Founder” means each of, the Lead Founder and [●], being individually a
Founder and collectively, the Founders.

“Fuel” means diesel fuel meeting the Reference Diesel Specifications, or such other
fuel mutually agreed between the Parties in accordance with clause 21.10.

"Fuel Delivery Point” means points referred to it in Schedule G.

“Fuel Storage Facilities” has the meaning given to it in section 11.15 of the MFS.

“Fuel Supply Failure” means an inability of the Generator to Test or operate the
Plant due to a default of the Buyer under Clause 21 including during the Handover
Period, provided that such failure was not caused or contributed to by the
Generator.

“Funding Documents” means all or any of the agreements or instruments to be

entered into by the Generator or any of its Affiliates relating to the financing of the
Project, including equity and subordinated financing (and including any agreements
or instruments to be entered into by the Generator or any of its Affiliates relating to
the rescheduling of their indebtedness or the refinancing of the Project).

“Generation” means the production of electricity.

“Generation Licence” means an authorisation issued by the Authority to the

Generator pursuant to the provisions of the Sector Law to undertake the activity of
electricity Generation at the Site.

“Generation Licence Fee” means the fees (if any) which the Generator is
required to pay pursuant to the Generation Licence on or prior to its issuance, or
during the term of, such Generation Licence.

“Generator’s Acceptance Election” has the meaning given to it in Clause 13.5.

11
“Generator’s Costs” means the costs and/or expenses which the Generator
sustains or incurs in undertaking the Project.

“Generator Insolvency” means the occurrence of any of the following:

(a) the passing of a resolution for the bankruptcy, insolvency, winding-up,

liquidation of, or similar proceeding against or relating to the Generator;
and/or

(b) the appointment of a trustee, liquidator, custodian or similar person in

connection with any matter or proceeding referred to at paragraph (a),
where the appointment is not set aside or stayed within sixty (60) Days of
such appointment; and/or

(c) a court which has jurisdiction making an order to wind up or otherwise

confirm the bankruptcy or insolvency of the Generator, where the order is
not set aside or stayed within sixty (60) Days.

“Generator’s Revenue” means the Power Capacity Charges, Electrical Energy

Charges and any other payment which the Generator is entitled to receive in
accordance with this Agreement.

“Good Practice” means acting in good faith to perform obligations in accordance

with the requirements of the Law and international good practice in the electricity
industry.

“Government” means the Government of the Sultanate of Oman.

“Guaranteed Contracted Power Capacity” or “GCPC” for each Contract Year

for each Plant the total Electrical power generating capacity (expressed in MW) for
each of the Power Blocks (PV Plant, New DG Assets, Existing DG Assets and BESS)
individually, which is available at the Power Block Metering Points of that Plant and
which the Generator commits to provide, as specified in paragraph [●] of the MFS,
in conformity with the Operating Parameters and by reference to Reference
Conditions.

“Guaranteed Projected PV Output” means the expected output from

the PV plant, based on irradiance level and module temperature at the PV Power
Block Metering, which the Generator commits to provide in accordance with
Schedule F Annexure LL.

“Handover Date” means each Day the Buyer transfers the operations and
maintenance of the Existing DG Assets from the existing operator to the Generator
in accordance with Schedule J.

“Handover Milestone” means transfer of the operations and maintenance of the

Existing DG Assets from the existing operator to the Generator on or before the
Scheduled Date for its achievement.

“Handover Period” means, in relation to each Plant, the period commencing on

the Handover Date and expiring on the Commercial Operations Date.

“Handover Plan” has the meaning given to it in Schedule J.

“Handover Test” means the test which is required to be undertaken in

accordance with Schedule A and the other provisions of this Agreement, to

12
establish the Demonstrated Power Capacity of the Existing DG Assets prior to the
Handover Date.

“Hour” means a period of sixty (60) consecutive minutes starting on the

hour.

“HSE Audit Requirements” means the obligations of the Generator and the
rights of the Buyer with respect to the Buyer's monitoring and the independent
auditing during the Construction Period, Handover Period and Operation Period of
health and safety matters in respect of the Generator and any Contractor, as
specified in Schedule I.

“HSE Standards” means the standards of the Occupational Health and Safety
Administration (OSHA USA), the Institute of Occupational Safety and Health (IOSH
UK), the European Health and Safety Framework Directive (89/391/EEC) or an
equivalent HSE Standards as approved by the Buyer.

“ICC Rules” has the meaning given to it in Clause 38.2.

“Information” means all information provided to the Buyer or to any adviser or

employee or agent of the Buyer and/or of the Government, on or prior to the date
of this Agreement, by the Generator and/or the Founders and/or by any third party
on behalf of or at the request of or in accordance with an instruction from the
Generator and/or the Founders, which information is relevant to:

(a) the Project Agreements; and/or

(b) the Project; and/or

(c) the ability of the Founders and/or the Generator to undertake the Project
in accordance with the Project Agreements.

“Initial Performance Test” means the Performance Test which is required to be

undertaken in accordance with Schedule A and the other provisions of this
Agreement, as part of the Acceptance Test to establish the Demonstrated Power
Capacity of the Plant for the first Contract Year.

“Initial Shareholding” means, in respect of a Founder, the initial shareholding of

the Founder in the Generator as set out in Schedule O;

“Invoice Dispute Notice” has the meaning given to it in Clause 26.5.

“Kickback” means a form of Bribery in which a percentage of the revenues from a

contract or other financial award is illicitly returned to the person awarding that
contract or benefit (or their relatives, friends, business associates or partners).

“Last Commercial Operation Date” means the longstop date to achieve the
Commercial Operation Date, as specified in the Construction Programme.

“Law” means all legal requirements having effect in Oman, including requirements
of or deriving from any Permit.

“Lead Founder” means [●];

“Lender” means a third party financial institution (but not any Founder or any
Affiliate of any Founder) which provides loans or extends credit or other financing
to the Generator for the implementation of the Project.

13
"Load Shedding Event” means any event after the Plant's Commercial Operation
Date where energy supply to a part of the RAECO System customers is temporary
discontinued in order to keep the RAECO System operating as a Stabilised RAECO
System, as determined in accordance with clause 15.10.

“Material Adverse Change” means an increase in the Generator’s Costs and/or a

decrease in the Generator’s Revenue, the cumulative effect of which (net of any
benefits to the Generator and after all Omani taxes) has had a negative value for
the Generator of an amount equal to or in excess of OMR 150,000.

“Material Adverse Change Notice” has the meaning given to it in Clause 28.11.

“Material Beneficial Change” means a decrease in the Generator’s Costs and/or

an increase in the Generator’s Revenue, the cumulative effect of which (net of any
adverse consequences to the Generator and after all Omani taxes) has had a
positive value for the Generator of an amount equal to or greater than OMR
150,000.

“Material Beneficial Change Notice” has the meaning given to it in Clause

28.15.

“Material Default” means on and from the Commercial Operation Date (or, where
Clause 14  applies, the Provisional Commercial Operation Date), any material
failure by the Generator to perform its obligations hereunder, including, without
limitation:

(a) any failure to pay to the Buyer in accordance with the provisions hereof
any amount due to it in excess of OMR 150,000 where such failure
continues for a period of thirty (30) Days or more; or

(b) the persistent failure of the Generator to perform any of its obligations
hereunder.

“Material Incident” means an event which causes material damage to property,

material injury or death to any person or which has or will or may materially affect
the Construction Programme, delay the achievement of the Commercial Operation
Date or jeopardise the safe operation of a Plant.

“Mechanical Completion Tests” means the tests performed to verify and

confirm that each Power Block and all grid interconnection and other facilities that
are necessary for power evacuation of such Power Block have been built according
to specifications and that there are no major technical shortcomings and defects,
as determined by the Buyer (acting reasonably).

“Metering System” means the systems required for the purposes of measuring
Electrical Energy Delivered and Fuel delivered, meeting the requirements set out in
section 10 of the MFS.

“MFS” or “Minimum Functional Specification” means the minimum functional

specification for the Plant as contained in Schedule F.

“Milestone” means the achievement of a key stage of the Construction Period (as
set out in Schedule E) by the relevant Scheduled Date.

“Minimum Acceptance Criteria” has the meaning given to it in Schedule A.

14
“Money Laundering” means dealing with the proceeds of crime including, but not
limited to Bribery, Corruption, Extortion or Solicitation, Facilitation Payment,
Kickback and/or Trading in Influence or the concealing or disguising of the illicit
origin, source, location, disposition, movement or ownership of property, knowing
that such property is the proceeds of crime.

“Monthly Report” means the report which the Generator shall prepare and
submit to the Buyer on a monthly basis during the Term, which report shall contain
the information specified in Clause 18.

“New DG Assets” means the diesel generators the Generator is required to

Construct in accordance with this Agreement, as set out in paragraph 4.3.6 of the
MFS.

“O&M Contract” means the contract, if any, entered into (or to be entered into)
between the Generator and any operations and maintenance contractor, which
contract sets out the terms upon which such contractor will undertake the
operation and maintenance of the Plants.

“Oman” means the Sultanate of Oman.

“Omani Business Day” means a day on which banks in Oman are open for
business purposes.

“Omani Content” means Omani products, suppliers and contractors but

excluding:

(a) insurance;

(b) finance; and

(c) any finished goods, materials or equipment that have been imported into
Oman.

“Operating Parameters” means the characteristics of the Plant as referred to in

Schedule F.

“Operation Milestone” has the meaning given to it in Clause 8.1.2.

“Operation Period” means, in relation to each Plant, the period commencing on

and from its Commercial Operation Date up to and including the date upon which
this Agreement expires or terminates.

“Original Date for the Plant Acceptance Test” means where Clause 14 applies,
the date on which the Generator is ready to undertake the Plant Acceptance Test,
provided that such date shall not be earlier than the Scheduled Commencement
Date for Plant Acceptance Test.

“Other Approval” means any permission, permit, approval, consent, licence or

authority, other than a Permit, which is required by the Generator to enable it to
undertake the Project in accordance with the provisions of the Project Agreements.

“Other Project Documents” means any agreement, other than the Project
Agreements, which the Generator enters into and which relate to the Project.

“Performance Bond” means a letter of credit which complies with the

requirements set out at Clause 6.

15
“Performance Tests” means the Tests which are required to be Duly Completed
periodically in order to demonstrate the Demonstrated Power Capacity of the Plant
and includes the Initial Performance Test, any Additional Performance Test, any
Annual Performance Test and any Periodic Performance Test, each as described in
Schedule A and Clause 11.

“Periodic Performance Test” means the Performance Test, other than an Annual
Performance Test, which the Buyer shall be entitled to require the Generator to
undertake in accordance with the provisions of this Agreement, including Schedule
A.

“Permit” means any permission, licence (including the Generation Licence),

authority, approval or consent of any Competent Authority and, where a
Competent Authority is authorised to prohibit a proposal, the passing of the time
limited for such prohibition without the proposal being prohibited.

“Plant” means, as the context requires, each combination of Diesel Generators, PV

Plant, BESS and related facilities Constructed on a Site for the purposes of power
generation and supply of Electrical Energy, and from the Handover Date the
Existing DG Assets licensed to the Generator at that Site pursuant to this
Agreement, each with an aggregate GCPC (expressed in MW) as specified in
paragraph 4.3 of Schedule F and which complies with the characteristics specified
in Schedule F and includes the Electrical Delivery Points.

“Plant Acceptance Test” means the Acceptance Test in respect of a Plant.

“Plant Model” means the computer model used to calculate the projected Fuel
consumption, PV deemed energy and other items in accordance with Clause 4.6.

“Power Block” means one of the main generating systems at a Site (PV Plant,
BESS, New DG Assets or Existing DG Assets) and their balance of plant (e.g. own
auxiliary loads, transformers, switchgear, settlement metering).

“Power Block Metering Points” means for each Plant, the points where the
energy generation is measured for each of the Existing DG Assets, New DG Assets,
PV and BESS, in accordance with Schedule G.

“Power Capacity Charge” means the payment calculated in accordance with

Schedule B.

“Pre-Contractual Representation” has the meaning given to it in Clause 42.4.

“Project” means:

(a) the Construction and financing of the Plants;

(b) the operation and maintenance of the Plants in accordance with Good
Practice throughout the Term;

(c) the making available to the Buyer from the Commercial Operation Date of
the Demonstrated Power Capacity for each Contract Year which falls within
the Term; and

(d) selling to the Buyer the Electrical Energy Delivered in accordance with this
Agreement.

16
“Project Agreements” means this Agreement, Electrical Connection Agreement,
the Sub-Usufruct Agreements and the Direct Agreement.

“Proportionate Amount” means, in relation to each Plant, that Plant’s

proportionate contribution to the total Project, as set out below:

Proportionat
Site
e Amount
Madha 7%
Masrooq 2%
Mazyounah 18%
Khuwaimah 10%
Hasik 5%
Masirah 29%
Hitam 5%
Khadrah 13%
Mittan 5%
Hallaniyat 1%
Farshat
Qtbeet 5%

“Provisional Acceptance Capacity” has the meaning given to it in

Clause 11.3.2.

“Provisional Commercial Operation Date” means the date which the parties
reasonably estimate to be the date upon which the Commercial Operation Date
would have occurred but for the occurrence of a Buyer Risk Event or Buyer Failure
which has the effect of preventing the Buyer from taking the Electrical Energy
generated during the Plant Acceptance Test. Such date shall not be earlier than six
months after the Construction Milestone.

“Provisional Demonstrated Power Capacity” has the meaning given to it in

Clause 13.1.

“Provisional Period” has the meaning given to it in Clause 13.4.2.

“PV Plant” means the photovoltaic solar plant that forms part of a Plant, as
described in section 4 of the MFS.

“RAECO Code” means the RAEC Distribution Code as published v 1.0 2004 Parts A
to H, as may be amended from time to time.

“RAECO Metering Data and Exchange Code” means the code of that
name, forming part of the RAECO Code, as the same may be revised from time to
time.

“RAECO System” means all electrical apparatus from the Electrical

Delivery Points to electricity customer connection points operated by the Buyer in
the towns of Madha, Masrooq, Mazyunah, Mittan, Farshat Qtbeebt, Masirah, Hitam,
Al Khardrah, Al Khuaimah, Al Hallamayat and Hasik.

“Reasonable and Prudent Operator” means in respect of the Generator, its

acting in good faith to perform its contractual obligations hereunder and, in so
doing and in the general conduct of its undertaking hereunder, exercising that
degree of skill, diligence, prudence and foresight which would reasonably and

17
ordinarily be expected from a skilled and internationally experienced operator
complying with Good Practice and the Law, engaged in the same or a similar type
of undertaking, in the same or similar circumstances and conditions and any
references herein to the standard of a Reasonable and Prudent Operator shall be
construed accordingly.

“Reduced Capacity Period” has the meaning given to it in Clause 11.3.2.1.

“Reference Ambient Conditions” means fifty five (55o) Celsius ambient air
temperature, sixty per cent (60%) relative humidity, one thousand and thirteen
(1013) millibars ambient air pressure.

“Reference Conditions” means Reference Ambient Conditions and frequency and

power factor as specified in Schedule F.

“Reference Diesel Specifications” means the diesel specifications set out in

section 10 of the MFS.

“Refinancing” means:

(a) any amendment, variation, novation, supplement or replacement of any of

the Funding Documents;

(b) the disposition of any rights or interests in, or the creation of any rights of
participation in respect of, the Funding Documents or the creation or
granting of any other form of benefit or interest in either the Funding
Documents or the contracts, revenues or assets of the Generator whether
by way of security or otherwise;

(c) the exercise of any right, or the grant of any waiver or consent, under any
of the Funding Documents; or

(d) any other arrangement put in place by the Generator or another person
which has an effect which is similar to any of (a)-(c) above or which has
the effect of limiting the Generator's or any associated company’s ability to
carry out any of (a)–(c) above;

where such action affects the economic position of the Company or the Founders
as set out in the financial model submitted at bid (and updated by mutual
agreement of the Parties) including by changing or in any way affecting:

(a) margins, fees or other financing costs;

(b) the maturity or size of the debt;

(c) the timing or amount of any distributions or any release of any contingent
equity commitments;

(d) any reserving requirements; and

(e) any requirement to provide or maintain any guarantee or security.

“Reliability Run” means that part of the Acceptance Test described at

Clause 2(d) of Schedule A.

“Revised Date for the Plant Acceptance Test” has the meaning given to it in
Clause 14.5.2.

18
 “Rial Omani” or “OMR” means the lawful currency of Oman.

“Scheduled Commencement Date for Plant Acceptance Test” means the

earliest date from which the Generator will be able to commence the Plant
Acceptance Test, as specified in the Construction Programme, as such date may be
amended from time to time in accordance with this Agreement.

“Scheduled Commercial Operation Date” or “SCOD” means each of the dates

set out in the Construction Programme, or such later date as may be determined as
the Scheduled Commercial Operation Date in accordance with the provisions of this
Agreement.

“Scheduled Date” means the date on or by which the key stages of the
Construction Period are scheduled to occur or commence (as the same may be
amended in accordance with the terms of this Agreement), such date being a
Scheduled Date either through its specification in the Construction Programme or
through agreement of the Buyer and the Generator or as determined pursuant to
the terms of this Agreement.

“Second Lock-In End Date” means the date that is five years after the Final
Commercial Operation Date;

“Sector Law” means Royal Decree No. 78/2004 promulgating the law for
regulation and privatisation of the electricity and related water sector, as amended.

[“Senior Debt” means all amounts required to be paid or repaid by the Generator
pursuant to the Funding Documents, as may be varied or amended following the
occurrence of an event of default under such Funding Documents to reflect any
rescheduling of the Senior Debt agreed between the Lender and the Generator,
provided that such rescheduling does not increase the Senior Debt amount or the
tenor for which the Buyer would have been required to be paid under Schedule L
but for such rescheduling]3.

“Site” means, as the context requires, each of the areas upon which the Plants are
to be Constructed, as described in each Sub-Usufruct Agreements.

“Start-up Test” means the Test which forms part of the Acceptance Test
and which is described in Clause 2(b) of Schedule A.

“Stabilised RAECO System” means the RAECO System operating within the
specified limits defined in the RAECO Code.

“Standard Test Conditions” means a standard set of reference conditions

defined as irradiance of 1000 W/m2, cell temperature of 25°C and air mass 1.5.

“State Administrative Apparatus” means any central, local or other

Government authority (including regulatory authorities (but excluding the
Authority) and administrative bodies) and any department, authority, ministry,
commission, instrumentality or agency of the Government but excluding any person
established pursuant to the Commercial Companies Law No 18/19.

“Sub-Usufruct Agreements” means each agreement executed between the

Generator and the Buyer which agreement provides for the grant by the Buyer to

3
Note to Bidders - this version of the PPA assumes project financing on limited recourse to the Founders. To the
extent Bidders propose alternative funding strategies, including a project funded through equity contributions or
recourse to equity, this draft will be updated to ensure the Bidder / Buyer is in materially no worse or better position
than had the Project been project financed.

19
the Generator of sub-usufruct rights in respect of each Site and rights of way and
easements in respect of each Easement Land.

“Sultanate Consumer Price Index” means the “Sultanate Consumer Price

Index”, General Index, as published monthly in the Monthly Statistical Bulletin by
the National Centre for Statistics and Information of the Government, or any
successor body from time to time, on its website www.ncsi.gov.om or such other
index as may be agreed to by the parties from time to time.

“System Blackout Event” means a total loss of power at the Electrical Delivery
Points supplying any RAECO System, for any length of time, after the Commercial
Operation Date , as determined in accordance with clause 15.10.

“Tariff” means in respect of the:

(a) Handover Period, the Fixed O&M Cost Recovery Charge for Existing DG
Assets, Variable Cost Recovery Charge for the Existing DG Assets in
relation to the Existing DG Assets; and

(b) Operation Period, the Power Capacity Charge and the Electrical Energy
Charges.

“Term” has the meaning given to it in Clause 3.

“Termination Value” means the applicable termination value as set out in

Schedule L.

“Test Period” means the period during which the Generator prepares for and
conducts any Tests.

“Tests” means as the context requires, the Acceptance Test and / or any
Performance Test and the term “Tested” shall be construed accordingly.

“Total Nominal Inverter Power” means the total sum of the AC power
capacities, rated at Reference conditions, of all installed PV inverters.

“Total Rated Module Power” means the total sum of the DC power capacities,
rated at STC, of all installed PV modules.

“Trading in Influence” means the offering or solicitation of an undue advantage

in order to exert an improper, real, or supposed influence with a view of obtaining
from a private individual or public official an undue advantage for the original
instigator of the act or for any other person.

“Transfer Conditions” means the conditions of the Plant set out in

section 3.1 of the MFS.

“Transfer Date” means in respect of a Plant, the date that is the earlier of
(i) the Day following the last Day of the Term; (ii) the date specified in a Plant
removal notice issued under Clause 30.1; or (iii) the date specified in a termination
notice under Clause 31.1.

“Transfer Tests” means the tests for the Plants as outlined in paragraph
10 of Schedule A.

“Trial Run” means the testing of each Plant as part of the Acceptance
Test, as described in Schedule A.

20
 “USD” means the lawful currency of the United States of America.

“US Producer Price Index” means the US producer price index, Series ID:
PCU333611 (turbine and turbine generator sets, unit mfg) as published from time
to time by the Bureau of Labor Statistics, Washington, DC, or such other index as
may be agreed between the parties from time to time.

“Valid Invoice” means an invoice submitted by the Generator to the Buyer in

accordance with Clause 26.1 which complies with the requirements of that Clause.

“Variable Cost Recovery Charge for the Existing DG Assets” has the
meaning given to it in Schedule B.

“Wilful Default” means an intentional and conscious breach of this Agreement by

a party or a breach arising from a party’s reckless disregard of the provisions
hereof.

“Year” means a period of one year according to the Gregorian calendar

commencing on any Day of the year.

1.2 Unless the context of this Agreement otherwise requires:

1.2.1 the headings of Clauses to this Agreement are for convenience only
and shall be ignored in construing this Agreement;

1.2.2 the singular includes the plural and vice versa;

1.2.3 words of any gender include each other gender;

1.2.4 references to Clauses and Schedules are references to Clauses and

Schedules of this Agreement, references to paragraphs, tables and
attachments are references to paragraphs, tables and attachments of
Schedules to this Agreement, references to Annexes are references to
annexes of Attachments to Schedules of this Agreement and
references to Sections are references to Sections in Attachments to
Schedules of this Agreement and references to Articles are references
to Articles of the Sector Law;

1.2.5 all references to periods of time and dates shall be based in and
computed according to the Gregorian calendar;

1.2.6 “person” includes an individual, partnership, company (as defined in

the Commercial Companies Law No. 18/2019), firm, trust, body
corporate, government, government body, authority, emanation,
agency, instrumentality, unincorporated body or an association;

1.2.7 the terms “hereof”, “herein”, “hereunder” and similar words and
phrases refer to this entire Agreement and not to any particular
Clause, section, Schedule or any other subdivision of this Agreement;

1.2.8 references to a “party” or the “parties” are references to either the

Buyer or the Generator or both, including their respective successors
and assigns and references to any other person shall include
references to that person’s successors and assigns, as appropriate;

1.2.9 references to other agreements, documents and other instruments

shall be deemed to be references to such agreements, documents

21
 and other instruments from time to time as amended, replaced,
substituted, assigned, novated, supplemented or otherwise modified
from time to time;

1.2.10 references to Laws, licences, codes, exemptions and other legal

instruments shall be deemed to be references to such Laws, licences,
codes, exemptions and other legal instruments as may be amended,
modified, varied, repealed or replaced from time to time; and

1.2.11 the words ”such as”, ”including”, ”particularly” and similar

expressions are not used as, nor are intended to be interpreted as,
words of limitation.

2 Effective Date

This Agreement shall take effect on and from the Effective Date.

3 Term of this Agreement

The term of this Agreement (the “Term”) shall commence on the Effective Date
and, subject to the provisions of Clauses 8, 29 and 31, shall expire on the date
which falls fifteen (15) Years after the Scheduled Commercial Operation Date of the
final Plant.

4 Project Agreements, Performance Bond, Funding Documents and

Ancillary Documents

4.1 At the same time that the Generator executes this Agreement, the Generator shall:

4.1.1 execute, or shall already have executed:

4.1.1.1 the Sub-Usufruct Agreements; and

4.1.1.2 the Electrical Connection Agreement; and

4.1.2 deliver to the Buyer the Performance Bond.

4.2 Promptly upon the request of the Generator, the Buyer shall execute the Direct
Agreement.

4.3 If at any time an amendment is made to any of the Project Agreements, or the
Generator enters into a new, restated or replacement of the Project Agreements (or
any agreement which affects the interpretation or application of any of the Project
Agreements), the Generator shall deliver to the Buyer a conformed copy of each
such amendment, restatement or agreement within twenty (20) Days of the date of
its execution or creation certified as a true copy by an officer of the Generator.

4.4 The Generator shall provide the Buyer with a copy of each of the Funding
Documents and Ancillary Documents in executed form, not more than twenty (20)
Days after the date of execution of such document. If at any time an amendment
is made to any Funding Documents or Ancillary Document, or the Generator enters
into a new, restated or replacement Funding Documents or Ancillary Document (or
any agreement which affects the interpretation or application of any Funding
Documents or Ancillary Document), the Generator shall deliver to the Buyer a
conformed copy of each such amendment, restatement or agreement within twenty
(20) Days of the date of its execution or creation certified as a true copy by an
officer of the Generator.

22
4.5 The Generator shall obtain the Buyer's prior written consent to any Refinancing and
both the Buyer and the Generator shall at all times act in good faith with respect to
sharing any Refinancing gains equally.

4.6 Within two months of the date of this Agreement, the Generator must submit a
draft plant model for the Buyer's approval. The Parties will agree the Plant Model in
accordance with Schedule N.

5 Sale and purchase of capacity and output

5.1 Subject to and in accordance with the terms of this Agreement:

5.1.1 after the Handover Date but prior to the Commercial Operation Date,
the Generator shall:

5.1.1.1 make available to the Buyer the Demonstrated Power

Capacity of the Existing DG Assets; and

5.1.1.2 sell to the Buyer the Electrical Energy associated with

the Demonstrated Power Capacity of the Existing DG
Assets;

5.1.1.3 provide the Buyer the Commissioning Energy at no cost;

and

5.1.2 on and from the Commercial Operation Date the Generator shall:

5.1.2.1 make available to the Buyer the Guaranteed Contracted

Power Capacity; and

5.1.2.2 sell to the Buyer the Electrical Energy associated with

the Guaranteed Contracted Power Capacity.

5.2 Subject to and in accordance with the terms of this Agreement, the Buyer shall:

5.2.1 pay for the Available Power Capacity and Deemed Electrical Energy
Delivered; and

5.2.2 accept Electrical Energy Delivered and pay for Electrical Energy
Delivered that is not Commissioning Energy.

5.3 The Generator shall not:

5.3.1 sell or deliver Electrical Energy generated by a Plant to any person

other than the Buyer; nor

5.3.2 confer upon any person, other than the Buyer, any right to the
Guaranteed Contracted Power Capacity,

save, in either case, to the extent that the same is expressly permitted by the
terms of this Agreement.

5.4 Electrical Energy Delivered which is to be accepted and purchased by the Buyer
pursuant to this Agreement will be transported from the Electrical Delivery Points by
the Buyer.

23
5.5 To the extent Generator curtails their generation from the PV Plant in accordance
with their obligation under Clause 15.1.5, the Buyer shall make a payment to the
Generator for Deemed Electrical Energy Delivered calculated in accordance with the
Plant Model, as applicable.

6 Performance Bond

6.1 The Generator shall maintain the Performance Bond throughout the period from the
date of execution of this Agreement to the date which falls 60 Days after the date
on which it has been agreed or determined that the Final Commercial Operation
Date has occurred.

6.2 The Performance Bond shall be in the form of a letter of credit which must:

6.2.1 be valid for a minimum period of twelve (12) months;

6.2.2 be in favour of the Buyer;

6.2.3 be for an amount equal to OMR 2,500,000;

6.2.4 be in the form specified in Schedule C;

6.2.5 constitute an on demand, unconditional commitment to pay by the

bank by which it is issued; and

6.2.6 be issued by a bank which is acceptable to the Buyer and which is

licensed to carry on banking business in Oman.

6.3 If the Performance Bond is due to expire on any date prior to the date which falls
60 Days after the date on which it has been agreed or determined that the Final
Commercial Operation Date has occurred, the Generator shall provide at least 60
Days before such expiry a replacement letter of credit of like amount which is valid
for a minimum period of twelve (12) months and which otherwise complies with the
requirements of Clause 6.2.

6.4 Every letter of credit provided by the Generator to the Buyer to enable the
Generator to comply with its obligations under this Clause 6 shall be returned to the
Generator:

6.4.1 upon its expiry and replacement by another letter of credit meeting
the requirements of Clause 6.2; or

6.4.2 within 60 Days after the date on which it has been agreed or
determined that the Final Commercial Operation Date has occurred,

whichever is the earlier.

6.5 Without prejudice to the other remedies available to it hereunder, the Buyer shall
be entitled to:

6.5.1 call on up to the entire amount of the Performance Bond if it is due

to expire and the Generator fails to replace the same in accordance
with Clause 6.3 at least thirty (30) Days before the expiry date and
shall be entitled to hold such amount as security against the
Generator’s potential liability to pay liquidated damages or meet any
indemnity or other liability under this Agreement;

24
 6.5.2 call on up to the entire amount of the Performance Bond if at any
time the Buyer has reasonable grounds to doubt the ability of the
bank by which the Performance Bond is issued to meet its obligations
thereunder;

6.5.3 call on the Performance Bond for any amount owing where the
Generator has failed to pay such amount due by way of liquidated
damages, indemnity or other liability within the periods specified
therefor in this Agreement;

6.5.4 retain a Proportionate Amount of the Performance Bond if the

Commercial Operation Date of a Plant does not occur on or before
the relevant Last Commercial Operation Date (or, in the
circumstances described in Clause 14, on or before the date which
falls 90 Days after the Deferred Scheduled Commercial Operation
Date); and

6.5.5 retain a Proportionate Amount of the Performance Bond as provided

for in Clause 30.4.1, or the entire amount of the Performance Bond
as provided for in Clause 31.5.1.

6.6 If the Buyer calls on the Performance Bond in accordance with Clause 6.5.1 or
Clause 6.5.2 and the Generator subsequently provides a replacement Performance
Bond, the Buyer shall return to the Generator the proceeds of the Performance
Bond so called, less any amounts due, but unpaid, to the Buyer by way of liquidated
damages and/or to meet an indemnity. The Buyer shall be entitled to keep and
retain any interest which may have been earned on the proceeds of the
Performance Bond during the period from the date upon which it was called in
accordance with Clause 6.5.1 or Clause 6.5.2 and the date that the proceeds are
returned to the Generator in accordance with this Clause 6.6.

6.7 Where the Buyer has, pursuant to Clauses 6.5.3, 6.5.4 or 6.5.5, called on part of
the amount of the Performance Bond, the Generator shall within thirty (30) Days
after the calling of such part of the amount of the Performance Bond ensure that
such Performance Bond is replenished to the full amount of the Performance Bond.

6.8 Without prejudice to Clause 6.5.2, if the Buyer has reasonable grounds to doubt the
ability of the bank by which the Performance Bond is issued to meet its obligations
thereunder, the Buyer shall be entitled by notice to the Generator to require the
Generator to replace such Performance Bond with another Performance Bond within
thirty (30) Days of the Generator’s receipt of the Buyer’s notice. Any such
replacement Performance Bond shall be issued by a bank to be approved by the
Buyer (such approval not to be unreasonably withheld) and shall otherwise comply
with the requirements of this Clause 6.

7 Permits

7.1 The Generator shall be solely and fully responsible for obtaining and maintaining all
Permits and Other Approvals necessary for the Construction, operation and
maintenance of the Plants and any other Permits and/or Other Approvals which
may be required for the implementation of the Project.

7.2 Prior to the Commercial Operation Date and upon receiving a written request from
the Generator, the Buyer shall take such steps as are reasonable in the
circumstances to assist the Generator to obtain and/or maintain any Permit
provided that, where the Generator makes any such request of the Buyer, the
Generator shall:

25
 7.2.1 prior to the date upon which its request to the Buyer in accordance
with this Clause 7.2 is submitted, have done all such things as it is
reasonable for the Generator, acting as a Reasonable and Prudent
Operator, to have done and as are necessary to obtain and/or
maintain any Permit which is the subject of such request;

7.2.2 notwithstanding the making of a request of the Buyer in accordance

with this Clause 7.2, continue diligently to pursue the grant and/or
the maintenance of any Permit which is the subject of such a
request;

7.2.3 at the same time that it submits its request to the Buyer, disclose to
the Buyer full details of the steps which the Generator has, prior to
the date of the written request, taken to obtain and/or maintain the
Permit(s) and of the steps it is continuing to take with respect to the
grant and/or maintenance of such Permits;

7.2.4 provide the Buyer with such assistance and information as the Buyer
may reasonably request in connection with the Generator’s request;
and

7.2.5 bear all costs relating to the obtaining and/or maintaining of any
Permits and shall indemnify the Buyer in respect of the same.

8 Construction programme

8.1 The Generator shall Construct the Plant so as to:

8.1.1 achieve the Construction Milestone; and

8.1.2 achieve the Commercial Operation Date on the Scheduled

Commercial Operation Date (the “Operation Milestone”).

8.2 If the Generator fails to achieve the Construction Milestone, the relevant provisions
of Clause 30.1.2 and 31.1.9 shall apply.

8.3 Save where Clause 14 applies, if the Generator fails to achieve the Operation
Milestone, the Generator shall pay the Buyer liquidated damages at the rate set out
in Schedule E for each Day by which the Commercial Operation Date is delayed
beyond the Scheduled Commercial Operation Date.

8.4 The Generator shall pay any liquidated damages due pursuant to Clause 8.3 in
respect of any Calendar Month, within seven (7) Days after the start of the
following Calendar Month. The Buyer shall have the right to set-off or deduct any
such liquidated damages from any amounts due and owing by the Buyer to the
Generator.

8.5 The Generator shall comply with the Construction Programme and shall notify the
Buyer of any failure to do so, which notice shall identify:

8.5.1 the nature of the failure;

8.5.2 the reason for the failure;

8.5.3 the impact which such failure has had, or in the reasonable opinion of
the Generator (acting as a Reasonable and Prudent Operator), is

26
 likely to have or will have, on its ability to achieve any of the
Milestones; and

8.5.4 the steps which the Generator (acting as a Reasonable and Prudent
Operator) has taken, is taking and will take to mitigate the adverse
consequences of such failure.

8.6 If the Generator is unable to achieve a Milestone due to a Buyer Failure, a Buyer
Risk Event or a Force Majeure Event:

8.6.1 the Generator shall, to the extent that its failure to achieve such a
Milestone is caused by such Buyer Failure, Buyer Risk Event or Force
Majeure Event, be relieved of any liability in respect of such failure;

8.6.2 the relevant Scheduled Date shall (save where Clause 14 applies) be
deferred by a period of time equal to the period of unavoidable delay
caused by the Buyer Failure and/or Force Majeure Event and/or
Buyer Risk Event;

8.6.3 Contract Year Fifteen shall be extended by a period of time

proportionate (i.e. considering the capacities) to the period (if any)
by which the Scheduled Commercial Operation Date is deferred in
accordance with Clause 8.6.2 (such period being the “Extension
Period”); and

8.6.4 during the Extension Period, the Guaranteed Contracted Power

Capacity and the Contracted Heat Rate for Contract Year Fifteen shall
apply.

9 Generator’s obligations during the Construction Period

9.1 In addition to the obligations specified elsewhere in this Agreement, the Generator
shall be obliged during the Construction Period to:

9.1.1 Construct the Plants in strict compliance with Schedule F save to the
extent that the Buyer’s prior written approval of any deviation
therefrom has first been obtained;

9.1.2 utilise, in the Construction of the Plants Omani Content of a level

equal to or greater than the Contracted Omani Content;

9.1.3 procure all plant and components required for the Project in strict
compliance with Schedule F save to the extent that the Buyer’s prior
written approval of any deviation therefrom has first been obtained;

9.1.4 obtain and pay for all fuel and all other utilities required by the
Generator to perform its obligations during the Construction Period;

9.1.5 arrange finance to enable it to perform its obligations in relation to

the Project;

9.1.6 carry out the Construction of the Plant to the standard of a

Reasonable and Prudent Operator, in a safe manner, in accordance
with Good Practice and in compliance with the Law and this
Agreement;

9.1.7 insure each Plant and the Site in accordance with Schedule M;

27
 9.1.8 comply with the Generation Licence; and

9.1.9 comply with the RAECO Code.

9.2 The Generator shall Construct the Plants in such a manner so as to ensure that the
Plants are capable of operating and maintaining power production on a continuous
and reliable basis under the full range of prevailing climatic conditions from time to
time, including, without limitation, those specified in the MFS, combined high
ambient humidity with high air temperature, sudden heavy downpours, severe
storms, flash floods, strong winds, sand storms and dust storms.

9.3 Throughout the Construction Period, the Generator shall:

9.3.1 comply with its obligations (with respect to the Generator, the EPC
Contractor and otherwise) under and in accordance with the HSE
Audit Requirements;

9.3.2 grant or ensure the grant to the Buyer during the Construction Period
of all the rights accorded to the Buyer under and in accordance with
the HSE Audit Requirements; and

9.3.3 maintain and comply with a health, safety and environment

management plan and procedures (and procure compliance by the
EPC Contractor with such plans and procedures) in accordance with
the Buyer’s minimum HSE requirements set out in section 24 of the
MFS and the Law, and in the event of a conflict, the more stringent
requirements shall apply.

10 Existing DG Assets and Handover Period

10.1 Throughout the Handover Period, the Buyer shall make the Existing DG Assets
available to the Generator at the Sites in accordance with this Agreement and
supply Fuel for the Existing DG Assets in accordance with clause 21.

10.2 The Generator acknowledges that:

10.2.1 it has been provided an opportunity to inspect and review the

Existing DG Assets;

10.2.2 it remains fully liable for any and all risks associated with the
performance of the Existing DG Assets, regardless of when or how
arising and including, without limitation, any relating to the state and
condition thereof; and

10.2.3 the Existing DG Assets remain the property of the Buyer, and the
Generator shall not permit any encumbrance or lien to exist or be
registered over the Existing DG Assets at any point in the Term.

10.3 Both Parties shall use reasonable endeavours to achieve the Handover Milestone in
accordance with Schedule J.

10.4 Throughout the Handover Period, the Generator shall:

10.4.1 not remove, decommission, dismantle, replace, change, amend or

modify any part of the Existing DG Assets, save where such removal,
decommissioning, dismantling, replacement, change, amendment or
modification is permitted as part of a Capacity Expansion Event;

28
 10.4.2 operate and maintain the Existing DG Assets to the standard of a
Reasonable and Prudent Operator and in a safe manner and in
accordance with Good Practice;

10.4.3 self-dispatch the Existing DG Assets to meet Demand;

10.4.4 maintain a Stabilised RAECO System at all times;

10.4.5 acting in good faith and to the standard of a Reasonable and Prudent
Operator, at all times keep the Buyer fully and accurately informed as
to Available Power Capacity;

10.4.6 act in good faith and to the standard of a Reasonable and Prudent
Operator in performing its obligations hereunder;

10.4.7 comply with its obligations (with respect to the Generator, any
operations and maintenance contractor and otherwise) under and in
accordance with the HSE Audit Requirements;

10.4.8 grant or ensure the grant to the Buyer during the Handover Period of
all the rights accorded to the Buyer under and in accordance with the
HSE Audit Requirements; and

10.4.9 maintain and comply with a health, safety and environment

management plan and procedures (and procure compliance by any
operations and maintenance contractor and otherwise) in accordance
with the Buyer’s minimum HSE requirements set out in section 24 of
the MFS or the Law, whichever has the more stringent requirements
shall apply.

11 Testing

11.1 The Generator shall conduct the Tests at the times and in the manner required by
this Agreement, the RAECO Code and otherwise in accordance with the provisions
of Schedule A and, in the case of the Acceptance Test, so as to achieve the
Commercial Operation Date.

11.2 The Generator shall, in accordance with the provisions of this Clause 11, conduct an
Annual Performance Test for each Plant to determine the Demonstrated Power
Capacity for the relevant Contract Year and shall promptly notify the Buyer of such
Demonstrated Power Capacity. If an Annual Performance Test is Duly Completed
and demonstrates a Plant's Demonstrated Power Capacity for the relevant Contract
Year which is equal to or greater than the Guaranteed Contracted Power Capacity
for such Contract Year, the Demonstrated Power Capacity of that Plant for such
Contract Year shall, subject as provided in Clause 11.5, be equal to the respective
Guaranteed Contracted Power Capacity for such Contract Year.

11.3 Subject to Clause 11.6, if the Annual Performance Test for a Plant is:

11.3.1 not Duly Completed or demonstrates a Demonstrated Power Capacity

for the relevant Contract Year which is less than the relevant
Minimum Acceptance Criteria, then:

11.3.1.1 the Plant shall from the first Day of the Contract Year in
respect of which such Test is undertaken, be deemed to
be unavailable until a further Performance Test is
undertaken, Duly Completed and demonstrates a

29
 Demonstrated Power Capacity which is equal to or
greater than the relevant Minimum Acceptance Criteria;

11.3.1.2 the Demonstrated Power Capacity of the Plant shall be

deemed to be equal to zero (0) for the duration of such
unavailability, or

11.3.2 Duly Completed but demonstrates a Demonstrated Power Capacity

for the Plant which is less than the relevant Guaranteed Contracted
Power Capacity but equal to or greater than the Minimum Acceptance
Criteria for the Contract Year to which such Annual Performance Test
relates (“Provisional Acceptance Capacity”) (in any case, other
than due to a Buyer Risk Event, Buyer Failure or Force Majeure)
then:

11.3.2.1 the Generator shall, with the prior written agreement of

the Buyer (such agreement not to be unreasonably
withheld or delayed), schedule and carry out an
Additional Performance Test on a date not later than the
one hundred and fiftieth (150 th) Day of the relevant
Contract Year (the period commencing with the first Day
of the relevant Contract Year and ending on the later of
the scheduled date for the Additional Performance Test
and the one hundred and fiftieth (150 th) Day of the
Contract Year, hereinafter referred to as the “Reduced
Capacity Period”) and, in respect of such Additional
Performance Test, the provisions of Clause 11.4 shall
apply; and

11.3.2.2 the Demonstrated Power Capacity of the Plant for the

Reduced Capacity Period shall be as demonstrated by
the Annual Performance Test.

11.4 If an Additional Performance Test undertaken in accordance with this Clause 11 is:

11.4.1 Duly Completed (in the case of an Additional Performance Test

undertaken pursuant to Clause 11.3.1.111.3.2.1 within the Reduced
Capacity Period) and demonstrates a Demonstrated Power Capacity
for the Plant which is equal to or greater than the relevant Minimum
Acceptance Criteria, the Demonstrated Power Capacity for such
Contract Year shall be as demonstrated by such Additional
Performance Test with effect from the Day following the date upon
which such Additional Performance Test was so Duly Completed; or

11.4.2 not Duly Completed within the Reduced Capacity Period and/or
demonstrates a Demonstrated Power Capacity which is less than the
relevant Minimum Acceptance Criteria, then:

11.4.2.1 the Plant shall, from the Day following the date upon
which such Test was completed, be deemed to be
unavailable until a further Performance Test is
undertaken and the provisions of Clause 11.4.1 are
satisfied; and

11.4.2.2 the provisions of Clause 11.3.1 shall apply.

30
11.5 The Buyer shall be entitled to require that a Periodic Performance Test be
undertaken at any time during any Contract Year, or if Clause 11.3.2 applies, at any
time during the Reduced Capacity Period (other than a period during which the
Plant is not available) if the Buyer has reasonable grounds to believe that the
Demonstrated Power Capacity which would be demonstrated by such a Test at the
relevant time would be less than the then prevailing Demonstrated Power Capacity.
Such Periodic Performance Test shall be undertaken by the Generator within seven
(7) Days after receipt by the Generator of the Buyer’s request. If the Generator fails
to undertake a Periodic Performance Test within seven (7) Days of the Buyer’s
request that it should do so then, unless the reason for such failure is a Buyer Risk
Event, Buyer Failure or Force Majeure then the provisions of Clause 11.4.2.1 and
Clause 11.4.2.2 shall apply provided that the words “from the Day following the
date upon which such Test was completed” in Clause 11.4.2.1 shall be replaced
with the words “from the Day following the date upon which such Test would have
been completed had it been undertaken.”

11.6 If, following an instruction from the Buyer, the Generator undertakes a Periodic
Performance Test and the same is:

11.6.1 Duly Completed and demonstrates that the Demonstrated Power

Capacity for the Plant is equal to or greater than the then prevailing
Demonstrated Power Capacity, then:

11.6.1.1 the Plant shall be deemed to have been available at the

then Demonstrated Power Capacity throughout the Test
Period for the purposes of calculating the Power Capacity
Charges which are due to the Generator in respect of the
Test Period; and

11.6.1.2 the Demonstrated Power Capacity for the Contract Year,

in respect of which the Periodic Performance Test was
undertaken will, from the Day following the date upon
which such Test was so completed, be as demonstrated
by the Periodic Performance Test; or

11.6.2 Duly Completed and demonstrates that the Demonstrated Power

Capacity for the Plant is equal to or greater than the relevant
Minimum Acceptance Criteria (or if Clause 11.3.2 applies, the
Provisional Acceptance Capacity) but less than the then prevailing
Demonstrated Power Capacity for such Contract Year (or if
Clause 11.3.2 applies, Reduced Capacity Period) then:

11.6.2.1 the costs of such Periodic Performance Test shall be

borne by the Generator;

11.6.2.2 the Demonstrated Power Capacity for the Contract Year

or Reduced Capacity Period as applicable, in respect of
which the Periodic Performance Test was undertaken
will, from the Day following the date upon which such
Test was so completed, be as demonstrated by the
Periodic Performance Test; and

11.6.2.3 the Plant shall be deemed to have been available at the

Demonstrated Power Capacity, for the purposes of
calculating the Power Capacity Charges which are due to
the Generator in respect of the relevant Test Period; or

31
 11.6.3 not Duly Completed or demonstrates that the Demonstrated Power
Capacity is less than the Minimum Acceptance Criteria or if
Clause 11.3.2 applies, the Provisional Acceptance Capacity, then:

11.6.3.1 the Generator shall bear the costs of the Periodic

Performance Test; and

11.6.3.2 the provisions of Clause 11.4.2.1 and Clause 11.4.2.2

shall apply.

11.7 If a Plant is available to be tested and, in the reasonable opinion of the parties, is
anticipated to be capable of Duly Completing the Annual Performance Test and
demonstrating a Demonstrated Power Capacity which is equal to or greater than
the Minimum Acceptance Criteria, but the relevant Annual Performance Test is not
undertaken or Duly Completed due to a Buyer Risk Event, a Buyer Failure or a
Force Majeure Event, then:

11.7.1 the Plant shall, until the effects of the Buyer Risk Event, Buyer
Failure, or Force Majeure Event (as appropriate) no longer prevent
the Generator from undertaking a Performance Test, be deemed to
have a Demonstrated Power Capacity which is equal to 100% of the
Guaranteed Contracted Power Capacity for the Contract Year in
respect of which such Annual Performance Test was to be
undertaken; and

11.7.2 the Generator shall undertake a Performance Test as soon as

reasonably practicable after the point at which it is no longer
prevented from doing so by the effects of the Buyer Risk Event,
Buyer Failure or Force Majeure Event (as appropriate) and if such
Performance Test is not Duly Completed and/or demonstrates a
Demonstrated Power Capacity which is less than the relevant
Minimum Acceptance Criteria, then Clause 11.4.2 shall apply.

11.8 The Generator shall notify the Buyer of the nature and date of all Tests which it
proposes to undertake in accordance with Schedule A and the Buyer, through its
nominated representatives, shall have the right to attend such Tests.

12 Contractors

12.1 The Generator may, acting as a Reasonable and Prudent Operator, subcontract any
of its obligations under this Agreement, provided that, in so doing, the Generator
shall not thereby:

12.1.1 in any way be relieved from its obligations hereunder; nor

12.1.2 be entitled to any greater protection than it otherwise would have

been had such subcontracting not been effected.

12.2 The Generator shall enter into the EPC Contract (and shall procure that the EPC
Contractor enters into the EPC Contract) in a timely fashion and shall not agree to
or permit any change to be made to the identity of the EPC Contractor without the
Buyer’s prior written consent to such change, such consent not to be unreasonably
withheld or delayed.

12.3 The Generator shall notify the Buyer of its achievement of the Construction
Milestone, which notice shall:

32
 12.3.1 be in writing;

12.3.2 be served as soon as reasonably practicable after the achievement of

the Construction Milestone and in any event within three (3) Omani
Business Days of its achievement; and

12.3.3 be accompanied by:

12.3.3.1 a copy of the notice to proceed sent to the EPC

Contractor by the Generator; and

12.3.3.2 supporting information, which establishes that the EPC

Contractor has received an unconditional notice to
proceed with the Construction of the Plants so as to
achieve each Milestone.

13 Achievement of the Commercial Operation Date

Commercial Operation Period

13.1 If the Generator has reasonable grounds to believe that:

13.1.1 each Plant has been Constructed;

13.1.2 each Plant Acceptance Test has been Duly Completed; and

13.1.3 the Demonstrated Power Capacity of each Plant is equal to or greater

than the Minimum Acceptance Criteria for the Contract Year in
respect of which the Test is undertaken, then, it shall notify the
Buyer to that effect,

in which case, the capacity of each Plant, as notified, shall be the “Provisional
Demonstrated Power Capacity” provided that, the Provisional Demonstrated
Power Capacity shall never be in excess of one hundred per cent (100%) of the
Guaranteed Contracted Power Capacity.

13.2 Upon receipt by the Buyer of a notice given by the Generator in accordance with
Clause 13.1:

13.2.1 Power Capacity Charges and Electrical Energy Charges shall accrue to
the Generator with effect from the Day following the Day upon which
all of the conditions referred to in Clause 13.1 have been satisfied
and the Generator has so notified the Buyer in accordance with that
Clause 13.1 (which shall not be earlier than six months after the
Construction Milestone). The Power Capacity Charges and Electrical
Energy Charges shall accrue to the Generator on the basis that the
Demonstrated Power Capacity of the Plants for the Contract Year in
respect of which such Test was undertaken will prove to be equal to
the Provisional Demonstrated Power Capacity;

13.2.2 the Generator shall, within fourteen (14) Days after the completion of
the Plant Acceptance Test, deliver to the Buyer:

13.2.2.1 the Acceptance Test Report; and

13.2.2.2 in respect of the last Plant Acceptance Test, a certificate

from the Generator verifying that the Omani Content for

33
 all the Plants is equal to or greater than the Contracted
Omani Content for all Plants, which certificate must be
supported by reasonable evidence.

13.3 The Buyer and the Generator shall, on the basis of the Acceptance Test Report
referred to in Clause 13.2.2.1, use reasonable endeavours to agree as to whether
the Plant Acceptance Test has been Duly Completed and as to the Demonstrated
Power Capacity of each Plant for the Contract Year in respect of which the Test is
undertaken, as demonstrated by Plant Acceptance Tests. If the Generator and the
Buyer are unable to reach agreement as to whether the Plant Acceptance Tests
have been Duly Completed and/or as to the Demonstrated Power Capacity of the
Plants for the Contract Year in respect of which the Test was undertaken, within
thirty (30) Days from the date of submission to the Buyer of the Acceptance Test
Report, either party shall be entitled to refer the matters in dispute to an Expert for
determination.

13.4 If it is agreed or determined that all of the conditions referred to in Clause 13.1

have been satisfied and the Generator has so notified the Buyer in accordance with
that Clause 13.1 (which shall not be earlier than six months after the Construction
Milestone) then, subject to Clause 13.8:

13.4.1 the Commercial Operation Date shall be the date occurring on the
Day following the Day upon which all of the conditions referred to in
Clause 13.1 have been satisfied and the Generator has so notified the
Buyer in accordance with that Clause 13.1 (which shall not be earlier
than six months after the Construction Milestone); and

13.4.2 the Demonstrated Power Capacity of each Plant for the Contract Year
in respect of which the Test was undertaken shall be as agreed or
determined, provided that, where a Demonstrated Power Capacity, as
so agreed or determined, is in excess of the Provisional
Demonstrated Power Capacity, then, for the period from the
Commercial Operation Date until the date upon which the
Demonstrated Power Capacity is so agreed or determined (the
“Provisional Period”) the Demonstrated Power Capacity shall be
deemed to have been equal to the Provisional Demonstrated Power
Capacity and the Generator shall not be entitled to any additional
amount by way of Tariff other than the amounts which have been
paid or are payable pursuant to Clause 13.2.1 for the Provisional
Period.

13.5 If it is agreed or determined that all of the conditions referred to in Clause 13.1

have been satisfied and the Generator has so notified the Buyer in accordance with
that Clause 13.1 (which shall not be earlier than six months after the Construction
Milestone) and that the Demonstrated Power Capacity of a Plant is less than the
Provisional Demonstrated Power Capacity of that Plant, but is equal to or greater
than the relevant Minimum Acceptance Criteria then, the Generator shall be entitled
to elect that the Commercial Operation Date shall have occurred on the Day
following the Day upon which all of the conditions referred to in Clause 13.1 have
been satisfied and the Generator has so notified the Buyer in accordance with that
Clause 13.1 (which shall not be earlier than six months after the Construction
Milestone) and that the Demonstrated Power Capacity of that Plant for the Contract
Year in respect of which the Test was undertaken shall be as so agreed or
determined (the “Generator’s Acceptance Election”). Upon the exercise of the
Generator’s Acceptance Election, the Power Capacity Charges already paid or which
would otherwise be payable to the Generator pursuant to Clause 13.2.1 based on
the Provisional Demonstrated Power Capacity of that Plant shall be recalculated for

34
 the Provisional Period on the basis of the agreed or determined Demonstrated
Power Capacity and the Buyer shall be entitled to recover any excess Tariff paid to
the Generator pursuant to Clause 13.2.1 in the manner provided in Clause 25.4
and/or Clause 25.5.

13.6 If it is agreed or determined that all of the conditions referred to in Clause 13.1
have not been satisfied then until such time as all of the conditions referred to in
Clause 13.1 have been satisfied and the Generator has so notified the Buyer in
accordance with that Clause 13.1 (which shall not be earlier than six months after
the Construction Milestone):

13.6.1 the Commercial Operation Date shall not have occurred;

13.6.2 the Generator shall be liable to repay to the Buyer all sums received
by it by way of:

13.6.2.1 Power Capacity Charges; and

13.6.2.2 the Electrical Energy Charge.

13.7 If an Acceptance Test is undertaken (in whole or in part) more than once, the
Acceptance Test results and the Acceptance Test Report which shall be used to
determine the Demonstrated Power Capacity of a Plant for the Contract Year in
respect of which such Tests are undertaken shall be the latest Acceptance Test
results and the Acceptance Test Report which relates to such latest Acceptance
Test.

13.8 Notwithstanding the provisions of Clause 13.4 and Clause 13.5, the Commercial
Operation Date for the last Plant shall not occur unless it is additionally agreed or
determined that the Generator has complied with the Contracted Omani Content for
all Plants.

13.9 The Buyer and the Generator shall, on the basis of the certificate and supporting
evidence delivered by the Generator in accordance with Clause 13.2.2.2, use
reasonable endeavours to agree as to whether the Generator has complied with the
Contracted Omani Content during the Construction Period. If the Generator and the
Buyer are unable to reach agreement as to whether the Contracted Omani Content
has been complied with within thirty (30) Days from the date of submission to the
Buyer of the certificate and supporting evidence, either party shall be entitled to
refer the matters in dispute to an Expert for determination.

13.10 If it is agreed or determined that the Generator has not complied with the
Contracted Omani Content then, until it is subsequently so agreed or determined
then the provisions of Clauses 13.6.1 and Clause 13.6.2 shall apply.

13.11 If it is agreed or determined that the Generator has complied with the Contracted
Omani Content, then the Commercial Operation Date for the last Plant shall have
occurred on the later of (i) the Day following the Day upon which the Commercial
Operation Date shall have occurred in accordance with Clause 13.4 and
Clause 13.5, and (ii) the Day following the Day upon which it is agreed or
determined that the Generator has complied with the Contracted Omani Content
(which shall not be earlier than six months after the Construction Milestone) and
the Demonstrated Power Capacity of the relevant Plant for the Contract Year in
respect of which the Test referred to in Clause 13.1 was undertaken shall be
determined in accordance with Clause 13.4.

35
14 Delayed Commercial Operation Date

14.1 If the Generator was ready to export Electrical Energy (in order to complete a Plant
Acceptance Test) on or after the date which falls 30 Days after Scheduled
Commencement Date for Plant Acceptance Test and the Generator notifies the
Buyer to that effect (where the provisions of this Clause 14 apply, the date upon
which the Generator and the Plant are ready to export such Electrical Energy shall
be referred to as the “Original Date for the Plant Acceptance Test”), but the
Generator is unable to export such Electrical Energy due to a Buyer Failure or a
Buyer Risk Event which results in the Buyer being unable to take the Electrical
Energy which would be generated during the Plant Acceptance Test, the parties
shall, taking into account the Original Date for the Plant Acceptance Test and the
anticipated duration of the Plant Acceptance Test, endeavour to agree upon the
corresponding Provisional Commercial Operation Date. If the parties fail to agree
on such date within thirty (30) Days of the Original Date for the Plant Acceptance
Test, either party shall be entitled to refer the matter to an Expert for resolution.
The Buyer shall have the right at any time, by notice, to require the Generator to
agree to a revision of the Provisional Commercial Operation Date if the Buyer is of
the reasonable opinion that such date as having been previously agreed or
determined is incorrect. If the parties fail to agree on such date within thirty (30)
Days after the date of the Buyer's notice, either party shall be entitled to refer the
matter to an Expert for resolution.

14.2 Should the provisions of Clause 14.1 apply, the Buyer shall pay to the Generator the
Capital Cost Recovery Charge for PV Plant and O&M Cost Recovery Charge for PV
Plant on the basis of the Deemed Electrical Energy Delivered with effect from the
Provisional Commercial Operation Date and until the expiry of a period equal to the
Delay Period (as established in accordance with Clause 14.6) or until the
Commercial Operation Date, whichever is the earlier.

14.3 If the Provisional Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, the Generator shall pay the Buyer liquidated damages
at the rate set out in Schedule E for each Day by which the Provisional Commercial
Operation Date occurs after the Scheduled Commercial Operation Date.

14.4 The Generator shall use its best efforts to mitigate the effects of the occurrence of
any of the events or the existence of any of the conditions which may give rise to a
delay mentioned in Clause 13.1.

14.5 If the Provisional Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, the Buyer shall:

14.5.1 keep the Generator informed of the date upon which it anticipates it
will be able to take the Electrical Energy generated by the Plant
Acceptance Test; and

14.5.2 give the Generator written notification sufficiently in advance of the

date upon and from which it will be able to take Electrical Energy
generated during the Plant Acceptance Test, provided that the Buyer
shall be entitled to further amend any date so notified on giving the
Generator a further such written notification, (the latest date so
notified being the “Revised Date for the Plant Acceptance
Test”).

14.6 Upon receipt of a notice from the Buyer pursuant to Clause 14.5, the Deferred
Scheduled Commercial Operation Date shall be established in the manner set out in
this Clause 14.6 (the "Deferred Scheduled Commercial Operation Date").

36
 The Deferred Scheduled Commercial Operation Date shall be the date which would
fall if the Scheduled Commercial Operation Date was to be deferred by the number
of Days constituting such period as is equal to the period between the Original Date
for completion of the Plant Acceptance Test and the Revised Date for completion of
the Plant Acceptance Tests less any days during that period:

14.6.1 when the Generator was not ready to undertake Plant Acceptance
Tests for any reason other than a Buyer Failure or a Buyer Risk Event
as described in Clause 14.1; and/or

14.6.2 in relation to the last Plant to achieve its Commercial Operation Date,
in which the Generator was in breach of its obligations in respect of
Contracted Omani Content as determined or agreed in accordance
with Clause 13.9,

(together the “Delay Period”).

14.7 Power Capacity Charges (excluding payment for Solar PV), calculated as provided at
Clause 14.8, shall accrue to the Generator:

14.7.1 subject to Clause 14.10, with effect from the Provisional Commercial

Operation Date and shall continue to so accrue until the expiry of a
period equal to the Delay Period (the date upon which such period
expires being hereinafter referred to as the “Delayed Provisional
Commercial Operation Date”) or until the Commercial Operation
Date, whichever is the earlier; and

14.7.2 shall become payable in accordance with Clause 25 and Clause 26 

upon the Generator's submission to the Buyer of a Valid Invoice in
respect of each Billing Period falling within the period referred to in
Clause 14.7.1.

14.8 The Power Capacity Charges (if any) which accrue to the Generator in accordance
with Clause 14.7 shall be calculated on the basis that:

14.8.1 from the Provisional Commercial Operation Date until the earlier of
the last Day of Contract Year Zero and the Delayed Provisional
Commercial Operation Date (or the Commercial Operation Date, if
earlier), each Plant shall be deemed to be available with a
Demonstrated Power Capacity equal to one hundred per cent (100%)
of the Guaranteed Contracted Power Capacity for Contract Year Zero;

14.8.2 after the expiry of Contract Year Zero, each Plant shall be deemed to
be available with a Demonstrated Power Capacity equal to one
hundred per cent (100%) of the Guaranteed Contracted Power
Capacity for each subsequent Contract Year (as specified in
Attachment JJ of Schedule F) which falls within the period referred to
in Clause 14.8.1.

14.9 Upon the establishment of the Revised Date for completion of the Plant Acceptance
Test, the provisions of Clause 13 and the other provisions of this Agreement shall
apply mutatis mutandis to the completion of the Plant Acceptance Test and the
achievement of the Commercial Operation Date, provided however that:

14.9.1 the Buyer's right to terminate this Agreement:

37
 14.9.1.1 for a failure to achieve the Commercial Operation Date
by the Last Commercial Operation Date shall not arise
until 90 Days after the Deferred Scheduled Commercial
Operation Date;

14.9.1.2 for Abandonment, shall not arise unless and until the
Generator fails to demonstrate its ability to perform its
obligations under this Agreement such that the
Commercial Operation Date will be achieved on or before
the date which falls 90 Days after the Deferred
Scheduled Commercial Operation Date; and

14.9.2 if, when the Plant Acceptance Tests are Duly Completed, the
Demonstrated Power Capacity is less than one hundred per cent
(100%) of the Guaranteed Contracted Power Capacity for the
Contract Year in respect of which such Test is undertaken, the
provisions for adjustment set out in Clause 13.5 shall apply such that
the Power Capacity Charges (if any) received by the Generator or to
which the Generator shall have become entitled to receive pursuant
to Clause 14.7.1 shall be recalculated for the period from the
Provisional Commercial Operation Date to the Delayed Provisional
Commercial Operation Date (or the Commercial Operation Date, if
earlier) on the basis of the Demonstrated Power Capacity
demonstrated by the Plant Acceptance Test and where such period
covers more than one Contract Year, the percentage difference
between the Demonstrated Power Capacity and the Guaranteed
Contracted Power Capacity for the Contract Year in respect of which
the Plant Acceptance Tests were performed will be applied to
calculate the Power Capacity Charges to which the Generator shall be
entitled to receive or shall have become entitled to receive for any
previous Contract Year falling within such period.

14.10 If, where this Clause 14 applies, the Commercial Operation Date occurs after the
Delayed Provisional Commercial Operation Date:

14.10.1 the Buyer shall be entitled to recover from the Generator such part or
all of the Power Capacity Charges, (if any), received by the Generator
pursuant to Clause 14.7.1 corresponding to the number of Days by
which the Commercial Operation Date occurs after the Delayed
Provisional Commercial Operation Date; and

14.10.2 without prejudice to Clause 14.10.1, the Generator shall be obliged to

pay the Buyer liquidated damages at the rate set out in Schedule E
for each Day by which the Commercial Operation Date occurs after
the Delayed Provisional Commercial Operation Date.

14.11 The Generator shall pay any liquidated damages which become due to the Buyer
pursuant to the provisions of this Clause 14 in respect of any Calendar Month,
within seven (7) Days of the start of the following Calendar Month.

14.12 No deferral of the Scheduled Commercial Operation Date in accordance with this
Clause 14  and/or the occurrence of the Provisional Commercial Operation Date,
shall relieve the Generator of its obligation to provide and maintain the Performance
Bond until the date which falls thirty (30) Days after the Commercial Operation
Date.

38
14.13 If, following the establishment of the Deferred Scheduled Commercial Operation
Date, a Force Majeure Event and/or Buyer Failure and/or Buyer Risk Event occurs
which has the effect of deferring the Scheduled Dates in the Construction
Programme, then the Deferred Scheduled Commercial Operation Date shall be
deferred by the same period as such Scheduled Dates are so deferred.

14.14 Where this Clause 14  applies and the Plant Acceptance Tests are carried out such
that the Commercial Operation Date occurs on the Deferred Scheduled Commercial
Operation Date and the Plants have a Demonstrated Power Capacity equal to their
respective Guaranteed Contracted Power Capacity for the Contract Year in respect
of which such Test is undertaken, the Buyer shall indemnify the Generator against
any direct, additional and reasonable costs incurred by the Generator as a direct
result of the delay of the Commercial Operation Date occasioned by the Buyer’s
Failure and/or Buyer Risk Event as referred to in Clause 14.1.

15 Obligations during the Operation Period

15.1 In addition to the Generator’s other obligations hereunder, thereafter on and from
the Commercial Operation Date, the Generator shall:

15.1.1 not remove, decommission, dismantle, replace, change, amend or

modify any part of a Plant which is described in Schedule F that
would affect its obligations under this Agreement, cause a material
change to the Electrical Energy Delivered by a Plant, deteriorate the
Operating Parameters or which would or could be expected to
materially adversely affect the requirements of the Buyer under this
Agreement, save where such removal, decommissioning, dismantling,
replacement, change, amendment or modification is permitted by this
Agreement or which is otherwise part of a refurbishment programme
which is agreed to by the Buyer in writing;

15.1.2 not remove, decommission, dismantle, replace, change, amend or

modify any part of the Existing DG Assets, save where such removal,
decommissioning, dismantling, replacement, change, amendment or
modification is permitted as part of a Capacity Expansion Event;

15.1.3 operate and maintain the Plant, to the standard of a Reasonable and
Prudent Operator and in a safe manner and in accordance with Good
Practice;

15.1.4 self-dispatch each Plant to meet Demand;

15.1.5 maintain a Stabilised RAECO System at all times, including by

curtailing the PV Plant as required;

15.1.6 implement a Capacity Expansion Event in accordance with Schedule

K;

15.1.7 insure each Plant and the Site in accordance with Schedule M;

15.1.8 acting in good faith and to the standard of a Reasonable and Prudent
Operator, at all times keep the Buyer fully and accurately informed as
to Available Power Capacity; and

15.1.9 act in good faith and to the standard of a Reasonable and Prudent
Operator in performing its obligations hereunder.

39
15.2 The Generator shall comply with the RAECO Code except to the extent to which the
Generator is exempted by the Authority from complying with certain provisions of
the RAECO Code.

15.3 The Generator shall comply with the Generation Licence.

15.4 The Generator shall, acting as a Reasonable and Prudent Operator, operate and
maintain the Plant in such a manner so as to ensure that the Plant are capable of
operating and maintaining power production on a continuous and reliable basis
under the full range of prevailing climatic conditions from time to time, including,
without limitation, those specified in Schedule E, combined high ambient humidity
with high air temperature, sudden heavy downpours, severe storms, flash floods,
strong winds, sand storms and dust storms.

15.5 If required by the Buyer pursuant to an emergency instruction the Generator shall,
acting as a Reasonable and Prudent Operator, endeavour to comply with such
instruction. If, and to the extent that, the Generator so complies with such
emergency instruction, the Buyer shall pay the Generator all costs which are
reasonably and directly incurred by the Generator in so complying with such
emergency instruction, as well as payments for Deemed Electrical Energy Delivered
during such time (provided the emergency instructions were not issued due to an
act or omission of the Generator).

15.6 The Generator shall maintain the Electrical Connection Agreement in full force and
effect from its effective date and thereafter throughout the Term. If the Electrical
Connection Agreement is terminated for Generator default, the provisions of
Clause 31) shall apply.

15.7 The Generator shall, acting as a Reasonable and Prudent Operator, develop,
maintain and up-date at regular intervals (and at least once every year) a quality
assurance manual, an occupational and environmental safety and health policy and
an operation and control philosophy.

15.8 Throughout the Operation Period, the Generator shall:

15.8.1 comply with its obligations (with respect to the Generator, any
operations and maintenance contractor and otherwise) under and in
accordance with the HSE Audit Requirements;

15.8.2 grant or ensure the grant to the Buyer during the Operation Period of
all the rights accorded to the Buyer under and in accordance with the
HSE Audit Requirements; and

15.8.3 maintain and comply with a health, safety and environment

management plan and procedures (and procure compliance by any
operations and maintenance contractor and otherwise) in accordance
with the Buyer’s minimum HSE requirements or the Law, whichever
has the more stringent requirements shall apply.

15.9 Throughout the Operation Period, the Buyer shall make the Existing DG Assets
available to the Generator at the Sites, on an 'as-is' basis, in accordance with this
Agreement.

15.10 To the extent a System Blackout Event or a Load Shedding Event is alleged to have
occurred:

15.10.1 the Generator shall prepare a root cause analysis of the event;

40
 15.10.2 the Parties will meet to discuss;

15.10.3 the Buyer will determine whether it was caused due to the
Generator's breach of its obligations under this agreement, or
whether it was excused (including whether it was due to a Force
Majeure Event or a Buyer Risk Event, or where it was required to
maintain a Stabilised RAECO System to the extent Demand exceeds
the Capacity Cap).

15.11 To the extent the System Blackout Event occurs or a Load Shedding Event occurs
when Demand has not exceeded the Capacity Cap, and such event materially
threatens the Buyer's obligations under the Sector Law to provide supply at the
relevant Site, the Buyer may take remedial actions to provide such supply (including
by hiring alternative contractors or equipment) and the Generator must compensate
the Buyer for any costs or expenses incurred in taking such remedial actions.

16 Emission Reduction Credits

16.1 Any Emission Reduction Credits arising out of the generation and sale of Electrical
Energy Delivered by the Generator shall be the property of the Buyer, and any costs
related thereto shall be to the account of the Buyer (which may assign such
Emission Reduction Credits to any person). The Generator undertakes to ensure
that such Emission Reduction Credits are vested in the Buyer or to such person as
the Buyer nominates and shall execute all documents which may be required,
including but not limited to, documents transferring such Emission Reduction
Credits to the Buyer (or to such person as the Buyer nominates) without further
compensation or indemnity.

16.2 The Buyer acknowledges that the Generator:

16.2.1 does not represent or warrant that the Project and/or the Plant will,
or may be, entitled to any Emission Reduction Credits at any time;

16.2.2 has no payment obligations to the Buyer in connection with any

Emission Reduction Credits; and

16.2.3 shall not be liable to the Buyer or to any person nominated by the
Buyer (as the case may be), should the Project or the Plant not be
entitled to be issued any Emission Reduction Credits, or should the
Buyer fail to be awarded any Emission Reduction Credits in respect of
the Project for any reason.

17 The Site and Easement Land

17.1 The Generator shall:

17.1.1 be fully liable for any and all risks associated with the Site and
Easement Land regardless of when or how arising and including,
without limitation, any relating to the state and condition thereof;

17.1.2 indemnify the Buyer in respect of any Claim arising in relation to the
Sites and Easement Land including in respect of any Claim which
arises after the expiry or earlier termination of this Agreement, but
which relates in any way to any matter undertaken on the Sites and
Easement Land during the Term; and

41
 17.1.3 take all such measures as are required to ensure the protection and
security of the Plant, the Site and Easement Land.

17.2 The Generator shall take the necessary measures to ensure that its performance of
the Project complies with applicable Law and where any environmental damage is
shown to be attributable to the Project, all clean up costs associated, incurred or
attributable to such environmental damage shall be paid by and be for the account
of the Generator. The provisions of this Clause 17.2 shall survive termination or
expiry of this Agreement.

17.3 The Generator shall comply with the Sub-Usufruct Agreements and maintain the
Sub-Usufruct Agreements in full force throughout the Term. If the Sub-Usufruct
Agreements is terminated as a result of a default by the Generator, the provisions
of Clause 30) shall apply.

18 Reports, records, plans and monitoring

18.1 Having due regard to the Construction Programme, the Generator shall, within
fourteen (14) days of the Effective Date, submit to the Buyer for approval (in such
form and detail as required by the Buyer and as described in Schedule F), a
programme detailing how and when the Generator proposes to carry out, or
procure the carrying out of, each stage of the Construction Activities, including all
third party interfaces.

18.2 The Generator shall Construct the Plant in accordance with the programme
approved by the Buyer pursuant to Clause 18.1 and shall submit an updated
programme to the Buyer at least once each month. Such updated programme shall
be at least as detailed as the initial programme approved pursuant to Clause 18.1
above and shall show actual start and finish dates for activities and the forecast
start and finish dates for activities that have not yet started or finished.

18.3 The Generator shall, within fourteen (14) days of the Effective Date, submit to the
Buyer for approval (in such form and detail as required by the Buyer and as
described in Schedule F), a detailed register of programme risks and their mitigation
measures. The Generator shall submit an updated risk register to the Buyer at least
once a month.

18.4 Compliance by the Generator with Clauses 18.1, 18.2 and 18.3 is a condition
precedent to the Generator being able to claim Buyer Risk Event relief pursuant to
Clause 27 where such Buyer Risk Event relates to matters contained, or which
should have been contained, within the programme or risk register referred to in
Clauses 18.1, 18.2 and 18.3.

18.5 The Generator shall, during the Construction Period, submit a Monthly Report to the
Buyer by the fifteenth (15th) Day of each Calendar Month, which report shall:

18.5.1 detail the Construction Activities undertaken during the Calendar

Month immediately preceding the Calendar Month in which such
report is submitted and detail the extent to, and manner in, which
such Construction Activities have complied with the applicable
Contracted Omani Content; and

18.5.2 contain either:

18.5.2.1 a confirmation that, in the reasonable opinion of the

Generator, acting as a Reasonable and Prudent

42
 Operator, the Construction is being progressed in
accordance with the Construction Programme; or

18.5.2.2 a statement, that in the reasonable opinion of the

Generator, acting as a Reasonable and Prudent
Operator, the Construction is not being progressed in
accordance with the Construction Programme and that a
notice has been or is likely to be or will be served
pursuant to Clause 8;

18.6 The Generator shall, within three months of the Commercial Operation Date,
provide to the Buyer for its review and information:

18.6.1 design documents for the Plant (one reproducible set in AutoCAD or
other format to be agreed with the Buyer and one copy); and

18.6.2 as built documents for the Plant (one reproducible set in AutoCAD or
other format to be agreed with the Buyer and one copy).

18.7 The Generator shall promptly notify the Buyer of the occurrence of a Material
Incident in sufficient detail to enable the Buyer to understand the nature of such
Material Incident. The Generator shall also notify the Buyer of the occurrence, or
likely occurrence, of any non-compliance with the Contracted Omani Content
promptly upon the Generator becoming aware of the same.

18.8 Notwithstanding Clause 18.7 above, the Generator shall immediately inform the
Buyer and the Authority in the event that any Serious Incident or Serious
Occurrence, as defined in the Serious Incidents Reporting Regulations issued by the
Authority on 26 January 2017 and its associated guidance notes (as may be
amended and updated by the Authority), occurs during the Construction Period
(including in relation to the EPC Contractor) and shall take all actions necessary to
implement any orders or instructions given by the Buyer, the Authority or any
Competent Authority in this regard.

18.9 The Generator shall afford the Buyer the opportunity to inspect:

18.9.1 the status of the Project by making arrangements with the Buyer for
such reasonable number of representatives of the Buyer, as the
Buyer may require, to visit the Site and Easement Land:

18.9.1.1 at least quarterly on a routine basis throughout the

Construction Period;

18.9.1.2 at least quarterly on a routine basis throughout the

Operation Period; and

18.9.1.3 promptly after the occurrence of any Material Incident;

18.9.2 the progress of the Construction and/or the readiness of the Plant to
perform any Test, at any time, upon reasonable notice; and

18.9.3 compliance with the Contracted Omani Content.

18.10 The Generator shall keep complete and accurate records of all data required to
facilitate the proper administration of this Agreement and the Project. Such records
and data shall be kept at the Site and be accessible remotely and include, but not
be limited to, an accurate and up-to-date operating log, in a format reasonably

43
 acceptable to the Buyer, at the Site with including but not limited to the following
records:

18.10.1 real and reactive power production for each Hour, and 11 kV bus
voltage at all times;

18.10.2 any unusual conditions found during inspections;

18.10.3 data for Fuel delivered to the Fuel Delivery Point, as measured by the
Metering System;

18.10.4 measured ambient conditions;

18.10.5 operational records, including PV output, irradiation, temperature,

BESS performance, power disturbance analyser (voltage fluctuations,
harmonics, and fault analysis records); and

18.10.6 any other matter and/or data which the Generator, acting as a
Reasonable and Prudent Operator, determines ought to be recorded
and/or maintained for the purposes of ensuring the proper
administration of the payment provisions of this Agreement including,
without limitation, the provisions of Schedule B and Clause 25 and
Clause 26.

18.11 All records and data to be maintained in accordance with Clause 18.10 shall:

18.11.1 be maintained for a minimum of sixty (60) Calendar Months after the
creation of such record or data and for any additional length of time
required by any Competent Authority; and

18.11.2 not be disposed of nor destroyed by the Generator after the expiry of
such sixty (60) Calendar Month period unless the Generator has given
thirty (30) Days prior written notice to the Buyer, generally describing
the records or other data to be destroyed or disposed of, and the
Buyer does not object thereto in writing within ten (10) Days.

18.12 Within ten (10) Business Days after the Commercial Operation Date the Generator
shall provide the Buyer with computerised access that includes all of the data
measured at each Plant. The Generator shall provide, install and maintain on the
Generator’s premises the telecommunications equipment required for the
transmission of data. The Generator shall irrevocably grant a perpetual, non-
exclusive licence to the Buyer at no charge so that the Buyer may use the said data
at the Buyer’s discretion. All data and information provided by the Generator to the
Buyer shall be subject to the confidentiality obligations set out in this Agreement.

18.13 Within ten (10) Days of receiving a written request by the Buyer, the Generator
shall submit to the Buyer, in electronic form, all of the data measured at each Site
by or on behalf of the Generator, using the transmission format and procedure
specified by the Buyer, until access to the said data is provided in accordance with
Clause 18.12. The Generator shall irrevocably grant a perpetual, non-exclusive
licence to the Buyer at no charge so that the Buyer may use the said data at the
Buyer’s discretion.

18.14 The Buyer shall have the right, upon giving a minimum of twenty four (24) Hours’
prior written notice to the Generator, to examine and take copies of the records and
data of the Generator relating to this Agreement or the Project at any time during

44
 normal business hours during the period such records and data are required
hereunder to be maintained.

18.15 The Generator shall, during the Operation Period, submit a Monthly Report to the
Buyer by the fifteenth (15th) Day of each Calendar Month, which report shall:

18.15.1 availability (%) for each Diesel Generator, PV Plant and BESS;

18.15.2 failure to start (#) for each Diesel Generator;

18.15.3 trips (#) for each Diesel Generator;

18.15.4 scheduled outage details;

18.15.5 unscheduled outage details; and

18.15.6 major maintenance details.

19 Metering

19.1 Electrical Energy Delivered shall be measured at the Electrical Delivery Points and
the energy produced shall be measured Power Block Metering Points. Fuel shall be
measured at the Fuel Delivery Point.

19.2 The Generator shall, at the Generator’s sole cost, procure, install, test, commission,
own, operate and maintain the Metering System and all components thereof in
accordance with all applicable requirements of the RAECO Code (in particular the
requirements of Section F RAECO Metering and Data Exchange Code) and
additionally (to the extent not contrary to the RAECO Code) in accordance with this
Agreement.

19.3 The accuracy of the equipment for the Fuel Metering System, Power Block Metering
Points and Electrical Delivery Points shall be verified by the parties jointly at
reasonable intervals but not more than once in any Contract Year unless the Parties
otherwise agree, based on the following:

19.3.1 not less than 14 Days' notice of the time and nature of any inspection
test or calibration which is to be conducted for this purpose shall be
given by the Buyer to the Generator in order to permit the
Generator's representatives to be present;

19.3.2 inspections, tests and calibrations shall be made in the presence of

and be observed by representatives of the Buyer but if, after notice,
the Buyer fails to have its representative(s) present, the results of the
tests or calibrations shall nevertheless be considered valid;

19.3.3 all inspections, tests and calibrations shall be conducted in

accordance with Laws, regulations, orders or approvals of duly
constituted governmental bodies or agencies; and

19.3.4 all inspections, tests and calibrations shall be made at the Generator's
expense.

45
19.4 In the event of any dispute between the parties as to the accuracy of each
component of the Metering System or the validity of tests or calibrations made
pursuant to Clause 19.3, either party may refer the matter to an Expert for
determination in accordance with Clause 33 of this Agreement.

19.5 The Generator shall install the Ambient Conditions Measurement Facilities at a
suitable location within each Site. The Generator shall procure, install, test,
commission, own, operate and maintain the Ambient Conditions Measurement
Facilities and shall procure calibration certificates certifying the accuracy of each
such instrument as being within a plus or minus the measurement uncertainties set
out in the MFS. Such certificates shall be procured by the Generator at such
intervals as are recommended by the manufacturers of the Ambient Conditions
Measurement Facilities but in any event at least once a Year. The Generator shall
maintain a log of all data recorded by the Ambient Conditions Measurement
Facilities for at least five (5) Years after they are taken and such log shall be kept in
the form of electronic storage of digital information. The Generator undertakes not
to tamper or otherwise interfere with any part of the Ambient Conditions
Measurement Facilities in any way without the prior written consent of the Buyer.
When any component of the Ambient Conditions Measurement Facilities is found to
be outside acceptable limits of accuracy or otherwise not functioning properly, the
Generator shall forthwith replace such component of the Ambient Conditions
Measurement Facilities at its expense and the Generator shall keep the Buyer
informed of the extent of the failure of the Ambient Conditions Measurement
Facilities and the proposed programme to rectify such failure.

20 Supply of utilities to the Project

20.1 Subject to Clause 21, during the Construction Period, Handover Period and the
Operation Period, the Generator shall be responsible for securing all supplies of
electricity, water, telecommunications and waste disposal services required for the
Project either from its own resources or from the applicable authorities at published
tariffs and in accordance with the standard terms and conditions of supply and pay
for such supplies in accordance with such terms and conditions.

20.2 The Generator shall be entitled to utilise Electrical Energy produced by each Plant
for auxiliary purposes which are related to the Project.

20.3 Electrical Energy delivered at and from an Electrical Delivery Points is deemed to
be in the exclusive ownership, possession and control of the Buyer and shall not be
considered as Electrical Energy re-imported by (or supplied to) the Generator at any
time. The Generator has no right to net off any Electrical Energy imported by (or
supplied to) the Generator (as auxiliary power or otherwise) with such Electrical
Energy delivered.

21 Fuel

21.1 Prior to the Handover Date and Commercial Operation Date (as applicable) and
subject to the Generator complying with Clause 21.3.3, Buyer shall provide, or
procure the provision of, at the relevant Fuel Delivery Point, any Fuel required for
the purposes of the Handover Tests or Acceptance Tests (as applicable) in
accordance with this Agreement.

21.2 From the Handover Date and the Commercial Operation Date and subject to the
Generator complying with Clause 21.3.3, Buyer shall provide, or procure the
provision of, at the Buyer’s cost, at the Fuel Delivery Point, Fuel required for the
Existing DG Assets and Plant to generate Electrical Energy Delivered to the extent
dispatched from time to time in accordance with this Agreement. The Generator

46
 must make fuel payments to the Buyer for inefficient use of Fuel during the
Operation Period in accordance with paragraph 6 of Schedule B.

21.3 At least:

21.3.1 three months prior to the commencement of the Handover Period,

the Generator shall prepare and submit to the Buyer a Fuel utilisation
schedule setting forth the Generator's estimate of the quantities of
Fuel to be used by the Generator at each Site during the Handover
Period;

21.3.2 three months prior to the commencement of any Acceptance Tests,

the Generator shall prepare and submit to the Buyer a Fuel utilisation
schedule setting forth the Generator's estimate of the quantities of
Fuel to be used by the Generator during testing and commissioning
of each Plant and the first year of operation of each Plant after the
Scheduled Commercial Operation Date;

21.3.3 30 Days prior to the commencement of each Contract Year, the

Generator shall prepare and submit to the Buyer a Fuel utilisation
schedule setting forth the Generator's estimate of the quantities of
Fuel to be used by the Generator at each Site during the succeeding
12 Month period;

21.3.4 five Business Days prior to each month during the Term, the
Generator shall prepare and submit to the Buyer a Fuel utilisation
schedule setting forth the Generator's estimate of the quantities of
Fuel to be used by the Generator at each Site during the succeeding
month of operations; and

21.3.5 two Business Days prior to each week of the Term, the Generator
shall prepare and submit to Buyer a Fuel utilisation schedule setting
forth the Generator's estimate of the quantities of Fuel to be used by
the Generator at each Site during the succeeding week of operations;

21.3.6 eight hours prior to each Day of the Term, the Generator shall
prepare and submit to Buyer a Fuel utilisation schedule setting forth
the Generator's estimate of the quantities of Fuel to be used by the
Generator at each Site during the succeeding Day of operations.

The Generator must provide updates to such utilization schedules immediately upon
becoming aware that the actual Fuel requirements for each Plant will be higher than
the estimated orders provided by the Generator.

21.4 The Generator shall establish appropriate communications with Buyer to coordinate
deliveries of Fuel in accordance with Buyer's requirements from time to time.

21.5 Buyer shall use reasonable endeavours to notify the Generator of any failure or
anticipated failure of Fuel delivered or to be delivered hereunder to conform to the
requirements of this Agreement. The Generator shall at all times have the right to
reject Fuel that does not conform to the Reference Diesel Specifications
(“Non-Conforming Fuel”) and Buyer shall be responsible for the safe removal
from Site disposal thereof at its own cost; provided that the Generator shall use its
reasonable endeavours to accept and use such Non-Conforming Fuel to the extent
that the utilisation of any such Non-Conforming Fuel would not:

21.5.1 damage in any material respect the Plant or any part of the Plant;

47
 21.5.2 cause the level of emissions from the Plant to violate applicable Law;

21.5.3 be in breach or void any warranty from manufacturers or

Contractors;

21.5.4 have an adverse effect on the operation and maintenance of the

Plant or any part of the Plant or the cost thereof;

21.5.5 reduce the lifetime of a Plant;

21.5.6 endanger human life; or

21.5.7 directly or indirectly cause the Generator to be in breach of any of

the Project Agreements.

21.6 As between Buyer and the Generator, Buyer shall be responsible for and shall bear
the risk of damage to or loss of Fuel, for whatever reason, prior to delivery at the
relevant Fuel Delivery Point. The Generator shall be responsible for and shall bear
the risk of damage to or loss of Fuel, for whatever reason, after delivery at the
relevant Fuel Delivery Point (including, for the avoidance of doubt, the storage of
the Fuel in the Fuel Storage Facilities).

21.7 All rights of ownership and title to all Fuel delivered by Buyer to the Generator at
the relevant Fuel Delivery Point shall at all times remain with Buyer, regardless of
the fact that such Fuel is physically delivered to the Generator and until the
Generator burns such Fuel in the process of generating electricity by a Plant.

21.8 As between Buyer and the Generator, the Generator shall be responsible for the
handling, treatment, processing, transportation, storage and disposal of any
materials, substances, residues or by-products arising out of or in relation to the
burning of Fuel by a Plant, and shall so do in accordance with Good Practice, Law
and the Sub-Usufruct Agreements.

21.9 The Generator shall be responsible for obtaining and maintain any Permits and
Other Approvals required in order for it to perform its obligations set out in this
Clause 21.

21.10 At any point during the Term, the Buyer may serve notice on the Generator that it
would like to explore the use of Fuel other than Fuel meeting the Reference Diesel
Specifications in the Project, to enhance efficiency and reduce carbon emissions.
Within 30 Days of receiving such notice, the Generator must meet with the Buyer to
discuss in good faith the technical, financial and legal changes that may be required
to the PPA and the Project to enable such alternative fuels. All costs associated
with attending such meetings and preparing for such discussions are incorporated
in the payments under this Agreement.

21.11 Notwithstanding any other term of this agreement, the Generator may not use Fuel
for the purposes of the auxiliary consumption.

22 Insurance

22.1 The Generator shall procure and maintain the insurance coverage as detailed in
Schedule M with (re)insurers carrying a current S&P Rating of ‘A-’ or better.
Insurance carriers with lower ratings are subject to review and acceptance by the
Buyer (such acceptance not to be unreasonably withheld). The Generator shall
include all of its Contractors as insureds under its policies as required as per
Schedule M.

48
22.2 The insurance required by this clause shall not be cancelled, materially changed,
reduced in coverage or in limits except after 30 calendar days written notice has
been given to the Buyer.

22.3 Any deductibles are the responsibility of the Generator.

22.4 Prior to the commencement of work, and thereafter upon policy expiration, the
Generator shall provide certificates of insurance to the Buyer evidencing the
insurance required under this clause specifying additional insured status and waiver
of subrogation where applicable.

22.5 The approval of the insurance by the Buyer shall not relieve or decrease the liability
of the Generator. It is understood that the Buyer does not in any way represent
that the insurance or the limits of insurance specified herein are sufficient or
adequate to protect the Generator’s interest or liabilities.

22.6 The Generator shall maintain Professional Liability subject to the following:

22.6.1 Limit: No Less than US $20,000,000 per claim

22.6.2 Extensions: 10-year Extended Reporting Period

22.6.3 Deductible: Not greater than US$ 25,000 for each and every
occurrence of loss or damage.

22.7 The Generator shall maintain Workmen Compensation insurance in accordance with
Law extended to include Employers Liability up to a minimum limit of OMR
1,000,000.

22.8 The Generator shall maintain such other insurance as may be required by applicable
laws or in order to enable the Generator to comply with good market practice.

23 Representations and Warranties of the Generator

23.1 The Generator hereby represents and warrants to the Buyer as follows:

23.1.1 it is duly organised, validly existing and in good standing under the
Laws of Oman and has the right, power and authority to enter into
the Project Agreements and such Other Project Documents as are
necessary to enable it to undertake the Project and to perform its
obligations hereunder and thereunder;

23.1.2 the execution, delivery and performance of the Project Agreements

by it have been duly authorised by all necessary corporate action of
the Generator, and this Agreement constitutes the valid, binding and
enforceable obligation of the Generator;

23.1.3 it shall not engage in any business or activity other than as permitted
by the Generation Licence;

23.1.4 the Information was, at the time given, true, accurate and complete
in all material respects and remains true, accurate and complete in all
material respects;

49
 23.1.5 all Permits and Other Approvals which are required for the Project
have either been obtained or are in the process of being obtained by
the Generator and/or the Generator has no reason to believe that
such Permits and Other Approvals will not be obtained in a timely
manner such as to enable it to undertake its obligations hereunder;
and

23.1.6 it has fully investigated each Site and Easement Land, and has
satisfied itself as to their adequacy and fitness for the purposes of the
Project and this Agreement.

24 Representations and Warranties of the Buyer

24.1 The Buyer hereby represents and warrants to the Generator as follows:

24.1.1 it is fully organised, validly existing and in good standing under the
Laws of Oman and, as at the Effective Date, has the right, power and
authority to enter into this Agreement and to perform all material
obligations hereunder; and

24.1.2 the execution, delivery and performance of this Agreement by the

Buyer has been duly authorised by all necessary action of the Buyer
and this Agreement constitutes the valid, binding and enforceable
obligation of the Buyer.

25 Payment obligations

25.1 The Buyer shall pay to the Generator:

25.1.1 Variable Cost Recovery Charge for the Existing DG Assets during the
Handover Period;

25.1.2 the Fixed O&M Cost Recovery Charge for Existing DG Assets during
Handover Period;

25.1.3 the Electrical Energy Charge during the Operation Period;

25.1.4 the Power Capacity Charge during the Operation Period and/or if
appropriate, as provided in Clause 14;

25.1.5 any remuneration to which the Generator is entitled pursuant to

Clause 28.13, Clause 28.14 and/or Clause 28.21; and

25.1.6 any costs due to the Generator pursuant to Clauses 11.6.1.1 and

15.5,

in each case subject to and in accordance with this Agreement.

25.2 The Buyer shall make all payments due to the Generator hereunder pursuant to a
Valid Invoice in Rial Omani on or before the relevant Due Date.

25.3 The Buyer shall only be entitled to make a deduction or set off or counterclaim from
any amount due to the Generator hereunder as permitted by Law or as provided in
this Agreement.

25.4 If:

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 25.4.1 the amount calculated in accordance with Schedule B for a Billing
Period is negative; or

25.4.2 the Buyer is entitled to recover any Power Capacity Charges and/or
Electrical Energy Charges already paid to the Generator in accordance
with this Agreement,

the Buyer shall be entitled to set off any amounts in respect of such Power
Capacity Charges and Electrical Energy Charges (together with interest calculated
in accordance with Clause 26  against any Power Capacity Charges and/or Electrical
Energy Charges due to the Generator hereunder but not yet paid in accordance
with this Agreement.

25.5 Save where Clause 26.9 applies, if the Buyer has not recovered any amount which
it is entitled to recover pursuant to Clause 25.4 within six (6) Billing Periods, the
Buyer shall be entitled to require the Generator to pay any outstanding amounts to
the Buyer in cash. Any such amounts shall become due and payable to the Buyer
within five (5) Omani Business Days of the Buyer notifying the Generator of its
requirement that such amounts be paid.

26 Invoicing requirements

26.1 The Generator shall submit to the Buyer for each Billing Period an invoice which
specifies:

26.1.1 the Power Capacity Charges (if any) due to the Generator for such
Billing Period and sets out the calculations upon which such charges
are based;

26.1.2 the Electrical Energy Charges (if any) due to the Generator for such
Billing Period and sets out the calculations upon which such charges
are based;

26.1.3 any other amount due from the Buyer to the Generator as provided
in Clause 25.1; and

that the due date for payment of such invoice is 30 Days from the Day following the
date upon which the Buyer receives such invoice (the “Due Date”).

26.2 No later than one (1) Calendar Month after the occurrence of the Effective Date,
the Generator shall propose to the Buyer the format and content of an invoice
together with details of supporting information which is reasonably required to
verify an invoice. Thereafter the parties shall meet and agree upon the format,
content of each invoice and the supporting information which shall reasonably be
required to verify an invoice provided that if the parties have failed to so agree
within forty-five (45) Days after the Generator’s proposal, either party shall be
entitled to refer any outstanding matter for determination to an Expert. Each
invoice which complies with the requirements of this Clause 26.2 shall be a “Valid
Invoice”.

26.3 If the Buyer disagrees (in good faith) with the Generator’s determination of any
amount specified in a Valid Invoice (including where such amount cannot be
verified on the basis of the supporting information which is furnished by the
Generator to the Buyer), it shall be entitled to require the Generator to substantiate
or clarify the amounts specified in such Valid Invoice and to require the Generator
to provide all reasonable supporting information which is required for such purpose.
The Generator shall substantiate or clarify the amounts specified and provide

51
 supporting information which is so requested within three (3) Omani Business Days
after such substantiation, clarification or information is so requested by the Buyer.

26.4 Save as provided in Clause 14, neither party shall be entitled to dispute or require
an adjustment to any amount paid or payable under a Valid Invoice after the expiry
of one (1) Year period, commencing from the date upon which such Valid Invoice
was submitted to the Buyer.

26.5 If either party disputes an amount paid or payable under a Valid Invoice it shall
serve a notice within four weeks to that effect on the other party (an “Invoice
Dispute Notice”), which notice shall specify the Valid Invoice concerned, the
amount or amounts which are in dispute and the basis therefor.

26.6 Notwithstanding the existence of any dispute concerning a Valid Invoice, the Buyer
shall pay the full undisputed amount of any such Valid Invoice (if any) on or before
the Due Date.

26.7 If any payment due hereunder is not paid by the Due Date, interest shall accrue on
the full amount properly due at an annual rate which is equal to the higher of (i) six
per cent (6%), or (ii) the Agreed Interest Rate plus one and a half per cent (1.5%)
from the Due Date until the date of payment.

26.8 If the parties fail to resolve a dispute regarding a Valid Invoice within thirty (30)
Days of the date upon which an Invoice Dispute Notice was served, either party
shall be entitled to refer the dispute to an Expert for determination.

26.9 If it is agreed or determined that part or all of a disputed amount which was paid in
accordance with a Valid Invoice should not have been paid by the Buyer, the
amount of such overpayment shall be repaid to the Buyer within five (5) Omani
Business Days of such agreement or determination together with interest on such
amount at an annual rate which is equal to the higher of (i) six per cent (6%), or
(ii) the Agreed Interest Rate plus one and a half per cent (1.5%) from the date
upon which the original payment was made to the date upon which the amount of
the overpayment is refunded to the Buyer. If any amount which is to be refunded
to the Buyer in accordance with this Clause 26.9 is not paid as specified above, the
Buyer shall be entitled to set-off any such amount as provided in Clause 25.4.

27 VAT

27.1 All sums payable under this Agreement are exclusive of any VAT chargeable on the
supplies for which such sums (or any part of them) are the whole or part of the
consideration for VAT purposes.

27.2 Where, under this Agreement, any party makes a supply to any other party (“ VAT
Recipient”) for VAT purposes and VAT is or becomes chargeable on that supply for
which the supplying party is required to account to the relevant tax authority, the
VAT Recipient will, subject to the receipt of a valid VAT invoice, pay the supplying
party (in addition to, and at the same time as, any other consideration for that
supply) the amount of such VAT. If reasonably requested by the VAT Recipient, the
supplying party must promptly provide the VAT Recipient with details of its VAT
registration and such other information as is reasonably requested in connection
with the supplying party's VAT reporting requirements in relation to such supply.

27.3 Where any party is required by this Agreement to reimburse or indemnify any other
party for any actual cost or expense, that first party will reimburse or indemnify (as
the case may be) the other party for the full amount of the cost or expense,

52
 including any VAT on that amount, except to the extent that the other party is
entitled to credit or repayment for that VAT from any relevant tax authority.

28 Buyer Risk

28.1 Where the Generator is prevented, hindered or delayed in its performance of any or
all of its obligations under this Agreement due to a Buyer Risk Event, the Generator
shall serve a notice (the “Buyer Risk Notice”) on the Buyer as soon as reasonably
practicable after becoming aware of the Buyer Risk Event, informing the Buyer of:

28.1.1 the existence and nature of the Buyer Risk Event;

28.1.2 the extent to which the Generator’s performance of its obligations

has been, is being or will be so prevented, hindered or delayed as a
direct result of such Buyer Risk Event; and

28.1.3 the steps which the Generator is taking or intends to take or will take
to mitigate, avoid, overcome and/or remove the adverse
consequences of such Buyer Risk Event on its performance.

28.2 The Generator shall have the burden of proving both the existence of any Buyer
Risk Event and the effect (both as to nature and extent) which any such Buyer Risk
Event has had, is having or will have on its performance.

28.3 The Buyer shall, upon receipt of a Buyer Risk Notice, be entitled to require that the
Generator submit to it such additional information and supporting evidence as it is
reasonable to request to support the contents of a Buyer Risk Notice and the
Generator shall provide such information and/or supporting evidence within fifteen
(15) Days of its being requested.

28.4 The Generator shall, acting as a Reasonable and Prudent Operator, diligently and
proactively manage all claims in respect of which a Buyer Risk Notice is issued
pursuant to Clause 28.1. Where such claim is based on a claim notified to the
Generator by a Contractor, the Generator shall take all reasonable steps to review
and verify the underlying claim notified to the Generator by such Contractor and all
supporting evidence relating thereto and shall promptly communicate its findings
based on such review and verification to the Buyer.  The process of review and
verification by the Generator of Contractor claims shall include but not be limited to
the issue of information requests to the Contractor and/or other parties with which
the Generator has a contractual relationship, and, if appropriate, the engagement of
independent consultants and all other reasonable steps as may be requested by the
Buyer.

28.5 If the parties are, on the basis of the Buyer Risk Notice and, if appropriate, any
supporting documentation, unable to agree as to the existence or as to the effect of
a Buyer Risk Event by the later of:

28.5.1 sixty (60) Days after the receipt by the Buyer of the Buyer Risk
Notice; and

28.5.2 thirty (30) Days after the receipt by the Buyer of the additional
information in accordance with Clause 28.3,

either party shall be entitled to refer the matter to arbitration in accordance with
Clause 38  of this Agreement.

53
28.6 If it is agreed or determined that a Buyer Risk Event has occurred and that the
same has or will have the effect of preventing, hindering or delaying the
Generator’s performance of its obligations hereunder then, the Generator shall be
entitled to the relief described below to the extent that:

28.6.1 any failure of the Generator to perform its obligations in accordance

with this Agreement is caused by such Buyer Risk Event; and

28.6.2 the adverse consequences of the Buyer Risk Event could not have
been or cannot be mitigated, avoided or overcome by the Generator,
acting as a Reasonable and Prudent Operator.

28.7 If the Generator’s performance of its obligations hereunder is prevented, hindered

or delayed by a Buyer Risk Event which occurs at any time prior to the Commercial
Operation Date:

28.7.1 the provisions of Clause 8.6 shall apply;

28.7.2 where the Buyer Risk Event results in the Generator being unable to
undertake the Plant Acceptance Test, the applicable provisions of
Clause 14 shall apply; and

28.7.3 in circumstances where Clause 28.7.2 does not apply and where the
Buyer Risk Event delays the Generator in the achievement of the
Commercial Operation Date by a period which exceeds one (1) Year,
the provisions of Clause 28.14 shall apply.

28.8 If the Generator’s performance of its obligations is prevented, hindered or delayed

by a Buyer Risk Event occurring at any time on or after the Commercial Operation
Date:

28.8.1 the Generator will not be liable for any failure to perform or any delay
in its performance caused thereby;

28.8.2 to the extent that the same adversely affects the Demonstrated
Power Capacity, the Generator shall continue to be entitled to receive
Power Capacity Charges for that part of the Plant which is affected by
the Buyer Risk Event on the basis of:

28.8.2.1 where the Demonstrated Power Capacity of the Plant for

the relevant Contract Year has been agreed or
determined, the Demonstrated Power Capacity; or

28.8.2.2 where the Demonstrated Power Capacity of a Plant for

the relevant Contract Year has not been (and cannot be)
agreed or determined, that Plant shall be deemed to
have a Demonstrated Power Capacity equal to one
hundred per cent (100%) of the Guaranteed Contracted
Power Capacity for such Plant;

28.8.3 where any obligation is to be performed by a specified date, the date

for performance of such obligation shall be deferred by a period
equal to the unavoidable delay caused by such Buyer Risk Event.

28.9 If any Buyer Risk Event impacts on the Generator’s Costs, the Generator shall be
obliged to minimise the adverse consequences and maximise the favourable
consequences of the same, judged from the perspective of the Buyer, in each case

54
 so as to minimise any adverse impact and maximise any beneficial impact which
such Buyer Risk Event may have on the Buyer’s payment obligations hereunder.

28.10 If any Buyer Risk Event impacts on the Generator’s Revenue, the Generator shall be
obliged to minimise the adverse consequences and maximise the favourable
consequences of the same, judged from the perspective of the Buyer, in each case
so as to minimise any adverse impact and maximise any beneficial impact which
such Buyer Risk Event has on the Buyer’s payment obligations hereunder.

28.11 If a Material Adverse Change results from a Buyer Risk Event or a number of Buyer
Risk Events, the Generator shall be entitled to serve a notice on the Buyer (a
“Material Adverse Change Notice”) within twelve (12) months of such Material
Adverse Change having occurred:

28.11.1 informing the Buyer of the occurrence of the Material Adverse

Change;

28.11.2 identifying the Buyer Risk Event(s) which gave rise to such Material
Adverse Change; and

28.11.3 illustrating, and providing reasonable evidence to support the impact

which such Buyer Risk Event(s) has or have had on the Generator’s
Costs and the Generator’s Revenue and demonstrating the resulting
Material Adverse Change.

28.12 After receipt of a Material Adverse Change Notice by the Buyer:

28.12.1 it shall be entitled to serve a notice on the Generator requiring it to

provide further information to support the contents of such notice;
and

28.12.2 if the parties are unable to agree the contents of a Material Adverse
Change Notice within sixty (60) Days of the Buyer’s receipt of such
notice or, if appropriate, within thirty (30) Days of the Buyer making
a request in accordance with Clause 28.12.1, then either party shall
be entitled to refer the matters in dispute to an Expert for
determination.

28.13 If the Buyer agrees, or it is determined, that:

28.13.1 a Material Adverse Change has occurred; and

28.13.2 such Material Adverse Change was caused by a Buyer Risk Event or
Buyer Risk Events; and

28.13.3 such Material Adverse Change would not have occurred but for such
Buyer Risk Event or Buyer Risk Events; and

28.13.4 the Generator has complied with the requirements of this Clause 28 
in relation to the relevant Buyer Risk Event(s),

then, save as provided at Clause 28.14, the Buyer shall propose to the Generator a
mechanism to:

28.13.4.1 adjust the Power Capacity Charge and/or the Electrical

Energy Charge, as appropriate; or

55
 28.13.4.2 reimburse the Generator by some other agreed
reimbursement mechanism,

such that, in the Contract Year(s) in which the adjustment or reimbursement is

made, the Generator shall be able to recover the Additional Costs which it has
incurred prior to such Contract Year and, where Additional Costs will apply during
the Contract Year in which the adjustment or reimbursement is made and/or in any
subsequent Contract Year, such that the Generator will be compensated for such
Additional Costs in the Contract Year in which they arise or are incurred or
sustained by the Generator. The Generator shall be compensated for Additional
Costs incurred by the Generator prior to Contract Year Zero as soon as reasonably
practicable after the start of Contract Year Zero. The Buyer and the Generator shall
use reasonable endeavours to agree upon the appropriate adjustment mechanism
within thirty (30) Days of the Generator’s receipt of the Buyer’s proposal, failing
which agreement either party shall be entitled to refer any matter which is not
agreed to an Expert for determination.

28.14 In the circumstances described at Clause 28.7.3, the Buyer shall, upon receiving a
request from the Generator so to do, in good faith seek to agree a reimbursement
mechanism which:

28.14.1 may be applied prior to the Commercial Operation Date;

28.14.2 takes account of all relevant circumstances; and

28.14.3 is structured so as to put the Generator into a neutral financial

position which results in it deriving no gain or loss as a consequence
of the relevant Buyer Risk Event(s).

28.15 The Generator shall, as soon as reasonably practicable after becoming aware of the
same, notify the Buyer of any Material Beneficial Change resulting from a Buyer
Risk Event or a number of Buyer Risk Events (a “Material Beneficial Change
Notice”).

28.16 If the Buyer has reasonable grounds to believe that there has been a Material
Beneficial Change resulting from a Buyer Risk Event or a number of Buyer Risk
Events, then, regardless of whether or not it has received a Material Beneficial
Change Notice, it shall be entitled, within a period of twelve (12) months from the
date upon which it became aware of the possible existence of a Material Beneficial
Change to notify the Generator of its reasons for believing that a Material Beneficial
Change has occurred, which notice shall identify the Buyer Risk Event(s) which it
believes gave rise to the Material Beneficial Change, and requesting that the
Generator provide to the Buyer such information as the Buyer may reasonably
require to enable it to establish or confirm the existence and extent of the Material
Beneficial Change.

28.17 If the parties cannot agree on either the existence or the extent of the Material
Beneficial Change by, as applicable, (a) in the case of a Generator’s issuance of a
Material Beneficial Change Notice, the date which falls thirty (30) Days after the
Buyer’s receipt thereof and (b) in the case of the service of a Buyer’s notice in
accordance with Clause 28.16, the date which falls thirty (30) Days after the date of
service of the Buyer’s notice or, if additional information was requested, thirty (30)
Days after such information was provided, either party shall be entitled to refer the
matters in dispute to an Expert for determination.

28.18 Where it is agreed or determined that there has been a Material Beneficial Change,
the Buyer shall be entitled to adjust the Power Capacity Charges and/or the

56
 Electrical Energy Charges (which adjustment may be retrospective), as appropriate,
and/or to require that the Generator reimburse the Buyer by another
re-imbursement mechanism to take account of the Material Beneficial Change and
to put the Generator in the financial position in which it would have been in had the
relevant Buyer Risk Event(s) not occurred. The Buyer shall notify the Generator of
its proposed mechanism to make the necessary adjustment. If the parties have not
agreed on a mechanism within thirty (30) Days of the Generator’s receipt of the
Buyer’s proposal, either party shall be entitled to refer the matters in dispute to an
Expert for determination.

28.19 Upon becoming aware of the occurrence of a Buyer Risk Event or a number of
Buyer Risk Events which may give rise to a Material Adverse Change and which
occur(s):

28.19.1 prior to the Commercial Operation Date and either causes or results
in damage to a Plant or requires that the design or operating
characteristics of and/or the Construction of a Plant be modified; or

28.19.2 after the Commercial Operation Date and requires that a material
addition to or modification of a Plant be implemented,

the Generator shall serve a notice on the Buyer (a “Change Notice”) which notice
shall propose a remedial programme and budget and remedial works, as
applicable, to bring the Plant into compliance with such Buyer Risk Event(s) or to
rectify any damage caused by any Buyer Risk Event(s). The programme and
remedial works shall, in the case of Clause 28.19.1 provide for the completion of
Construction of a Plant and the achievement of the Commercial Operation Date on
or as soon as reasonably practicable after the Scheduled Commercial Operation
Date, and in the case of Clause 28.19.2, provide for the reinstatement and
resumption of operation of the Plant at the Demonstrated Power Capacity which
existed prior to the occurrence of such Buyer Risk Event(s) as soon as reasonably
practicable.

28.20 If the Generator does not serve a Change Notice as provided at Clause  28.19
within a reasonable period after becoming aware of such event, the Buyer shall not
be obliged to compensate the Generator for the costs associated with the
rectification of the effects of the relevant Buyer Risk Event(s) and/or the costs
associated with the implementation of change(s) to give effect to the relevant
Buyer Risk Event(s) and any such costs shall not constitute Additional Costs nor
count towards Generator’s Costs or Generator’s Revenues in any calculation of a
Material Adverse Change.

28.21 The Buyer and the Generator shall use reasonable endeavours to agree upon the
remedial programme, works and budget proposed by the Generator in accordance
with Clause 28.19 and on the mechanism by which the Generator shall be
compensated for the costs thereof, whether by way of an adjustment to the Power
Capacity Charge and/or Electrical Energy Charge as appropriate, or by another
agreed reimbursement mechanism. In the absence of agreement within sixty (60)
Days of the date upon which such remedial programme, remedial works and budget
are proposed to the Buyer, either party shall be entitled to refer any matter which is
not agreed to an Expert for determination.

28.22 Upon agreement or determination of the matter described in Clause 28.21, the
Buyer shall have an option, exercisable within a period of ninety (90) Days of such
agreement or determination, and upon notice to the Generator:

57
 28.22.1 to require the Generator to implement the remedial works and
programme, as so agreed or determined, in which event the
Generator shall be entitled to reimbursement for the agreed or
determined costs of the same, as provided at Clause 28.21; or

28.22.2 to instruct the Generator not to implement the remedial works and
programme, in which event the Generator shall be entitled to
continued receipt of the Power Capacity Charge for the remainder of
the Term, as calculated in accordance with Clause 28.8.2.

29 Force Majeure

29.1 Where the Generator believes that its performance of its obligations under this
Agreement has been, is being or will be prevented, hindered or delayed by reason
of an act, event or circumstance or any combination thereof, which it believes, on
reasonable grounds, constitutes or will constitute a Force Majeure Event, the
Generator shall, as soon as reasonably practicable after the date upon which it
becomes aware of such act, event or circumstance or combination thereof, and in
any event within fourteen (14) Days of the date upon which it becomes aware of
the same, serve a notice on the Buyer (the “Force Majeure Notice”) identifying:

29.1.1 the act, event or circumstance or combination thereof which, in the

reasonable opinion of the Generator, constitutes or will constitute a
Force Majeure Event;

29.1.2 the impact of such act, event or circumstance or combination thereof

on the Generator’s obligations under this Agreement;

29.1.3 the Generator’s reasonable estimate of the length of time which its
performance has been and will be affected by such act, event or
circumstance or combination thereof; and

29.1.4 the steps which it is taking or intends to take or will take to remove
and mitigate the adverse consequences of the relevant act, event or
circumstance or combination thereof on its performance hereunder.

29.2 The Generator shall have the burden of proving both the existence of any Force
Majeure Event and the effect (both as to nature and extent) which any such Force
Majeure Event has on its performance.

29.3 The Buyer shall, upon receipt of a Force Majeure Notice, be entitled to require that
the Generator submit to it such additional information and supporting evidence as it
is reasonable to request to support the contents of a Force Majeure Notice and the
Generator shall provide such information and/or supporting evidence within fifteen
(15) Days of its being requested.

29.4 The Generator shall, acting as a Reasonable and Prudent Operator, diligently and
proactively manage all claims in respect of which a Force Majeure Notice is issued
pursuant to Clause 29.1. Where such claim is based on a claim notified to the
Generator by a Contractor, the Generator shall take all reasonable steps to review
and verify the underlying claim notified to the Generator by such Contractor and all
supporting evidence relating thereto and shall promptly communicate its findings
based on such review and verification to the Buyer.  The process of review and
verification by the Generator of Contractor claims shall include but not be limited to
the issue of information requests to the Contractor and/or other parties with which
the Generator has a contractual relationship, and, if appropriate, the engagement of

58
 independent consultants and all other reasonable steps as may be requested by the
Buyer.

29.5 If the parties are, on the basis of the Force Majeure Notice and any supporting
documentation, unable to agree as to the existence or as to the effect of a Force
Majeure Event by the later of (a) sixty (60) Days after the receipt by the Buyer of
the Force Majeure Notice and (b) thirty (30) Days after the receipt by the Buyer of
the additional information (if any) provided in accordance with Clause 29.3, either
party shall be entitled to refer the matter to arbitration in accordance with
Clause 38.

29.6 If it is agreed or determined that a Force Majeure Event has occurred or will occur
and that the same has or will have the effect of preventing, hindering or delaying
the Generator’s performance of its obligations hereunder, then the Generator shall
be relieved from liability for any consequent failure to perform (“Force Majeure
Relief”) to the extent that such failure:

29.6.1 is caused by such Force Majeure Event; and

29.6.2 could not have been mitigated by the Generator (acting as a

Reasonable and Prudent Operator).

29.7 The following shall not constitute a Force Majeure Event:

29.7.1 any inability or failure to pay money;

29.7.2 any failure by the Generator to obtain and/or maintain a Permit if the
reason for such failure is the refusal by the Generator to accept
conditions which are either not unduly onerous or, if unduly onerous,
could reasonably have been anticipated by the Generator acting as a
Reasonable and Prudent Operator prior to the Effective Date;

29.7.3 any failure by the Generator to replenish, deliver, replace or maintain

the Performance Bond;

29.7.4 strikes, lockouts and other industrial disturbances of the Generator’s

and/or its Contractors’ employees which are not part of a wider
industrial dispute materially affecting other employees;

29.7.5 a failure by a Contractor or any other third party which results in a

failure by the Generator under this Agreement where the cause of
such failure by the Contractor or any other third party would not
constitute Force Majeure according to the principles of this
Agreement;

29.7.6 any inability to raise finance; or

29.7.7 the condition or performance of the Existing DG Assets.

29.8 If the Generator’s performance of its obligations hereunder is prevented, hindered

or delayed by a Force Majeure Event which occurs at any time prior to the
Commercial Operation Date then, provided that the Generator shall have complied
with the foregoing provisions of this Clause 29, the provisions of Clause 8.6 shall
apply.

29.9 If the Generator's performance of its obligations hereunder is prevented, hindered

or delayed by a Force Majeure Event occurring on or after the Commercial

59
 Operation Date then, provided that the Generator has complied with the foregoing
requirements of this Clause 29:

29.9.1 it shall be relieved of liability for any consequent failure to perform to

the extent provided in Clause 29.6;

29.9.2 to the extent that the Generator’s ability to make available the
Demonstrated Power Capacity from the Diesel Generators or BESS, or
deliver Electrical Energy from the PV Plant is affected by a Force
Majeure Event or Force Majeure Events, the Force Majeure Extension
of the Term shall be equal to the number of Days required to ensure
the Generator is no worse off due to the Force Majeure Event,
considered as a whole and not only in relation to the Site affected by
the Force Majeure Event;

29.9.3 it shall be entitled to continued receipt of Power Capacity Charges to

the extent of its availability during the Force Majeure Delay Period;

29.9.4 the Buyer shall have the right to require that the Generator
undertakes a test (in accordance with the requirements of paragraph
4 of Schedule A, provided that such test shall not constitute a
Performance Test) to establish the capability of a Plant during the
existence of the Force Majeure Event.

29.10 During each Force Majeure Extension and for the purposes of Schedule B the
Guaranteed Contracted Power Capacity and the Contracted Heat Rate for Contract
Year Fifteen shall apply.

29.11 If a Force Majeure Event occurs that affects part of a Plant only, such that the Plant
is still able to deliver Electrical Energy to the Power Block Metering Points, such
event may be invoked only with respect to the part of the Plant that is affected by
the Force Majeure Event and not with respect the part of the Plant not so affected.

30 Removal of Plant from Project

30.1 The Buyer shall be entitled to remove a Plant from the Project by serving a written
notice to the Generator setting out the occurrence of any one or more of the
following in relation to that Plant (save where such occurrence (i) is caused by a
Buyer Risk Event; (ii) results from a breach by the Buyer of this Agreement; or (iii)
is caused as a result of a Force Majeure Event):

30.1.1 Abandonment of that Plant;

30.1.2 the failure of the Generator to achieve the Construction Milestone;

30.1.3 a Material Default;

30.1.4 the failure of the Generator to achieve a Commercial Operation Date

on or before the Last Commercial Operation Date;

30.1.5 after the Commercial Operations Date, the Generator experiences six
System Blackout Events or more at that Plant in any one Contract
Year;

30.1.6 after the Commercial Operations Date, the Generator experiences 12

Load Shedding Events or more at that Plant in any one Contract
Year; or

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 30.1.7 the failure to achieve an Annual Performance Review; or

30.1.8 the termination of the Sub-Usufruct Agreement as a result of a

default by the Generator,

in each case in relation to the relevant Plant.

30.2 A notice served by the Buyer in accordance with Clause 30.1 shall:

30.2.1 where the default in question is incapable of remedy, have the effect
of removing the relevant Plant from the Project with immediate effect
or, if appropriate, by any later date specified by the Buyer in the
notice; or

30.2.2 where the default is capable of remedy, have the effect of removing
the relevant Plant from the Project upon the expiry of a thirty (30)
Day period save where the Generator has, prior to the expiry of such
period:

30.2.2.1 remedied the default; or

30.2.2.2 agreed a remedial programme with the Buyer and, so far

as such programme relates to that thirty (30) Day
period, has begun to implement and diligently pursue
that programme.

30.3 The Buyer may remove a Plant from the Project at its sole convenience at any point
during the Term, provided that the Buyer provides the Generator at least 90 days
prior notice to such termination.

30.4 Where a Plant is removed from the Project for any of the reasons specified in
Clause 30.1 prior to the Final Commercial Operation Date:

30.4.1 the Buyer shall be entitled to call on the Performance Bond and retain
a Proportionate Amount attributable to that Plant as liquidated
damages for a failure of the Generator to comply with its obligations
in relation to such Plant;

30.4.2 the Buyer may purchase, and if it does the Generator shall sell, the
Plant and all associated plant, equipment, consumables and tools
related to operate that Plant, for the relevant Termination Value and
Clause 36 shall apply.

30.5 Where a Plant is removed from the Project for any of the reasons specified in
Clause 30.1 after the Commercial Operation Date:

30.5.1 the Buyer shall, subject to Clause 34, be entitled to pursue the
Generator for damages in respect of the Generator's failure to comply
with its obligations related to such Site under this Agreement; and

30.5.2 the Buyer shall purchase, and the Generator shall sell, the Plant and
all associated plant, equipment, consumables and tools related to
operations at such Site, for the relevant Termination Value and
Clause 36 shall apply.

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30.6 Where a Plant is removed from the Project pursuant to Clause  30.3, the Buyer shall
purchase, and the Generator shall sell, the Plant and all associated plant,
equipment, consumables and tools related to that Plant, for the relevant
Termination Value and Clause 36 shall apply.

30.7 Any purchase of the Plant pursuant to Clauses 30.4.2, 30.5.2 or 30.6 shall take
place within 90 Days of the relevant Transfer Date.

31 Termination

31.1 Notwithstanding Clause 30, the Buyer shall be entitled to terminate this Agreement
by serving a written notice to the Generator setting out the occurrence of any one
or more of the following (save where such occurrence (i) is caused by a Buyer Risk
Event; (ii) results from a breach by the Buyer of this Agreement; or (iii) is caused as
a result of a Force Majeure Event):

31.1.1 an event of Generator Insolvency;

31.1.2 a Material Default affecting the performance of the Generator's

obligations at six or more Plants;

31.1.3 after the first Commercial Operations Date, the Generator

experiences six or more System Blackout Events at six or more Plants
in any one Contract Year;

31.1.4 after the first Commercial Operations Date, the Generator

experiences 12 or more Load Shedding Events at six or more Plants
in any one Contract Year or more in any Contract Year;

31.1.5 the Abandonment of six or more Plants;

31.1.6 six or more Plants fail to achieve the Annual Performance Review in
any one Contract Year;

31.1.7 the termination of the Electrical Connection Agreement as a result of

a default by the Generator;

31.1.8 the termination of the Generation Licence;

31.1.9 the failure of the Generator to achieve any Construction Milestone;

31.1.10 the failure of the Generator to achieve a Commercial Operation Date

on or before any Last Commercial Operation Date;

31.1.11 the termination of six or more Sub-Usufruct Agreements as a result of

a default by the Generator;

31.1.12 the failure by the Generator to comply with its obligations under
Clause 6.8 within thirty (30) Days of the notice from the Buyer
therein described;

31.1.13 the Generator’s breach of the warranty provisions set out at

Clause 23.1.4;

31.1.14 the Generator’s breach of the anti-corruption provisions set out at

Clause 41;

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 31.1.15 the Generator's breach of its obligations under Clause 9.3.3;

31.1.16 the Generator's breach of its obligations under Clause 15.8.3;

31.1.17 prior to the First Lock-In Date, any Founder ceases, directly or
indirectly, to hold and maintain their Initial Shareholding;

31.1.18 on and from the First Lock-In Date up to but excluding the Second
Lock-In Date, any Founder ceases, directly or indirectly, to hold and
maintain more than 50% of their Initial Shareholding;

31.1.19 on and from the Second Lock-In Date up to but excluding the Final
Lock-In Date,

31.1.19.1 any Founder ceases to hold, directly or indirectly, more

than 50% of their Initial Shareholding without obtaining
the Buyer's prior written consent; or

31.1.19.2 subject to Clause 31.1.19.1, the Lead Founder ceases to

hold and maintain more than 25% of their Initial
Shareholding; or

31.1.20 on and from the Final Lock-In Date, the Lead Founder ceases to hold
and maintain more than 25% of their Initial Shareholding without
obtaining the Buyer's prior written consent.

31.2 A notice served by the Buyer in accordance with Clause 31.1 shall:

31.2.1 where the default in question is incapable of remedy, have the effect
of terminating this Agreement with immediate effect or, if
appropriate, by any later date specified by the Buyer in the notice; or

31.2.2 where the default is capable of remedy, have the effect of

terminating this Agreement upon the expiry of a thirty (30) Day
period save where the Generator has, prior to the expiry of such
period:

31.2.2.1 remedied the default; or

31.2.2.2 agreed a remedial programme with the Buyer and, so far

as such programme relates to that thirty (30) Day
period, has begun to implement and diligently pursue
that programme.

31.3 The Buyer may terminate this Agreement for its sole convenience at any point
during the Term, provided that the Buyer provides the Generator at least 90 days
prior notice to such termination.

31.4 The Generator shall not be entitled to terminate this Agreement for any reason,
including for a Buyer Failure, but, subject to Clause 34, shall be entitled to pursue
the Buyer for damages for a Buyer Failure.

31.5 Where the Buyer terminates this Agreement for any of the reasons specified in
Clause 31.1 prior to the Final Commercial Operation Date:

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 31.5.1 the Buyer shall be entitled to call on the Performance Bond and retain
the full amount as liquidated damages for a failure of the Generator
to comply with its obligations under this Agreement;

31.5.2 the Buyer shall purchase, and the Generator shall sell, the Plants and
all associated plant, equipment, consumables and tools related to the
Project, for the relevant Termination Value and Clause 36 shall apply.

31.6 Where the Buyer terminates this Agreement for any of the reasons specified in
Clause 31.1 after the Final Commercial Operation Date:

31.6.1 the Buyer shall, subject to Clause 34, be entitled to pursue the
Generator for damages in respect of the Generator's failure to comply
with its obligations under this Agreement; and

31.6.2 the Buyer shall purchase, and the Generator shall sell, the Plants and
all associated plant, equipment, consumables and tools related to the
Plant, for the relevant Termination Value and Clause 36 shall apply.

31.7 Where the Buyer terminates this Agreement pursuant to Clause  31.3, the Buyer
shall purchase, and the Generator shall sell, the Plants and all associated plant,
equipment, consumables and tools related to the Project, for the relevant
Termination Value and Clause 36 shall apply.

31.8 Any purchase of the Plant pursuant to Clauses 31.5.2, 31.6.2 or 31.7 shall take
place within 90 Days of the Transfer Date.

32 Assignment

32.1 Save as expressly provided otherwise in this Agreement, neither party shall be
entitled to assign, transfer or otherwise dispose of all or any part of its rights and/or
obligations hereunder without the prior written approval of the other party.

32.2 The Generator may assign its rights under this Agreement for the purpose of
providing to Lenders security for Senior Debt but shall not otherwise dispose of or
encumber any of its interest in the Project.

33 Expert

33.1 If the parties are in dispute as to any matters concerning this Agreement and this
Agreement expressly provides for (or the parties at the time agree upon) Expert
determination then, either party shall be entitled to refer the dispute to an Expert
for determination within thirty (30) Days of the dispute arising or such other period
as may be expressly provided for in this Agreement.

33.2 Where this Agreement provides for Expert determination in relation to any matter in
respect of which there is a dispute or difference between the parties, neither party
shall be entitled to refer such dispute to arbitration unless such dispute has first
been referred for Expert determination.

33.3 The procedure for the appointment of an Expert shall be as follows:

33.3.1 the party wishing to appoint or to refer a matter to an Expert shall

give notice to that effect to the other party and, with such notice,
shall give details of the reason for the appointment of, and the
matter to be referred to, the Expert;

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 33.3.2 the parties shall meet and endeavour to agree upon a person to be
the Expert;

33.3.3 if, within twenty one (21) Days from the date of the notice under
Clause 33.3.1, the parties have failed to agree upon an Expert, the
matter shall forthwith be referred by the party wishing the
appointment to be made to the President of the International
Chamber of Commerce (the “Appointor”) who shall be requested to
make the appointment of the Expert (based on the Appointor’s sole
assessment of the type of dispute based on the issues of contention
and the subject matter of the dispute) within thirty (30) Days and, in
so doing, may take such independent advice as he thinks fit;

33.3.4 upon a person being appointed as Expert under the foregoing

provisions, the parties forthwith shall notify such person of his
selection and shall request him to confirm within fourteen (14) Days
whether or not he is willing and able to accept the appointment;

33.3.5 if such person is either unwilling or unable to accept such

appointment, or shall not have confirmed his willingness and ability to
accept such appointment within the said period of fourteen (14)
Days, then (unless the parties are able to agree upon the
appointment of another Expert) the matter shall be referred (by
either party) in the manner aforesaid to the Appointor who shall be
requested to make an appointment or (as the case may be) a further
appointment and the process shall be repeated until a person is
found who accepts the appointment as Expert; and

33.3.6 if there shall be any dispute between the parties as to the

remuneration to be offered to the Expert, then such amount shall be
determined by the Appointor whose decision shall be final and
binding on the parties.

33.4 A person shall not be appointed as the Expert:

33.4.1 unless he is qualified by education, experience and training to

determine the matter in dispute;

33.4.2 if he has an interest or duty which would materially conflict with his
role (including being a director, officer, employee or consultant to a
party or to any Affiliate of a party or Founder); or

33.4.3 if he is a national of the jurisdiction of either party to this Agreement

or of the jurisdiction of any shareholder or group of shareholders
holding more than ten per cent (10%) of the outstanding voting
stock of the Generator or the Buyer nor shall an Expert be an
employee or agent or former employee or agent of such person.

33.5 The following procedures shall apply where an Expert’s determination is sought:

33.5.1 each party shall supply to the Expert such information as the Expert
may request;

33.5.2 the Expert shall (subject to Clause 33.5.4) make his decision as soon
as reasonably practicable after receiving data, information and
submissions supplied and made to him by the parties not later than

65
 thirty (30) Days after he has confirmed to the parties acceptance of
his appointment;

33.5.3 the Expert shall ignore any data, information or submissions supplied
and made after the thirty (30) Day period referred to in Clause 33.5.2
unless the same are furnished in response to a specific request from
him;

33.5.4 the Expert shall be entitled to obtain such independent professional

and/or technical advice as he may reasonably require and to obtain
any necessary secretarial assistance as is reasonably necessary; and

33.5.5 the Expert shall give full written reasons for his decision.

33.6 An Expert’s decision rendered in accordance with this Clause 33 shall:

33.6.1 be final and binding on the parties save:

33.6.1.1 in the case of manifest error or fraud;

33.6.1.2 where either party serves a written notice on the other

party within thirty (30) days of the Expert’s decision
having been notified to it, stating its intention to refer
the matter in dispute to arbitration, provided that the
notifying party commences the procedure to refer the
dispute to arbitration within a further thirty (30) day
period of serving such notice;

33.6.2 where Clause 33.6.1.2 applies, save where the parties agree

otherwise, have effect for the purposes of this Agreement pending
the resolution of the arbitration.

33.7 All communications between the parties and the Expert or the Appointor shall be
made in writing and a copy thereof provided simultaneously to the other party. No
meeting between the Expert or the Appointor and the parties or either of them,
shall take place unless both parties have a reasonable opportunity to attend any
such meeting.

33.8 The Expert shall be deemed not to be an arbitrator but shall render his decision as
an expert.

33.9 Each party shall bear its costs of providing all data, information and submissions
given by it, and the costs and expenses of all counsel, witnesses and employees
retained by it, but (unless the Expert shall make any award of such costs and
expenses which award, if made, shall be part of the Expert’s decision) the cost and
expenses of the Expert and any independent advisers to the Expert, and any costs
of his appointment if he is appointed by the Appointor, shall be borne equally by
the parties.

34 Liability

34.1 Save to the extent specifically provided otherwise in this Agreement, neither party
shall be liable to the other party for any Consequential Loss suffered by such other
party as a result of the first party’s breach of this Agreement, save to the extent
that such Consequential Loss was suffered or caused by the Wilful Default of such
first party.

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34.2 Each party shall indemnify the other party (and its Affiliates and Contractors and its
and their respective directors, officers, employees and agents) from and against
any and all Direct Loss suffered by the other party which is a direct result of the
first party’s failure to perform or breach of this Agreement.

34.3 Each party shall indemnify the other party (and its Affiliates and Contractors and its
and their respective directors, officers, employees and agents) from and against all
Claims (and including reasonable attorney’s fees and expenses) brought against the
first party and resulting from the second party’s breach or non-performance of this
Agreement, save to the extent that such Claims are caused by a Wilful Default of
the other party.

35 Omani Content and General Law

35.1 The Generator shall be obliged to comply with the Law.

35.2 The Generator shall:

35.2.1 comply with its obligations as to the Contracted Omani Content; and

35.2.2 without prejudice to Clause  35.2.1, give priority to local contractors

provided that quality, delivery times, reliability, skills, experience and
other terms are comparable to those offered by others.

36 Transfer of Plant or Project

36.1 Subject to the provisions of this Clause 36, on the Transfer Date (at a time to be
agreed between the Parties), the Generator shall transfer to Buyer (and shall
execute such documents as Buyer may reasonably consider necessary to effect
such transfer), free and clear from any lien or encumbrance created by the
Generator and without the payment of any compensation (unless Schedule L
applies), all its right, title and interest in and to the Plant or the Project (as
applicable), including (as applicable to the Plant or the Project):

36.1.1 all raw materials, consumables and spare parts (including test
equipment and special tools and vehicles used solely in the
management, operation and maintenance of the Plant);

36.1.2 all tangible personal property;

36.1.3 all intangible personal property, including patents, patent licenses,

patent applications, trade names, trademarks, trademark
registrations and applications, trade secrets, copyrights, know-how,
secret formulae and any other intellectual property rights;

36.1.4 all buildings and fixtures;

36.1.5 computerised and non-computerised records, reports, data, files, and

information;

36.1.6 all drawings, test results, documents, operating and maintenance

manuals, operational summaries, transfer notes, design drawings, as
built drawings and other information, including all test records and
information on the actual condition of the major components and
equipment, as may reasonably be required by Buyer to enable it to
take over the operation and maintenance of the Plant and to modify
the Plant;

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 36.1.7 all warranties of equipment, materials and work;

36.1.8 all contract rights and insurance policies;

36.1.9 all work in progress under contracts with vendors, suppliers,

contractors and subcontractors; and

36.1.10 all rights with respect to any insurance proceeds payable to or for the
account of the Generator, but unpaid at the date of termination of
the Agreement, in respect of the Generator's right, title and interest
in the Project.

36.2 At least 12 Months prior to the Transfer Date (or as soon as possible if the Transfer
Date is triggered by a Plant removal notice under Clause 30.1 or a termination
notice under Clause 31.1), the Generator, at its sole cost and expense, shall initiate
with Buyer the development of a training program, including the preparation and
use of training materials, for Buyer personnel or personnel designated by Buyer.
The training program shall begin at least 6 Months prior to the Transfer Date (or as
soon as possible if the Transfer Date is triggered by a Plant removal notice under
Clause 30.1 or a termination notice under Clause 31.1) and shall provide formal
and on-the-job training for an adequate number of personnel in relation to the
operation and maintenance of the Plant.

36.3 At least six Months prior to the Transfer Date (or as soon as possible if the Transfer
Date is triggered by a Plant removal notice under Clause 30.1 or a termination
notice under Clause 31.1), Buyer and the Generator shall meet and agree on:

36.3.1 transfer and Site security arrangements; and

36.3.2 the inventories for all fixtures, fittings, plant and equipment, spare
parts, consumable supplies and other materials, potentially required
for the continued operation of the Plant after the Transfer Date.

The Generator and Buyer shall also agree on the levels of inventory for spare parts
and special tools which will be transferred to Buyer pursuant to Clause 36.1.
Following the agreement on inventories, the Generator shall take whatever steps
that may be required, including purchase, to establish and maintain inventory levels
at the agreed upon levels. The Generator shall exercise the same level of care
regarding the fixtures, fittings, plant and equipment, vehicles, spare parts,
consumable supplies, chemicals and other materials and all improvements therein
as it did prior to agreeing to the same; provided that Buyer shall be entitled to
deploy a security unit within the Site.

36.4 On the Transfer Date, the Plant shall be in a condition of repair, cleanliness and
appearance that is consistent with Good Practice. On the Transfer Date, the
Generator shall provide Buyer with a written summary of the condition of the Plant,
including a complete listing of any and all conditions that do or could impair the
safe operation of the Plant or interfere with maximum generation production from
the Plant. The Generator shall warrant that there are no other conditions that are
known to the Generator that do or could impair the safe operation of the Plant or
the performance of the Plant.

36.5 On or before the Transfer Date, the Plant shall be able to operate at a level so as to
be able to achieve at least the Transfer Conditions, as determined pursuant to the
Transfer Test. Within two Months before the Transfer Date (or as soon as possible
if the Transfer Date is triggered by a Plant removal notice under Clause 30.1 or a
termination notice under Clause 31.1), the Generator shall perform the Transfer

68
 Test. If the Plant fails to demonstrate the Transfer Conditions within one Month
before the Transfer Date, the Generator and Buyer shall jointly inspect the Plant
and prepare a report (“Transfer Condition Report”) that will delineate repairs,
replacements and/or modifications and their estimated costs, if any, required to
bring the condition of the Plant to an operating level able to achieve and maintain
at least the Transfer Conditions by the Transfer Date.

36.6 In the two years prior to the expiry of the Term, the Buyer shall withhold 10% of
the monthly Power Capacity Charges that the Generator would otherwise be
entitled to and shall establish a fund (“Transfer Payment Fund”) with such sums
at a bank. All commission and interest payable in respect of amounts held in such
Handover Transition Fund shall remain in the Handover Transition Fund.  Buyer
shall cease withholding the portion of each monthly Capacity Payment specified
above on the date that the Generator delivers an irrevocable and unconditional
bank guarantee in favour of Buyer in an amount equal to 10% of the projected
Capacity Payments for the last two years prior to the expiry of the Term, and the is
valid until the Transfer Date (“Transfer L/C”).

36.7 In the event the Plant does not meet the Transfer Conditions on the Transfer Date ,
Buyer shall be entitled to call upon the Transfer L/C or draw upon the Transfer
Payment Fund, as the case may be, for the amount the Buyer reasonably assesses
is required to satisfy the outstanding works in the Transfer Condition Report. In
respect of the Transfer Payment Fund (if used) or the Transfer L/C, after deducting
the amount of funds due from the Generator under this Clause, Buyer shall pay the
Generator the balance (if any) or return the letter of credit within three months of
the Transfer Date.

36.8 Buyer shall be responsible for all expenses (including legal fees, taxes and duties)
incurred in Oman in connection with obtaining or effecting any approvals, licenses,
registrations and filings and take such other actions as may be required by any
Government Authority for Buyer to assume ownership and operation of the Plants.

37 Confidentiality

37.1 Each party shall treat as confidential and shall not, without obtaining the prior
written approval of the other party, disclose to any person the provisions of this
Agreement or any information supplied or made available for examination or
otherwise disclosed hereunder to such party by the other.

37.2 Notwithstanding the provisions of Clause 37.1, information may be disclosed

without the other party’s consent:

37.2.1 to a Competent Authority;

37.2.2 by the Generator to the Lenders and the technical and professional
advisers to the Lenders who reasonably require such information in
the course of their duties and responsibilities in relation to this
Agreement;

37.2.3 by a party to its directors, officers, employees, agents and technical

and professional advisers and any Affiliate of such party who
reasonably require such information in the course of their duties and
responsibilities in relation to this Agreement;

37.2.4 by a party to its contractors and suppliers to the extent they

reasonably require such information in the performance of their
obligations in relation to this Agreement;

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 37.2.5 by a party to the extent reasonably required for the purposes of
obtaining and maintaining insurances;

37.2.6 to the extent required by Law, the Generation Licence, the RAECO
Code or the rules of any recognised stock exchange upon which the
shares of the disclosing party (or of its Affiliates) are listed or to be
listed;

37.2.7 for the purposes of dispute resolution or the enforcement of rights

and obligations under this Agreement; and

37.2.8 to the extent such information has become generally available to the
public other than as a result of a breach by the disclosing party of its
obligations under this Clause 36 (Confidentiality ),

in each such case, provided that, other than in regard to Clause 37.2.1,

Clause 37.2.6, Clause 37.2.7 and Clause 37.2.8, the person to whom such
disclosure is made agrees to keep the information confidential and restrict its use in
terms of this Clause 36.

37.3 Any information disclosed in accordance with this Clause 36 shall only be used for a
purpose or purposes incidental to or arising out of this Agreement, and not for any
other purpose.

38 Arbitration

38.1 In the event that the parties, notwithstanding the use of reasonable endeavours so
to do, are unable to resolve a difference or dispute between them arising out of or
in connection with this Agreement (including, without limitation, any question
regarding its existence, validity or termination) within thirty (30) Days of such
difference or dispute arising, then, subject to the provisions of Clause 33, either
party shall be entitled to require that such matter be referred to arbitration for
resolution.

38.2 Where a party wishes to refer a matter to arbitration in accordance with this
Agreement, it shall serve a written notice on the other party to that effect and the
Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”)
shall govern such arbitration save to the extent that the same are inconsistent with
the express provisions of this Agreement.

38.3 Any arbitration conducted in accordance with this Clause 38 shall be conducted:

38.3.1 in the city of Muscat in Oman;

38.3.2 in English; and

38.3.3 by a panel of three (3) arbitrators, one (1) of whom shall be

appointed by the Generator, one (1) of which shall be appointed by
the Buyer and the third of which (who will act as the Chairman of the
arbitration panel) shall be appointed by the Generator’s and the
Buyer’s appointees.

38.4 If the Generator’s and the Buyer’s appointees fail to appoint the third arbitrator in
accordance with Clause 38.3.3 within twenty one (21) Days from the date on which
the last of such appointees is appointed, either party may refer the matter to the
Appointor who shall be requested to appoint the third arbitrator and thereafter the

70
 provisions of Clause 33.3.3, Clause 33.3.4 and Clause 33.3.5 shall apply mutatis
mutandis.

38.5 Where this Agreement provides that any dispute or difference of the parties in
relation to a particular matter should be referred to an Expert for resolution, such
difference or dispute may not be referred to arbitration unless and until such Expert
determination has been sought and obtained.

38.6 Any arbitral award made shall be final and binding on the parties.

39 Governing law

This Agreement will be governed by and construed in accordance with the Law of
Oman.

40 Notices

40.1 Unless otherwise provided in this Agreement, all notices and other communications
required or permitted between the parties by this Agreement shall be in writing and
either hand delivered or sent by pre-paid post or facsimile to the address or number
within Oman of the party concerned as set forth below. No communication shall be
effective until received and such shall be deemed to have been received:

40.1.1 by hand when so delivered;

40.1.2 by post four (4) Omani Business Days after posting, subject to proof
of posting; and

40.1.3 by facsimile upon sending, subject to confirmation of uninterrupted

transmission on transmission report and provided that a hard copy is
promptly dispatched to the recipient in the manner provided in
Clause 40.1.1 or Clause 40.1.2.

Generator: The Buyer:

[●] Rural Areas Electricity Company
PO Box [●] SAOC
Postal Code [●] PO Box 1166
[●] Postal Code 133
Sultanate of Oman Ruwi
Sultanate of Oman
Attention: [●] Attention: Chief Executive Officer
Fax: [●] Fax: +968 242 50729

40.2 Either party may change its nominated address to another address in Oman (but
not to an address in any other country) by giving at least fifteen (15) Days prior
written notice to the other party.

41 Anti-Corruption

41.1 The Generator hereby undertakes that, at the Effective Date, itself, its directors,
officers or employees have not engaged directly or indirectly in any Corrupt
Practices whether involving private individuals or public officials (or agreed or
implied that they will or might do so at any time in the future) in any way
connected with this Agreement and that it has taken reasonable measures to
prevent subcontractors, Contractors, agents or any other third parties subject to its
control or influence from engaging in Corrupt Practices.

71
41.2 The Generator agrees that, at all times in connection with this Agreement and
throughout the Term, it shall, and shall ensure that its directors, officers,
employees, subcontractors, Contractors, agents and other third parties subject to its
control or influence shall:

41.2.1 not engage directly or indirectly in any Corrupt Practices whether

involving private individuals or public officials (or agree or imply that
they will or might do so at any time in the future), and shall report to
the Buyer all instances of such practices that come to its attention in
writing within fourteen (14) Days;

41.2.2 with respect to third parties subject to the control or influence of the
Generator, including but not limited to agents, business development
consultants, sales representatives, customs agents, general
consultants, resellers, subcontractors Contractors, franchisees,
lawyers, accountants or similar intermediaries acting on the
Generator’s behalf in connection with marketing or sales, the
negotiation of contracts, the obtaining of licences, permits or other
authorisations, or any actions that benefit the Generator or
subcontractors in the supply chain:

41.2.2.1 instruct such parties neither to engage directly or

indirectly in, nor to tolerate engaging directly or
indirectly in, any Corrupt Practices whether involving
private individuals or public officials (or agree or imply
that they will or might do so at any time in the future);

41.2.2.2 not use such parties as a conduit for any Corrupt

Practices;

41.2.2.3 hire such parties only to the extent appropriate for the
regular conduct of the Generator’s business; and

41.2.2.4 not pay such parties more than an appropriate

remuneration for their legitimate services;

41.2.3 not breach, and shall not put the Buyer, the Government or any of
their respective officials, employees, officers or directors in breach of,
Sultani Decree No. 112 of 2011.

42 Miscellaneous

42.1 The Buyer waives all rights to claim sovereign immunity (if any) in relation to its
obligations under this Agreement except in connection with:

42.1.1 any pre-judgement attachment or similar proceedings; and

42.1.2 enforcement proceedings which seek to execute against its non-

commercial assets.

42.2 This Agreement constitutes the entire agreement of the parties relating to its
subject matter.

42.3 Each party acknowledges and agrees that, subject to Clause 42.5, it is not, in
entering into the Agreement, relying on and shall have no right of action against the
other party in respect of any Pre-Contractual Representation, which is not expressly
set out in this Agreement.

72
42.4 For the purposes of this Clause 42, a “Pre-Contractual Representation” means
any agreement, arrangement, assurance, draft document, promise, undertaking,
representation or warranty of any person whether or not in writing made or given
by any person prior to execution of this Agreement.

42.5 Notwithstanding the provisions of Clause 42.3, the Generator hereby acknowledges
and agrees that the Buyer is, in entering into this Agreement with the Generator,
relying on the Information and on the continued accuracy, completeness and
truthfulness of the same. The Generator further acknowledges that any breach by
it of the warranty set out at Clause 23.1.4 may result in material loss or damage to
the Buyer and that, therefore, any such breach shall constitute a Wilful Default on
the part of the Generator and shall, as such, give rise to the Buyer’s right to
terminate this Agreement and pursue the Generator for damages.

42.6 Nothing in Clause 42.3, Clause 42.4 or Clause 42.5 shall operate to limit or exclude
liability for fraud.

42.7 No amendments may be made to this Agreement unless they are in writing and
signed by the authorised representative of both parties.

42.8 This Agreement may be executed in any number of counterparts, each of which
when executed shall be an original, but all the counterparts together shall constitute
one document.

42.9 Save as required by Law or any Competent Authority, neither party shall make any
public announcement, issue any press release or make any form of statement to
the public about this Agreement without the prior written consent of the other
party.

42.10 Each party shall bear its own costs in relation to the negotiation and preparation of
this Agreement.

42.11 Nothing in this Agreement shall be construed as creating a partnership or joint

venture of any kind between the parties or as constituting either party as the agent
of the other party for any purpose whatsoever. No party shall have the authority to
bind the other party or to contract in the name of or create a liability against the
other party in any way or for any purpose.

42.12 No delay or omission of any party in exercising any right, power or remedy provided
by Law or under this Agreement shall impair such right, power or remedy or
operate as a waiver thereof. The single or partial exercise of any right, power or
remedy provided by Law or under this Agreement shall not preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.

42.13 Except as expressly provided under this Agreement, the rights and remedies
contained in this Agreement are cumulative and are not exclusive of any other
rights or remedies provided by Law or otherwise.

Signed by the duly authorised representatives of the parties on the date of this Agreement.

73
Signed for and on behalf of
RURAL AREAS ELECTRICITY COMPANY SAOC

By

…………………………………………………………………….

Signed for and on behalf of

[●]

By

…………………………………………………………………….

74
 SCHEDULE A

TESTS

Schedule 1

75
Tests

76
SCHEDULE B

TARIFFS
78
 SCHEDULE C

FORM OF PERFORMANCE BOND

79
 [LETTERHEAD OF THE ISSUING BANK]

Date: _____________________

Irrevocable Standby Letter of Credit No. ___________________

Rural Areas Electricity Company SAOC

PO Box
Postal Code
Ruwi
Sultanate of Oman

Attention: Chief Executive Officer

Dear Sirs

At the request of our client(s), [●] (the “Generator”) which will be executing an agreement
with Rural Areas Electricity Company SAOC (“Tanweer”) on [●] for the commitment of
electrical power generation capacity and the purchase and sale of associated electrical power
(the “PPA”), acting upon its instructions, the undersigned issuing bank (the “Issuing Bank”)
herein establishes this irrevocable stand-by letter of credit (the “Letter of Credit”) in the
amount of OMR 2,500,000 (the “Guaranteed Sum”) issued in favour of Tanweer.

Subject to the other provisions contained in this Letter of Credit, Tanweer may request
payment of the Guaranteed Sum from the Issuing Bank in full (or in such part thereof as may
be demanded) by submitting a written demand on the letterhead of Tanweer and signed by
the chairman of Tanweer (each such request, a “Payment Demand”), specifying the
amount of payment demanded and stating that Tanweer has the right to receive such
payments from the Generator pursuant to the terms of the PPA. For the avoidance of doubt,
Tanweer shall be entitled to submit as many Payment Demands as it deems appropriate, it
being understood that, where the amount demanded under any Payment Demand, or the
aggregate of the amounts demanded under all Payment Demands submitted, exceeds the
Guaranteed Sum, the Issuing Bank shall only be required to pay to Tanweer an amount equal
to the Guaranteed Sum.

The Issuing Bank shall honour each Payment Demand made by Tanweer under the terms of
this Letter of Credit, and agrees to pay the corresponding amount upon first demand and
delivery of any Payment Demand, provided that the form of the Payment Demand and the
manner in which it is submitted conform to the provisions established in the preceding
paragraph and that such Payment Demand is submitted on or before the Expiration Date (as
defined below).

Subject to the terms of this Letter of Credit, each Payment Demand must be submitted during
days and hours when the Issuing Bank is open for business in Oman. The Issuing Bank
agrees to pay the funds requested in each corresponding Payment Demand to Tanweer in
immediately available funds no later than forty eight (48) hours after the hour in which the
Payment Demand was submitted by Tanweer, excluding any hours during days on which the
Issuing Bank is not open for business in Oman, and provided that the documentation
presented satisfies the requirements contained in this Letter of Credit. The Issuing Bank shall
make all payments under this Letter of Credit with its own funds. If the Payment Demand
fails to comply with any of the requirements established in this Letter of Credit, the Issuing
Bank will immediately notify Tanweer in writing at the address listed herein for Tanweer, or
at the address provided in writing by Tanweer to the Issuing Bank for such purpose. The

80
Issuing Bank shall explain in such notice why it rejected the Payment Demand and shall
return the Payment Demand to Tanweer. Tanweer may resubmit any Payment Demand
(whether after an initial or any subsequent rejection). All payments that the Issuing Bank
makes to Tanweer hereunder shall be made by electronic transfer in immediately available
funds to the bank account specified by Tanweer in the corresponding Payment Demand.

This Letter of Credit shall expire on [●] (the “Expiration Date”). Such Expiration Date shall
automatically be extended by that number of days equal to the duration of any event of force
majeure applicable to the Issuing Bank (being an Act of God, riot, civil commotion,
insurrection, war, act of terrorism, strike or lockout or any other cause beyond its control
resulting in an interruption of its business). If, on the last business day for presentation, the
place for presentation is for any reason closed and presentation is not made in a timely
manner because of the closure, then the Expiration Date shall automatically be extended to
the day occurring thirty (30) days after the place for presentation reopens for business.
Tanweer may not submit any Payment Demand to the Issuing Bank once this Letter of Credit
has expired, nor shall the Issuing Bank be obligated to make any payment hereunder in
respect of any Payment Demand submitted after this Letter of Credit has expired.

Tanweer's rights under this Letter of Credit are not transferable.

All charges of the Issuing Bank related to the issuance or performance of this Letter of Credit
(including, but not limited to, the negotiation, payment, extension or transfer hereof) shall be
borne by the Generator and under no circumstances shall be charged to Tanweer by the
Issuing Bank.

Matters not addressed in this Letter of Credit shall be governed by the Uniform Customs and
Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce
Publication No 600 (save that Article 36 thereof shall not apply) (“UCP 600”) and, to the
extent not inconsistent with UCP 600 (as applied by this Letter of Credit), this Letter of Credit
shall be governed by and interpreted in accordance with the laws of Oman. The competent
court of Oman shall have exclusive jurisdiction over any controversy arising hereunder. Any
communication from Tanweer with respect to this Letter of Credit shall be in writing and
delivered by hand, with receipt confirmed, to the address at which Payment Demands are to
be delivered.

Yours faithfully,

[Issuing Bank]

__________________________

Representative of the Issuing Bank

81
 SCHEDULE D

OMANI CONTENT AND MANPOWER PLAN

82
 Omani Content and Manpower Plan

[This Schedule will be completed based on the Bidder’s submission of Appendix L

Bid Form 7 (Omani Content and Manpower Plan), once the submission has been
agreed and amended as required by Tanweer]

1. Contracted Omani Content

The minimum Omani Content for the project is as shown in the following table.

Omani Content

# Description of individual types of % of total Equivalent

equipment or services comprising the project USD amount
Project construction cost

10

11

12

2. SME and Local Tendering Requirements

The Generator shall:

(a) maintain a local procurement office in Oman to act as a focal point for liaison with
local Omani companies to assist the engagement of local Omani companies to take
part in any bidding process;

(b) advertise all tendering for construction materials and construction equipment locally
in Oman;

83
(c) enable bids to be received in Oman in addition to or as an alternative to deliver bids
to the Generator’s central procurement office if located overseas;

(d) submit such information as is requested by the Buyer during the Term to enable the
Buyer to evaluate compliance with the above obligations;

(e) when procuring goods and services for the Project, give preference to small and me-
dium business enterprises in Oman to the extent they offer comparable goods and
services for comparable prices.

3. Manpower Plan

[insert Bidder's Manpower plan]

3.1 The Bidder must comply with the Manpower Plan.

3.2 Twelve months prior to the Scheduled Commercial Operation Date, Generator must
provide a report to the Buyer outlining:

3.2.1 the number of Omani personal that have been employed by the Generator and
the O&M Contractor to date;

3.2.2 the number of Omani personal that Generator expects to employ, and expects
the O&M Contractor to employ, by the Scheduled Commercial Operation Date,
and its plan to ensure such numbers are achieved;

3.2.3 the number of offers to Omani personnel that have been made by Generator and
O&M Contractor to date, the number of such offers accepted, and the reasons for
any rejections; and

3.2.4 Generator and O&M Contractor's updated recruitment plans to attract Omani per-
sonnel in its recruitment requirements;

3.2.5 any proposed updates to the Manpower Plan.

3.3 Upon receiving a report from the Generator under paragraph 3.1 above, the Buyer may
provide comments on the report to the Generator. The Buyer may provide Generator
with relevant information of Omani employees that are employed or have been recently
employed by water and/or electricity projects in Oman who have expiring or recently ex-
pired power and/or water purchase agreement with the Buyer.

3.4 If the Buyer provides comments or information pursuant to paragraph 3.13.3 above,
Generator must use reasonable endeavours to update the above Manpower Plan to max-
imise the number of Omani employees that it will make offers of employment to, consid-
ering the information provided by the Buyer. All offers of employment to Omani em-
ployees contained in the information provided pursuant to paragraph 3.1 above shall be
on terms that are no less favourable than the terms of the relevant employees’ existing
or recently expiring employment contracts.

84
3.5 Notwithstanding the above, the Generator shall comply with the Law in respect of
Omanisation, specifically in accordance with Ministerial Decision 450/2019 as amended
from time to time.

4. Sector Employees4

4.1 In addition to Generator's obligations under paragraph 3 above, the Generator shall en-
sure that either it, or the O&M Contractor, recruits or redeploys all Omani employees
that were employed at the Existing DG Assets prior to bid submission by the expiry of
Contract Year Zero. Offers of employment shall be on terms that are no less favourable
than the terms of the relevant employees’ existing employment contracts.

4.2 As an exception to recruiting or redeploying such employees in paragraph 4.1 above, the
Generator may negotiate satisfactory severance payments with such employees.

4.3 The Buyer may, at any time during the Term, request evidence from the Generator of its
compliance with its obligations under this paragraph and the Generator must provide
such evidence within ten (10) Omani Business Days.

5. Training Programme

5.1 Generator is required to conduct a training program to ensure adequate knowledge

transfer relating to the project to Buyer and their employees. The training program
should cover both training and qualification of at least 12 participants (6 each) over two
years . The objective of the training program is to ensure that the participants will have
comprehensive knowledge for the development of hybrid power plants.

5.2 The frequency of training should be aligned with Buyer and their employees. However,
the training program should at least include four training sessions or workshops per
year.

5.3 The training program should be designed such that it covers both the practical as well as
theoretical aspects of the Project. The practical side of the training shall include on the
job training and site inspections. This should be supplemented by classroom sessions to
give an in-depth understanding of the various phases involved in the project and if
required also include software/computer-assisted training.

5.4 The training program will cover the following but not limited to:

5.4.1 The technical basics of the hybrid power plants such the PV modules, inverters,
design, mounting structures, basic electronics and grid integration.

5.4.2 The technical basics of a hybrid power plan operational and maintenance services,
monitoring and control systems and scope.

5.4.3 The permits and licensing, regulations, and any local law involved in the
development of the project.

5.4.4 Environmental, health and safety requirements.

4
Note to Bidders – Buyer is collating high level information regarding the existing employment at Site and will make
this information available on a non-reliance basis by way of an Addendum.

85
5.5 Generator shall develop a training program that is in line with the qualifications and
requirements of Buyer. A pre-evaluation test should be conducted to access the
knowledge level of such personnel.

5.6 The majority of the training should be conducted in Muscat, however it may be carried
out at Site. Apart from covering the technical aspects of the project, the training should
also cover environmental, health and safety requirements.

5.7 The objective of the knowledge transfer programme is to enable the Buyer staff/team to
be technically competent in designing and operating hybrid plants.

5.8 For the implementation of the training program, Generator should provide a proposal
with the training aspects/modules and schedule.

86
 SCHEDULE E

CONSTRUCTION PROGRAMME

87
 CONSTRUCTION PROGRAMME

[Note to Bidders - The following table will be updated prior to the Effective Date with fixed dates,
based on the number of months after the signing date of the PPA]

Milestones for Construction

Milestone Scheduled Date

1 2 3 4 5 6 7 8 9 10 11

Issue of Notice to Proceed (Construction 5 months 5 months

Milestone)

Scheduled Handover Date of Existing 8 months 8 months

DG Assets (Handover Milestone)

PPA Amendment To be agreed later To be agreed

later

Scheduled Commencement Date for 8 months 8 months

Plant Acceptance Test

Scheduled Commercial Operation Date

(Operation Milestone) 18 months 24 months

Last Commercial Operation Date The date which is 150 Days after the Scheduled
Commercial Operation Date.

Batch 1 Batch 2

1- Mazyounah 9- Mittan
2- 10- Hallanyiat
Khuwaimah
11- Farshat Qtbeet
3- Madha
4- Hasik
5- Masirah
6- Al Khadrah
7- Masrooq
8- Hitam

Liquidated Damages applicable to Clause 8.3.

Site LDs Per Day (in OMR)

Mazyounah 2,900

Khuwaimah 1600

88
Site LDs Per Day (in OMR)

Madha 1100

Hasik 850

Masirah 4,800

Al Khadrah 2,200

Masrooq 350

Hitam 850

Mittan 750

Hallaniyat 300

Farshat Qtbeet 800

89
 SCHEDULE F

MINIMUM FUNCTIONAL SPECIFICATION

90
 SCHEDULE G

DELIVERY POINTS

91
 DELIVERY POINTS

1 DIESEL DELIVERY POINTS

Means the outlet valve of each Fuel Storage Facilities at each of the Site, as metered in accordance
with Buyer’s requirements.

2 ELECTRICAL DELIVERY POINTS

Each of the Plants will have one or more Electrical Delivery Points, the point at which the Plant con -
nects with the RAECO System.

3 POWER BLOCK METERING POINTS

Each of the Plants will have multiple Power Block Metering Points, one for each of the Diesel Generat-
ors, PV and BESS. The net output of each generation source (after all unit auxiliary loads and step-up
transformer) shall be measured on the incoming feeder using a tariff meter.

The outgoing feeders of the substation/switchboard that connect to the RAECO System, shall each be
equipped with a tariff meter. The plant common auxiliary loads shall be equipped with a tariff meter
as well.

These concepts are illustrated in Figure 1.

Explanation of Figure 1: "M" signifies tariff metering point. "DG" signifies Diesel Generators. The "X"
marks are for the breakers. IPP shall be responsible to conduct a due diligence of all existing switch-
yard equipment and confirm the metering arrangements at the outgoing lines that connect to the
RAECO System.

Figure 1: Electrical connection and power block metering

The metering requirements are specified in more detail in PPA Schedule F (MFS) Section 17 (Metering
and Interconnection).

92
 SCHEDULE H

DIRECT AGREEMENT

93
 DATED [●]

RURAL AREAS ELECTRICITY COMPANY SAOC

as Buyer

[●]
as Generator

[●]
as Offshore Trustee

[●]
as Onshore Agent

DIRECT AGREEMENT

relating to the Hybrid IPP Power Purchase Agreement

94
DATED [●]

PARTIES

(1) RURAL AREAS ELECTRICITY COMPANY SAOC a closed joint stock company
incorporated under the laws of the Sultanate of Oman having its postal address at PO
Box , Postal Code , Ruwi, Sultanate of Oman (the “Buyer”)

(2) [●] a [●] incorporated under the laws of the Sultanate of Oman having its postal
address at [●], Sultanate of Oman (the “Generator”)

(3) [●] as agent and trustee for and on behalf of the Lenders a company incorporated
under the laws of [●] whose registered office is at [●] (the “Offshore Trustee”)

(4) [●] as agent and trustee for and on behalf of the Lenders a company incorporated
under the laws of [●] whose registered office is at [●] (the “Onshore Agent”)

BACKGROUND

(A) The Buyer and the Generator have entered into a power purchase agreement of even
date herewith (the “Power Purchase Agreement”), pursuant to which the
Generator has agreed to make available to the Buyer the Demonstrated Power
Capacity and to sell to the Buyer the associated Electrical Energy, in each case in
accordance with the terms of the Power Purchase Agreement.

(B) In order to facilitate the Generator in raising finance from the Lenders in connection
with the Power Purchase Agreement, the Buyer has consented to enter into this
Direct Agreement with the Trustees on behalf of the Lenders, which sets forth certain
rights and obligations of the Buyer, the Generator and the Lenders (the Buyer, the
Lenders, the Trustees and the Generator being sometimes hereinafter referred to
individually as a “Party” and collectively as the “Parties”).

OPERATIVE PROVISIONS

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Additional Obligor” means any of:

(a) the Trustee;

(b) any liquidator, receiver, administrator, custodian or other similar official

appointed pursuant to the Relevant Security Document; or

(c) a company which is controlled or appointed by any of the Lenders, is

authorised to carry on business in the Sultanate of Oman and which has
been previously approved by the Buyer in writing (such approval not to be
unreasonably withheld where the relevant third party is able to demonstrate
to the satisfaction of the Buyer that it has the legal capacity and authority
and the technical and financial resources available to it to enable it to enter
into, assume and perform the obligations of the Generator under the Power
Purchase Agreement).

95
“Assumption Date” means subject to Clause 5.6 (No effect ), the date on which the
Trustee gives the relevant Step-in Notice.

“Business Day” means a day on which banks and other financial institutions are
open for business in [●] and Muscat.

“Confidential Information” has the meaning given to it in

Clause 14.1 (Confidential ).

“Default Notice” has the meaning given to it in Clause 2.1.2.

“Effective Date” has the meaning given to it in Clause 6.2 (Novation ).

“Enforcement Action” means

(a) the taking of any steps to wind up the Generator;

(b) the taking of any steps to appoint a liquidator, receiver, administrator,

custodian or other similar official of the Generator or any material part of its
undertaking or assets;

(c) the taking of any steps to remove a Site from the Project pursuant to Clause
30 of the PPA, or

(d) the taking of any steps to terminate, cancel or to accept as repudiated the
Power Purchase Agreement or to suspend performance of any material
obligation under the Power Purchase Agreement.

“Enforcement Action Notice” has the meaning given to it in Clause 2.2.4(a).

“Event of Default” has the meaning ascribed thereto in the Facility Agreement.

“Facility Agreement” means the loan agreement to be entered into between, inter
alia, the Generator, the Offshore Trustee, the Onshore Agent (each as defined in the
Facility Agreement) and the Lenders.

“Funding Documents” means the Facility Agreement, the Security Documents and
such other documents to be entered into by the Generator and the Lenders which set
out the terms under which the Lenders are making financing available to the
Generator for the purposes of the Project.

“ICC Rules” has the meaning given to it in Clause 12.2 (ICC Rules ).

“Lenders” means the third party financial institution(s) (but not any Founder or any
Affiliate of any Founder) which will provide loans or extends credit or other financing
to the Generator for the implementation of the Project.

“Novation Notice” has the meaning given to it in Clause 6.1 (Proposal for

novation ).

“Referrer” has the meaning given to it in Clause 12.3.3.

“Relevant Security Document” means the Security Documents pursuant to which

the Generator assigns to Lenders by way of security the Generator’s interest in the
Power Purchase Agreement.

“Revival Date” has the meaning given to it in Clause 7 (REVIVAL OF REMEDIES ).

96
 “Security Document” means any document granting any security interest for
payment of the Loan (as defined in the Facility Agreement) to the Trustee as security
trustee for the Lenders and any direct agreement in relation to the Project.

“Step-in Notice” means a notice from the Trustee to the Buyer stating that an
Additional Obligor is to become a party to the Power Purchase Agreement on and
from the Assumption Date.

“Step-in Period” means the period from and including the Assumption Date to and
including the earlier of the Effective Date and the Step-out Date.

“Step-out Date” has the meaning given to it in Clause 5.4 (Step-out Date).

“Step-out Notice” has the meaning given to it in Clause 5.4 (Step-out Date).

“Substitute” means any third party which is authorised to carry on business in the
Sultanate of Oman and which has been previously approved by the Buyer in writing
(such approval not to be unreasonably withheld where the relevant third party is able
to demonstrate to the satisfaction of the Buyer that it has the legal capacity and
authority and the technical and financial resources available to it to enable it to enter
into, assume and perform the obligations of the Generator under the Power Purchase
Agreement).

“Suspension Period” means the applicable period described in

Clause 3.1 (Suspension Period ).

“Transfer Certificate” has the meaning given to it in Clause 6.2 (Novation) and

“Trustees” means the Offshore Trustee and the Onshore Agent and any reference
herein to the “Trustee” shall be a reference to either of them, as applicable.

1.2 Incorporation of definitions

Words and phrases defined and construed in the Power Purchase Agreement shall
have the same meaning and construction in this Direct Agreement unless expressly
modified pursuant to the terms hereof, in which event such modified meaning shall
prevail.

1.3 Conflict

In the event of any conflict between any provision of this Direct Agreement and any
provision of the Power Purchase Agreement, the provisions of the Power Purchase
Agreement shall prevail.

1.4 Trustee

Unless otherwise specified, any requirement in this Direct Agreement for the Buyer to
serve a notice, or obtain a consent from, or otherwise deal with the Trustee , under or
in connection with this Direct Agreement shall be complied with by the Buyer if it
gives the relevant notice, or obtains the relevant consent from, or otherwise deals
with, the Onshore Agent or the Offshore Trustee, as appropriate.

1.5 References to a Party

Any reference to a Party shall include its permitted successors, transferees and
assigns.

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2 ASSIGNMENT

2.1 Notice of assignment

The Generator hereby gives notice to the Buyer that:

2.1.1 pursuant to the Relevant Security Document, the Generator has assigned or will
assign by way of security to the Trustee all of its rights, title and interest in and to
and the benefit of, among other things, the Power Purchase Agreement;

2.1.2 pursuant to the Relevant Security Document, the Trustee has agreed that, until such
time as it has notified the Generator in writing that by reason of the occurrence of an
Event of Default all or any of the rights of the Lenders under the Security Documents
are enforceable (which the Trustee agrees promptly to notify to the Buyer pursuant
to a notice (a “Default Notice”)), the Generator may exercise all of its rights and
powers under the Power Purchase Agreement;

2.1.3 the Buyer is hereby authorised and instructed to make all payments due or which
may become due from the Buyer under or arising from the Power Purchase
Agreement to the account designated by the Trustee or to such other account
(whether inside or outside of the Sultanate of Oman) as the Trustee may from time
to time direct by notice to the Buyer and the Generator irrevocably agrees that,
where the Trustee so specifies payment to a different account, the account so
specified shall be accepted by the Generator as the appropriate account for payment
and sums paid to such account shall be treated as sums paid in accordance with the
Power Purchase Agreement; and

2.1.4 the authority and instruction contained in Clause 2.1.3 above cannot be revoked or
varied without the prior written consent of both Trustees, and the Buyer shall make
all payments due or which may become due from the Buyer under or arising from the
Power Purchase Agreement in accordance with such authority and instruction and
payments so made shall pro tanto satisfy any and all obligations of the Buyer under
the Power Purchase Agreement in respect of such payments.

2.2 Acknowledgement of assignment

By execution of this Direct Agreement, the Buyer hereby:

2.2.1 acknowledges receipt of the notice of the assignment under the Relevant Security
Document provided by the Generator pursuant to Clause 2.1 (Notice of assignment)
of this Direct Agreement and confirms that:

(a) it has not received any other notice relating to the rights, title and interest of
the Generator in and to the Power Purchase Agreement;

(b) it has not received any notice of, nor has it consented to, any previous
assignment, transfer, or other lien by the Generator of all or any part of its
rights under the Power Purchase Agreement;

2.2.2 agrees that it will not consent to any further assignment, transfer or lien by the
Generator under the Power Purchase Agreement;

2.2.3 consents to the entry into and creation of the assignment under the Relevant Security
Document;

2.2.4 undertakes:

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 (a) to notify both Trustees of its intention to take Enforcement Action and
specifying the events or circumstances entitling it to do so (an
“Enforcement Action Notice”) including, without limitation, its intention to
remove a Site from the Project pursuant to Clause 30 or terminate the Power
Purchase Agreement pursuant to Clause 31 thereof;

(b) following receipt of a Default Notice pursuant to Clause 2.1.2 or the issue of

an Enforcement Action Notice, to accept as valid any notices or demands
given or made by the Trustee under, and in accordance with the terms of,
the Power Purchase Agreement in place of the Generator;

(c) following receipt of a Default Notice pursuant to Clause 2.1.2 or the issue of

an Enforcement Action Notice, to accept performance of any of the
obligations of the Generator under, and in accordance with the terms of, the
Power Purchase Agreement which is procured by or on behalf of the Trustee
as performance by the Generator;

(d) to pay any amount due from the Buyer to the Generator under the Power
Purchase Agreement in accordance with the provisions of Clause 2.1.3;

(e) save for all rights of set-off and counterclaim expressly provided for in the
Power Purchase Agreement or arising by operation of law, waives all rights of
set-off or counterclaim which the Buyer may have against the Generator in
respect of any payments due by the Buyer under the Power Purchase
Agreement and agrees to make all such payments free and clear of, and
without any deduction for or on account of, any such set-off or counterclaim;

(f) save as provided in this Direct Agreement, agrees and accepts that none of
the Lenders or their agents or representatives shall have any obligations
(whether in place of the Generator or otherwise) under the Power Purchase
Agreement; and

(g) agrees not to make or agree to any material amendment to the Power
Purchase Agreement without the prior consent of the Trustee (such consent
not to be unreasonably withheld or delayed).

3 SUSPENSION

3.1 Suspension Period

Following:

3.1.1 service by the Buyer on both Trustees of an Enforcement Action Notice pursuant to
Clause 2.2.4(a) and notification from the Trustee to the Buyer within five Business
Days thereof that it wishes there to be a Suspension Period; and/or

3.1.2 service by the Trustee on the Buyer of a Default Notice pursuant to Clause 2.1.2;

the Buyer undertakes that, subject to Clause 7 (REVIVAL OF REMEDIES), it shall not

take any Enforcement Action until the expiry of a period of 90 days after the date on
which the relevant Enforcement Action Notice or, as the case may be, Default Notice
was served (the “Suspension Period”).

3.2 Enforcement Action

The Buyer undertakes:

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3.2.1 not to take any Enforcement Action in relation to any relevant event or circumstance
or breach or default at the end of the Suspension Period relating thereto:

(a) if the Buyer is satisfied that such event or circumstance no longer subsists; or

(b) if in respect of any breach or default under the Power Purchase Agreement,
the Buyer is satisfied that such breach or default has been remedied,
provided that where such breach or default is a failure to achieve or a failure
to demonstrate an ability to achieve the Commercial Operation Date by the
Last Commercial Operation Date, then such breach or default shall be
deemed to have been remedied if the Commercial Operation Date has
occurred by the end of the Suspension Period; or

(c) subject as provided in Clause 5.3 (Enforcement Action during Step-in Period )

and Clause 6.2 (Novation), if there has been a Step-in Notice and no Step-
out Notice or there has been a Novation Notice; and

in each such case, any damages due and payable to the Buyer resulting from such
event or circumstance or breach or default, as the case may be, and notified in
accordance with Clause 4.1 (Statement of outstanding obligations ) have been paid or
a bank guarantee or other assurance of payment satisfactory to the Buyer, acting
reasonably, has been provided in respect of any damages which may become due
and payable in respect of such breach or default; and

3.2.2 to continue to comply with its obligations under the Power Purchase Agreement to
pay the Power Capacity Charge (to the extent that the Plant is available) and the
Electrical Energy Charge in relation to Electrical Energy Delivered during any
Suspension Period provided that, for the avoidance of doubt, the Buyer’s other
obligations under the Power Purchase Agreement shall be suspended during the
relevant Suspension Period, save those obligations required to be performed by the
Buyer in order to ensure the Generator can continue to operate the Plant and act as a
Reasonable and Prudent Operator.

4 OUTSTANDING OBLIGATIONS

4.1 Statement of outstanding obligations

Within 30 days after the date of receipt by the Trustees of an Enforcement Action
Notice or the service by the Trustee of a Default Notice or a Novation Notice, the
Buyer shall deliver to the Trustee details of:

4.1.1 all amounts that, so far as the Buyer is aware, are due and payable to the Buyer
under the Power Purchase Agreement as at the date of the Enforcement Action
Notice, Default Notice or the Novation Notice (as applicable) but remaining unpaid on
the relevant date;

4.1.2 all amounts that, so far as the Buyer is aware, are to become due and payable to the
Buyer under the Power Purchase Agreement during the remainder of the Suspension
Period or from the date of the Novation Notice until the relevant Effective Date (as
applicable); and

4.1.3 all outstanding claims by the Buyer of which it is aware under or pursuant to the
Power Purchase Agreement against the Generator whether arising out of or in
connection with any breach or default or otherwise specifying:

(a) the provisions of the Power Purchase Agreement under or in respect of which
such claim arises;

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 (b) such information as is available to the Buyer in relation to the acts or
omissions of the Generator giving rise to such claim;

(c) in respect of any breach or default, the steps which the Buyer considers are
required to remedy such breach or default and the time which might
reasonably be required to take such steps; and

(d) the amount of any monetary claim and the basis of calculation thereof.

During such 30 day period, and without prejudice to the terms of

Clause 4.3 (Conclusive Evidence), the Buyer shall co-operate with the Trustee with a
view to assessing whether there are any amounts or claims that have not been
included in the details provided to the Trustee under this Clause 4.1 (Statement of
outstanding obligations) so that the Trustee is better able to evaluate the potential
amounts and claims that the Additional Obligor or Substitute will be responsible for
following the relevant Assumption Date or, as the case may be, Effective Date.

4.2 Adjustment

If, following the end of any 30 day period referred to in Clause 4.1 (Statement of

outstanding obligations) but before the relevant Assumption Date or, as the case may
be, Effective Date, the Buyer becomes aware of (and notifies the Trustee accordingly
of) any amounts and/or outstanding claims which would have been notified by the
Buyer to the Trustee pursuant to Clause 4.1 (Statement of outstanding obligations )
had the Buyer been aware of the same at the relevant time, such amounts and/or
outstanding claims shall be treated as having been notified by the Buyer to the
Trustee during such 30 day period pursuant to Clause 4.1 (Statement of outstanding
obligations) for the purposes of this Direct Agreement.

4.3 Conclusive Evidence

Without prejudice to the rights of the Buyer to pursue any claims against the
Generator following the Revival Date (if any), any Additional Obligor and any
Substitute shall be liable to the Buyer in respect of any claims by the Buyer arising
before the Assumption Date or, as the case may be, the Effective Date which were
not disclosed by the Buyer pursuant to Clause 4.1 (Statement of outstanding
obligations) and shall be paid by the Additional Obligor or Substitute, as the case may
be, to the Buyer within five days of being disclosed to the Additional Obligor or the
Substitute, as the case may be.

5 STEP-IN AND STEP-OUT

5.1 Step-in Notice

At any time during any Suspension Period, the Trustee may deliver a Step-in Notice
to the Buyer.

5.2 Rights and Obligations of Additional Obligor

On and from the Assumption Date:

5.2.1 the Additional Obligor shall become a party to the Power Purchase Agreement with all
of the rights of the Generator thereunder and jointly and severally liable with the
Generator for all of its obligations thereunder whether arising before, on or after the
Assumption Date; and

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5.2.2 as between the Generator, the Buyer and the Additional Obligor, only the Additional
Obligor shall be authorised to deal with the Buyer and to exercise the rights of the
Generator under the Power Purchase Agreement and the Buyer shall only be
discharged of its obligations under the Power Purchase Agreement to the extent that
such obligations are performed in favour of the Additional Obligor.

5.3 Enforcement Action during Step-in Period

Without prejudice to Clause 3.1 (Suspension Period), during the Step-in Period, the

Buyer shall not take any Enforcement Action in respect of events or circumstances
arising:

5.3.1 before the Assumption Date; or

5.3.2 to the extent the events or circumstances are the same or substantially the same as
the events or circumstances contemplated by the Event of Default giving rise to a
Default Notice, after the Assumption Date;

if, as soon as reasonably practicable after the Assumption Date, to the reasonable
satisfaction of the Buyer:

(a) where such breach or default is capable of remedy or cure, it is remedied or

cured and amounts (if any) notified to the Trustee under
Clause 4.1 (Statement of outstanding obligations ) as payable to the Buyer in
respect thereof are paid when due; and

(b) where such breach or default is not capable of remedy or cure, and without
prejudice to the terms of Clause 5.2 (Rights and Obligations of Additional
Obligor), all reasonable steps have been taken to mitigate its effect.

5.4 Step-out Date

The Additional Obligor may, at any time during the twelve month period following the
Assumption Date, give the Buyer notice in writing terminating (the “Step-out
Notice”) the Additional Obligor’s obligations and rights under the Power Purchase
Agreement as and from a date (the “Step-out Date”) being a date falling not earlier
than 30 days after the date of the notice provided that the Additional Obligor may not
so terminate its obligations under the Power Purchase Agreement, and the Step-out
Date shall not occur, unless it has discharged all of its obligations under the Power
Purchase Agreement that are existing or outstanding as at the Step-out Date.

5.5 Release

On and from the earlier of the Step-out Date and the Effective Date, the Additional
Obligor shall be released from all obligations under the Power Purchase Agreement
and shall not be entitled to exercise any rights thereunder.

5.6 No effect

On or before an Assumption Date, the Additional Obligor shall pay to the Buyer all
amounts and/or outstanding claims which have been notified by the Buyer pursuant
to Clause 4 (OUTSTANDING OBLIGATIONS) and which have as at the date of
payment been quantified. If no such payment is made on or before the relevant
Assumption Date, such Assumption Date shall, notwithstanding any other provision of
this Direct Agreement, be postponed until, and shall be deemed to occur on, the date
on which the Additional Obligor makes such payment.

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5.7 No Termination event

The appointment of an Additional Obligor in accordance with the terms and

conditions of this Clause 5 (STEP-IN AND STEP-OUT), subject to the terms of
Clause 7 (REVIVAL OF REMEDIES), shall not constitute a termination event in
accordance with Clause 31.1 of the Power Purchase Agreement.

6 NOVATION

6.1 Proposal for novation

At any time:

6.1.1 during any Suspension Period; or

6.1.2 during a Step-in Period,

the Trustee may give notice (a “Novation Notice”) to the Buyer that the Substitute
shall assume the obligations of the Generator under the Power Purchase Agreement
and specifying the date on which such assumption is to be effected.

6.2 Novation

The novation contemplated in the Novation Notice shall be effected by the delivery to
the Buyer of a duly completed and duly executed certificate substantially in the form
of the Schedule hereto (the “Transfer Certificate”), in which event, subject to
Clause 6.3 (No effect), on the first Omani Business Day after the date of delivery of
such Transfer Certificate to the Buyer (the “Effective Date”):

6.2.1 the Generator and the Buyer shall each be released from further obligations to the
other under the Power Purchase Agreement and their respective rights against each
other shall be cancelled (such rights and obligations being referred to in this
Clause 6.2 (Novation) as discharged rights and obligations);

6.2.2 the Buyer and the Substitute shall each assume obligations towards each other
and/or acquire rights (which shall include the rights and obligations of the Generator
which arose prior to the Effective Date) against each other which differ from such
discharged rights and obligations only insofar as the Buyer and the Substitute have
assumed and/or acquired the same in place of the Buyer and the Generator; and

6.2.3 the Buyer shall not take any Enforcement Action in respect of events or
circumstances arising:

(a) before the Effective Date; or

(b) to the extent the events or circumstances are the same or substantially the
same as the events or circumstances contemplated by the Event of Default
giving rise to a Default Notice, after the Effective Date,

if, as soon as reasonably practicable after the Effective Date, to the reasonable
satisfaction of the Buyer:

(c) where such breach or default is capable of remedy or cure, it is remedied or

cured and amounts (if any) notified to the Trustee under
Clause 4.1 (Statement of outstanding obligations ) as payable to the Buyer in
respect thereof are paid when due; and

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 (d) where such breach or default is not capable of remedy or cure, and without
prejudice to the terms of Clause 6.2.2, all reasonable steps have been taken
to mitigate its effect.

6.3 No effect

On or before an Effective Date, the Substitute shall pay to the Buyer all amounts
and/or outstanding claims notified by the Buyer pursuant to Clause 4 (OUTSTANDING
OBLIGATIONS). If no such payment is made on or before the relevant Effective
Date, such Effective Date shall, notwithstanding any other provision of this Direct
Agreement, be postponed until, and shall be deemed to occur on, the date on which
the Substitute makes such payment.

7 REVIVAL OF REMEDIES

If an Enforcement Action Notice or a Default Notice has been given and:

7.1 either no Step-in Notice has been given or no Novation Notice has been given prior to
the expiry of the Suspension Period relative to that Enforcement Action Notice or, as
the case may be, Default Notice; or

7.2 a Step-out Date occurs prior to or upon the expiry of the Suspension Period relating
to that Enforcement Action Notice or, as the case may be, Default Notice,

then the Buyer, in the case of Clause 7.1, on and after the expiry of the Suspension
Period and, in the case of Clause 7.2, on and after the Step-out Date (the “Revival
Date”) shall be entitled to:

7.2.1 act upon any and all grounds for termination in respect of breaches or defaults not
remedied or waived available to it in relation to the Power Purchase Agreement;

7.2.2 pursue any and all claims and exercise any and all remedies against the Generator;
and

7.2.3 take any other Enforcement Action.

8 NOTICES

8.1 In writing

Any notice to be served pursuant to the provisions of this Direct Agreement shall be:

8.1.1 made in the English language;

8.1.2 made in writing;

8.1.3 delivered personally (by hand delivery or courier) to the address of another Party as
shown below or to such other address as another Party shall by notice require or sent
by facsimile transmission (with receipt of transmission confirmation) to the facsimile
number of another Party which is shown below or to such other facsimile number as
a Party shall by notice require. Any notice or other communication made by one
Party to the other Party in accordance with the foregoing provisions of this
Clause 8.1 (In writing) shall be deemed received by the other Party, if delivered by
hand or by courier, on the day on which it is left at that Party’s address, or, if sent by
facsimile transmission, on the next Business Day following the day on which it is sent
to that Party’s address.

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8.2 Address for service

The address for service of notices shall be as set out below or such other address as
the Party on whom the notice is to be served has notified in writing to the Party
serving the notice.

The Offshore Trustee:

[●]

Fax: [●]

Attention: [●]

The Onshore Agent:

[●]

Fax: [●]

Attention: [●]

The Buyer:

Rural Areas Electricity Company SAOC

PO Box
Postal Code
Ruwi
Sultanate of Oman

Fax: +[●]

Attention: Chief Executive Officer

The Generator:

[●]

Fax: [●]

Attention: [●], Chief Executive Officer

9 MISCELLANEOUS

9.1 Buyer liabilities

Except as expressly provided in this Direct Agreement, nothing:

9.1.1 in this Direct Agreement or in the arrangements contemplated thereby; or

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9.1.2 arising as a result of the exercise by the Trustee, the Lenders, any Additional Obligor
and/or any Substitute of any rights given to any such party under or pursuant to this
Direct Agreement,

shall in any way:

(a) affect any limitation or exclusion of the Buyer’s liability to the Generator
under the Power Purchase Agreement which exclusions and limitations of
liability are hereby incorporated into this Direct Agreement ( mutatis
mutandis);

(b) increase the total amount of any liability the Buyer may have (whether to the
Generator, the Trustee (for itself, or as agent or trustee for the Generator),
any Additional Obligor and/or any Substitute above the amount of any
liability it may have to the Generator under the Power Purchase Agreement;
or

(c) make the Buyer liable to the Generator, the Trustee, the Lenders, any
Additional Obligor and/or any Substitute to any greater extent or for any
longer duration than the Buyer would have been liable to the Generator
under the Power Purchase Agreement.

9.2 No assignment

No Party hereto shall assign or transfer any part of its respective rights or obligations
under this Direct Agreement without the written consent of the other Parties,
provided that the Trustee may assign or transfer its rights and obligations to a
successor Trustee under the Funding Documents without the consent of the Buyer
and the Generator.

9.3 No waiver

The failure of a Party to enforce an obligation or to exercise any right under this
Direct Agreement shall not be considered to be a waiver save when the same has
been expressly waived in writing. Any written waiver at any time by a Party of its
rights with respect to the non-compliance of the other Party with its obligations under
this Direct Agreement or with respect to any other matter arising in connection with
this Direct Agreement shall not be deemed a waiver with respect to any subsequent
non-compliance or other matter. Except as expressly provided in this Direct
Agreement, any delay in asserting or enforcing any right hereunder shall not be
deemed a waiver of such right. The rights and remedies under this Direct Agreement
may be exercised as often as necessary and are cumulative and not exclusive of any
rights or remedies provided by law.

9.4 Continuing nature of obligations

This Direct Agreement shall remain in full force and effect until the date on which all
liabilities and obligations of the Generator to make any payments under the Facility
Agreement are discharged in full.

9.5 Declaration of trust

The benefit of this Direct Agreement (including the warranties and undertakings and
any sum received by the Trustee pursuant to this Direct Agreement) shall be held by
the Trustee upon and subject to the terms of the Facility Agreement for the benefit of
the Lenders.

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9.6 Entire agreement

The terms and provisions contained in this Direct Agreement constitute the entire
agreement between the Buyer and the Lenders on the matters addressed herein, and
supersede all previous communications, representations or agreements, either verbal
or written, between the Parties with respect to the subject matter hereof.

9.7 Amendments

No modification of this Direct Agreement shall be valid unless it is in writing and

signed by the Parties.

10 GOVERNING LAW AND GOVERNING LANGUAGE

10.1 Governing law

This Direct Agreement shall be governed by and construed in accordance with the
Laws of the Sultanate of Oman.

10.2 Governing language

The governing language of this Direct Agreement shall be the English language.

11 SOVEREIGN IMMUNITY

The Buyer waives all rights to claim sovereign immunity in relation to its obligations
under this Direct Agreement.

12 ARBITRATION

12.1 Refer to arbitration

In the event that the Parties, notwithstanding the use of reasonable endeavours to
do so, are unable to resolve a difference or dispute between them arising out of or in
connection with this Direct Agreement (including, without limitation, any question
regarding its existence, validity or termination) within 30 days of such difference or
dispute arising, then any Party shall be entitled to require that such matter be
referred to arbitration for resolution.

12.2 ICC Rules

Where a Party wishes to refer a matter to arbitration in accordance with this Direct
Agreement, it shall serve a written notice on the other party to that effect and the
Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”)
shall govern such arbitration save to the extent that the same are inconsistent with
the express provisions of this Direct Agreement.

12.3 Conduct of arbitration

Any arbitration conducted in accordance with this Clause 12 (ARBITRATION) shall be

conducted:

12.3.1 in the city of Muscat in Oman;

12.3.2 in English; and

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12.3.3 by a panel of three arbitrators, one of whom shall be appointed by the party referring
the relevant dispute to arbitration (the “Referrer”), one of whom shall be appointed
by the party with whom the Referrer has the relevant dispute and the third of whom
(who will act as the Chairman of the arbitration panel) shall be agreed between the
parties appointing the other two members of the arbitration panel provided that, in
the event of a failure to agree, the third member of the arbitration panel shall be
appointed in accordance with the ICC Rules.

12.4 Arbitral award

Any arbitral award made shall be final and binding on the Parties.

13 SEVERABILITY

The validity or enforceability of any provision of this Direct Agreement shall not affect
the validity or enforceability of any other provision set forth herein.

14 CONFIDENTIALITY

14.1 Confidential

Subject to Clause 14.2 (Permitted disclosure), each Party shall, at all times during

and after the continuance of this Direct Agreement, hold confidential and not disclose
to any third party and use only for the purposes of the Project and this Direct
Agreement all confidential information, reports or documents relating to the Project
received by it pursuant to, or in the course of the negotiations leading to, this Direct
Agreement (“Confidential Information”).

14.2 Permitted disclosure

A Party shall be permitted to disclose Confidential Information:

14.2.1 to its auditors or professional advisers;

14.2.2 if required to do so by law or if required in connection with any legal proceedings;

and

14.2.3 to each of the Lenders (or any prospective lenders) and their respective professional
advisers subject to the relevant Party obtaining from the recipient of such
Confidential Information an undertaking substantially in the terms of
Clause 14.1 (Confidential).

14.3 Exceptions

Nothing in Clause 14 (CONFIDENTIALITY) shall apply to any information, reports or

documents which shall have come into the public domain (otherwise than in
consequence of a breach of Clause 14.1 (Confidential). Nor shall
Clause 14.1 (Confidential) apply to any information, report or document received in
good faith by a Party otherwise than from any of the Parties or a person acting on a
Party’s behalf.

This Agreement has been entered into on the date stated at the beginning of this
Agreement.

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 Form of Transfer Certificate

To: Rural Areas Electricity Company SAOC

Transfer Certificate

1 Relating to the Power Purchase Agreement dated [●] between Rural Areas Electricity
Company SAOC (the “Buyer”), and [●], a closed joint stock company incorporated
under the laws of the Sultanate of Oman (the “Generator”).

2 Terms defined in the Direct Agreement dated [●] between the Buyer, the Generator,
[●] (as agent and offshore trustee) and [●] (as onshore agent) (the “Direct
Agreement”) shall, subject to any contrary indication, have the same meaning
herein.

3 The Trustee requests that the Substitute accepts and procures the transfer to the
Substitute of all of the rights, title and interest of and all of the obligations of the
Generator under the Power Purchase Agreement and the Direct Agreement by
countersigning and delivering this Transfer Certificate to the Buyer at its address for
the service of notices specified in the Direct Agreement.

4 The Substitute hereby requests the Buyer to accept this Transfer Certificate as being
delivered to the Buyer pursuant to and for the purposes of clause 6.2 of the Direct
Agreement so as to take effect in accordance with the terms thereof on the Effective
Date or on such later date as may be determined in accordance with the terms
thereof.

5 The Substitute warrants that it is has received a copy of the Power Purchase
Agreement together with such other information as it has required in connection with
this transaction and that it has not relied and will not hereafter rely on the Trustees
to check or enquire on its behalf into the legality, validity, effectiveness, adequacy,
accuracy or completeness of any such information and further agrees that it has not
relied and will not rely on the Trustees in relation to its entering into this Transfer
Certificate and the Power Purchase Agreement.

6 The Substitute hereby undertakes with the Buyer that it will perform, in accordance
with the terms thereof all obligations of the Generator which by the terms of the
Power Purchase Agreement and the Direct Agreement will be assumed by it after
delivery of this Transfer Certificate to the Buyer.

7 The Trustee makes no representation or warranty and assumes no responsibility with

respect to the legality, validity, effectiveness, adequacy or enforceability of the Power
Purchase Agreement or any document relating thereto and assumes no responsibility
for the performance and observance by any party of any of its obligations under the
Power Purchase Agreement or any document relating thereto and any and all such
conditions and warranties whether expressed or implied by law or otherwise are
hereby excluded.

8 The Transfer Certificate and the rights and obligations of the parties hereunder shall
be governed by and construed in accordance with the laws of the Sultanate of Oman.

109
 EXECUTION PAGE

Signed by [●] )
for and on behalf of RURAL AREAS )
ELECTRICITY COMPANY SAOC:

Duly authorised person

Signed by [●] )
for and on behalf of [●]: )

Duly authorised person

Signed by [●] )
for and on behalf of [●]: )

Duly authorised person

Signed by [●] )
for and on behalf of [●]: )

Duly authorised person

Signed by the Substitute )

Signed by the Trustees )

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 SCHEDULE I

HSE AUDIT REQUIREMENTS

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 HSE Audit Requirements

1.1 The Buyer requires the Generator to undertake regular and unscheduled monitoring
of the health, safety and environment policies and health safety and environment
plans and procedures adopted by the Generator in accordance with Clause 9.3.3,
10.4.9 and 15.8.3 to ensure compliance by the Generator and the EPC Contractor
with such policies and procedures and Oman health, safety and environment laws,
rules and regulations and Good Practice. The monitoring will be done by independent
and competent health, safety and environment auditor no less than every six months
during the Construction Period and not less than annually during the Operation
Period. Considering these requirements, the Buyer may appoint, at the Generator’s
cost, an independent, internationally experienced health, safety and environment
auditor to verify the health, safety and environment conditions at site in accordance
with the health safety and environment audit requirements stipulated and addressed
in the health safety and environment policies and the health and safety management
plans and procedures. The Generator shall make available the audit reports to the
Buyer for review.

1.2 Before commencement any work at Site, the HSE Auditor shall review all plans,
drawings and other information to ensure that all HSE requirements are expected to
be complied with during the construction works.  The HSE Auditor will specifically
approve the workers accommodation, layout, specifications and related provisions
before commencement of site works. In case that the Buyer identifies any potential
non-compliance with the health safety and environment policies, the health, safety
and environment plans and the health safety and environment procedures or Oman
health safety and environment laws, rules and regulations and Good Practice, the
Buyer may request the Generator to provide further reports in relation to health
safety and environment compliance and procedures at any time and the Generator
shall provide such information to the Buyer as soon as practicable, but in any event
not more than 14 days after such request. Any review and monitoring by the Buyer
undertaken in accordance with this Schedule does not limit or restrict the obligations
of the Generator or EPC Contractor under the MFS or the EPC Contract to comply with
all health safety and environment policies and health safety and environment
procedures in the EPC Contract and Oman health safety and environment laws, rules
and regulations.

1.3 In order to undertake the above scope of work, the auditor has to prepare an audit
methodology to be agreed prior to the execution of the first audit with the Buyer.

1.4 The scope of work of the auditor should include:

1.4.1 Review the appropriateness of health safety and environment policies, health
safety and environment plans and health safety and environment procedures;

1.4.2 Establish whether the Generator and EPC Contractor’s current organisational
resources have the appropriate level of autonomy, competency, commitment
and understanding of relevant Oman health safety and environment laws,
rules and regulations sufficient to monitor compliance and enforcement of the
rules;

1.4.3 Establish compliance with the health safety and environment plans and
whether the health safety and environment rules cascade throughout the site
by way of appropriate access to personal protective equipment, training,
induction, signage, medical facilities, etc. emergency response facilities and
reporting of non-compliance issues;

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 1.4.4 Evaluate whether the contractual agreed level of record keeping and
reporting is performed; and

1.4.5 Evaluate the extent to which non-compliance findings or recommendations for

improvement have been followed up in line with the established health safety
and environment policies, health safety and environment plans and
implemented health safety and environment procedures.

1.5 If the auditor identifies breaches of Oman health safety and environment laws, rules
and regulations, the Generator must cease unsafe operation immediately. The
Generator must rectify all breaches of any health, safety and environment procedures
in the EPC Contract or Oman health, safety and environment laws, rules and
regulations. If the auditor identifies breaches of Oman health safety and environment
laws, rules and regulations which would be classed as reportable incidents, the
Generator must immediately, but not more than twenty-four (24) Hours after such
breach is identified, disclose such breaches to the Royal Oman Police with a copy of
such notification to the Buyer.

1.6 The Generator must monitor the EPC Contractor in all work undertaken pursuant to
the EPC Contract to ensure that the EPC Contractor complies with all Oman health,
safety and environment laws, rules and regulations, as well as all the health, safety
and environment policies and health, safety and environment procedures adopted by
the EPC Contractor and the Generator. The Generator shall ensure that:

1.6.1 coordination meetings are held regularly with the EPC Contractor, but not less
than once a month, to discuss compliance with all health safety and
environment policies and health, safety and environment procedures in the
EPC Contract and Oman health, safety and environment laws, rules and
regulations; and

1.6.2 the EPC Contractor provides regular reports to the Generator, but not less
than once a month, in relation to its safety reporting and compliance with all
health, safety and environment policies and health safety and environment
procedures in the EPC Contract and Oman health, safety and environment
laws, rules and regulations.

1.7 The Generator must certify all reports produced by the EPC Contractor on a monthly
basis to ensure compliance with all health, safety and environment policies and
health, safety and environment procedures in the EPC Contract and Oman health,
safety and environment laws, rules and regulations. Copies of all certified reports
must be retained by the Generator for at least five (5) years and copies of such
certified reports must be provided to the Buyer upon request.

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 SCHEDULE J

HANDOVER OF EXISTING DG ASSETS

114
 Handover of Existing DG Assets

1 Handover Plan

(a) Not later than four months prior to the first Scheduled Handover Date of Existing DG
Assets, the Generator and the existing operators of all of the Existing DG Assets must
submit a draft handover plan to the Buyer for approval. The draft handover plan shall
establish how a seamless, continuous and undisrupted transfer of the operations of all of
the Existing DG Assets at each Site will be achieved by the relevant Scheduled Handover
Date of Existing DG Assets, including:

(i) key dates for the handover program;

(ii) a communications plan for liaison between the Generator and the existing
operators, including agreed liaison personnel and a schedule of face-to-face
meetings;

(iii) any training that will be provided by existing operators to the Generator;

(iv) any plans to demobilise by the existing operators including removal of Site sheds,
office furniture, staff facilities, equipment, temporary structures and the like, and
any plans to mobilise by the Generator, including any site facilities;

(v) the transfer (with appropriate licensing if required) of information between the
existing operators and the Generator so that the Generator will be able to maintain
the Existing DG Assets on the same terms and conditions, including any assets
plans, policies, procedures, protocols, manuals, equipment logbooks and the
names of recommended suppliers of spare parts and other relevant equipment and
any other materials or documents regarding the Existing DG Assets;

(vi) how the parties intend on conducting the “Initial Performance Test” to determine
the Demonstrated Power Capacity prior the Handover Date, including any testing
protocols and procedures and with a requirement for the Buyer’s approval of such
results;

(vii) agreement on the complete and fully itemised list of the key equipment,
consumables and spare parts that will be handed over to the Generator;

(viii) details on handover of site security, including details on security passes and keys
and provides PIN numbers; and

(ix) any other information required to achieve successful handover.

(b) To the extent the Generator and the existing operators cannot agree on certain matters in
the draft handover plan, the parties shall outline their proposals in the draft handover plan
and the Buyer shall make a determination on such matters.

(c) Within 20 days of receiving a draft handover plan under paragraph (a) above or a revised
handover plan under this paragraph (c), the Buyer shall either:

(i) Approve the handover plan (with or without comments), in which case it shall
become the “Handover Plan”; or

(ii) provide comments on the draft handover plan, in which case the Generator shall
resubmit a revised handover plan within 10 days of receiving such comments from
the Buyer.

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(d) The Generator must comply with the Handover Plan to achieve the Handover Milestone.
The Generator acknowledges that this will require detailed interfacing and cooperation with
the existing operators, and it agrees that the cost of such interfacing is included in the
Tariff. Further, it shall not be provided any relief under the Agreement to the extent it is
unable to manage handover of the operations in accordance with the Handover Plan,
provided that the existing operators comply with the Handover Plan.

Handover Test

(e) The Generator must cooperate with the existing operators of the Existing DG Assets to
conduct the Handover Tests in accordance with the Handover Plan and Schedule A in the
presence of the Buyer, if requested by the Buyer. All results of the Handover Tests must
be approved by the Buyer before they are final.

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 SCHEDULE K

CAPACITY EXPANSION EVENT, TEMPORARY GENERATORS AND MODIFICATIONS

117
 Capacity Expansion Event and Temporary Generators

1 Triggering Capacity Expansion Event

(a) On the fourth and ninth anniversary of the first Scheduled Commercial Operations Date, the
Buyer may provide the Generator with revised Demand requirements for the Plants. Such
notice shall contain:

(i) the forecasted annual energy (MWh) and peak demand (MW) for the next 5 years;

(ii) a (normalized) hourly load profile;

(iii) specification of one of or all additional PV, diesel generation, and BESS capacity to
be procured; and

(iv) such other information or requirements imposed by the Buyer,

(such notice being a “Capacity Expansion Notice”).

(b) Within 60 days of receiving a Capacity Expansion Notice (or such other time as agreed
between the Parties), the Generator shall provide a proposal to finance, procure, construct,
commission and operate the expanded capacity to meet the revised load requirements
detailed in the of the Capacity Expansion Notice. Such proposal shall contain:

(i) how additional generation will be met through a combination of PV plant, diesel
generators and BESS;

(ii) the technical configuration of the new equipment;

(iii) preliminary changes to the Plant Model required to implement the capacity
expansion;

(iv) an outline on how the competitive procurement would be conducted, in line with
the Buyer's obligations under the Tender Law and Sector Law;

(v) the benchmark pricing that the Generator would expect to receive;

(vi) confirmation that the final pricing would be based on open-book pricing, with
quotes being received from at least three technically compliant quotes;

(vii) details of the financing and terms that the Generator can obtain to implement the
capital expansion from lenders, including details of any Refinancing;

(viii) confirm the testing that the existing plant and the new equipment will undergo to
demonstrate successful implementation of such new capacity;

(ix) the level of Omani Content that the proposal would achieve; and

(x) the Generator's reasonable capped costs for carrying out the Capacity Expansion
Event, including any development costs,

(such notice being a “Capacity Expansion Proposal”).

(c) Within 30 days of receiving a Capacity Expansion Proposal under paragraph (b) above or a
revised Capacity Expansion Plan under this paragraph (c), the Buyer shall either:

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 (i) approve the Capacity Expansion Proposal (with or without comments), in which
case it shall become the “Capacity Expansion Plan”; or

(ii) provide comments on the Capacity Expansion Proposal, in which case the
Generator shall resubmit a revised Capacity Expansion Proposal within 10 days of
receiving such comments from the Buyer.

2 Implementing a Capacity Expansion Plan

(a) The Generator and the Buyer shall implement a Capacity Expansion Plan on the following
principles:

(i) the Generator will be responsible for implementing the procurement process
related to the expanded capacity, and for preparing a tender evaluation report
related to the procurement of the new capacity and operation of the new capacity;

(ii) the Buyer shall review and approve the tender evaluation report;

(iii) both the Generator and the Buyer shall be responsible for negotiating prices with
the suppliers and contractors, with the Buyer having the final approval of pricing
with the new suppliers and contractors;

(iv) the Generator shall be responsible for contracting with the new suppliers and
contractors within 120 days of the Capacity Expansion Plan being approved; and

(v) the Generator shall propose adjustments required to the Tariff to ensure that
approved costs of implementing the Capacity Expansion Plan are returned to the
Generator over the remaining Term (together with a rate of return up to the IRR
submitted as part of its bid for the Project) within 150 days of the Capacity
Expansion Plan being approved and the Buyer shall approve any such adjustments.

To the extent the parties cannot agree a fair and reasonable adjustment to the Tariff under
paragraph (v) above, such dispute shall be referred to an Expert in accordance with Clause
33 of the Agreement.

(b) On the fifth and tenth anniversary of the first Scheduled Commercial Operation Date (or
such other date as agreed by the Buyer):

(i) the Generator shall have implemented the Capacity Expansion Plan, including by
having completed all testing requirements set out in the Capacity Expansion Plan;
and

(ii) the parties shall have agreed an amendment this Agreement to reflect the new
capacities, updated Plant Model, Tariff and requirements of the Capacity Expansion
Plan.

3 Overhaul and refurbishment of Existing DG Assets

In addition to its rights under paragraph 1(a) of this Schedule, the Buyer may also issue a
Capacity Expansion Notice requesting the Generator to consider a refurbishment, overhaul,
fuel change or other change to the Existing DG Assets, in which case paragraph 1 and 2 of
this Schedule shall apply.

4 Temporary Generators

(a) At any point during the Term, the Buyer may issue a notice to the Generator to increase
the Capacity Cap at any Site by incorporating temporary generators at that Site.

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(b) Within 15 days of receiving a request from the Buyer pursuant to paragraph 3(a) above,
the Generator must prepare a proposal to implement such increased Demand through the
use of temporary generators. Such proposal shall address:

(i) technical details of the temporary generators the Generator proposes hiring;

(ii) the calculation of a supplemental monthly payment to compensate the Generator

for the cost of hiring such equipment (based on three open-book prices obtained
by the Generator) and the cost of integrating the equipment into the dispatch
procedures of the Plant;

(iii) the terms of the equipment hire contract;

(iv) the efficiency guarantees of the equipment; and

(v) the proposed timetable to implement such increased Demand, which in all cases
must be capable of achieving the increased Demand within 45 Days of the Buyer
confirming its acceptance of the Generator's proposal.

(c) Within 30 days of receiving the Generator's proposal, the Buyer shall accept the proposal
(with or without comments) or notify the Buyer that it does not intend to proceed with the
proposal. If the Buyer does not respond within such 30 day period, the Buyer shall be
deemed to have notified the Generator that it does not intend to proceed with the
proposal.

(d) To the extent the Generator disagrees with any comments made by the Buyer under
paragraph 3(c) above, the Parties will meet to discuss in good faith an acceptable solution.
If within 5 Business Days of such meeting a solution cannot be agreed, such dispute shall
be referred to an Expert in accordance with Clause 33 of the Agreement.

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 SCHEDULE L

TERMINATION VALUE

121
 TERMINATION VALUE

1 Definitions

When used in this Schedule, capitalised terms set forth below shall have the following
meanings:

Accrued Interest shall mean interest accrued pursuant to the applicable Funding
Documents on the Principal Amount as of the Calculation Date; provided, however, that the
purposes of calculation of amount payable by the Buyer under this Schedule, Accrued
Interest shall not include default interest unless such default interest has accrued as a
result of late payment or non-payment by the Buyer of Electrical Energy Charges and/or
Power Capacity Charges;

Breakage Costs shall mean an amount equal to the sum as of the Calculation Date of:

(a) costs payable by the Generator upon breakage of any interest period with respect
to the Principal Amount; and

(b) reasonable amounts payable by the Generator upon breakage of any hedging
arrangement with respect to interest on the Principal Amount,

in each case to or on behalf of the Lenders upon termination of the Agreement, provided
that any positive payments received by or on behalf of the Lenders as a result of breakage
of any hedging arrangements with respect to commission on the Principal Amount upon
termination of the Agreement shall be applied to reduce the relevant Termination Value
calculated in accordance with the provisions of this Schedule;

Calculation Date shall mean the date specified by a Plant removal notice under Clause
30.1 or a termination notice under Clause 31.1;

Cash Amount shall mean the aggregate amount of cash held by the Generator as of the
Calculation Date, including cash on hand, the net cash proceeds upon liquidation of any
authorised investments made pursuant to the Funding Documents and the credit balance of
any accounts maintained with any bank or other financial institution, whether inside or
outside of Oman and any letters of credit issued in lieu of maintaining a credit balance of
any accounts maintained with any bank or other financial institution, whether inside or
outside of Oman;

Equity Amount shall mean, in respect of each Plant, the amount of capital actually
contributed or caused to be contributed by the Founders or their Affiliates to the Generator
(including indebtedness for money borrowed by the Generator from (or guaranteed by) a
Founder or any Affiliate of a Founder which by its terms is subordinated to any
indebtedness for borrowed money incurred by the Generator under any Funding
Document) as of the Calculation Date, provided that, for purposes hereof, the amount shall
not exceed the Equity Commitment in accordance with the relevant table in Section 7 of
this schedule;

Equity Commitment shall mean, in respect of each Plant, the amount required to be paid
or caused to be paid by or on behalf of the Founders for shares of the Generator and to be
provided by or on behalf of the Founders through loans to the Generator, in accordance
with the relevant table in Section 7 of this schedule;

Equity Return means an amount calculated as follows:

n CFASHy

y 1 (1  r ) y

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 where:

CFASHy means the cash flow available to Founders after satisfying Senior Debt ser-
vice in Contract Year y, as determined in accordance with the relevant table in Sec -
tion 7;

n means the number of Contract Years and partial Contract Years from the termina-
tion date until the end of 5 th year from the termination date (or until the expiry of the
Term in case the remaining Term being less than five years after the termination
date);

y means each Contract Year (or fraction of a Contract Year) from and including the
first year after the termination date to and including the nth year; and

r being the equity internal rate of return as set out in bidder's financial model submit-
ted at the time of bid submission (and as amended from time to time based on mu -
tual agreement between Generator and Buyer);

Principal Amount shall mean the amount required to repay the principal amount of the
Senior Debt outstanding at the Calculation Date in respect of each Plant, provided that, for
the purposes hereof:

(a) the Principal Amount shall not exceed the amount shown for the corresponding
date for each Plant in section 6 of this Schedule; and

(b) the Principal Amount shall not include any principal amount of the Senior Debt
deferred or not timely paid by the Generator, unless such deferral or non-payment
is a result of late payment or non-payment by the Buyer of Electrical Energy
Charges and/or Power Capacity Charges;

Senior Debt Amount shall in respect of each Plant mean an amount equal to the sum of:

(a) the Principal Amount;

(b) Accrued Interest; and

(c) Breakage Costs.

Termination Costs means:

(a) all taxes and any other costs imposed on the Generator by any State
Administrative Apparatus as a result of the transfer of the Plants to the Buyer and
payment of the Termination Value;

(b) all amounts payable by the Generator with respect to the EPC Contractor’s
termination costs for the termination of the EPC Contract and subcontracts entered
into by the EPC Contractor under the EPC Contract for the engineering,
procurement and construction of the Plants, subject, in the case of this paragraph
(b), to a maximum of Rial Omani [●] (OMR [●])5; and

(c) all amounts payable by the Generator to the EPC Contractor upon termination of
the EPC Contract with respect to work completed by the EPC Contractor and not
yet paid for by the Generator for which no amount of Principal Amount or drawing
of Equity has been incurred.

5
Note to Bidder: this proposed figure is required to be included in Bidder’s Proposal, and must be less than five percent of the
relevant construction price under the EPC Contract.

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2 Termination Value for Removal of Plant from Project for Generator Default

(a) Where a Plant is removed from the Project prior to the applicable Commercial Operation
Date pursuant to clause 30.1, the Buyer may purchase, and if it does the Generator shall
sell, the relevant Plant and all associated plant, equipment, consumables and tools related
to operations at such Site, for an amount equal to:

(i) the relevant Senior Debt Amount; less

(ii) the amount by which the relevant Equity Commitment exceeds the relevant Equity
Amount; less

(iii) the relevant Proportionate Amount of Cash Amount.

(b) Where a Plant is removed from the Project after the relevant Commercial Operation Date
pursuant to clause 30.1, the Buyer shall purchase, and the Generator shall sell, the relevant
Plant and all associated plant, equipment, consumables and tools related to operations at
such Site, for an amount equal to:

(i) the relevant Senior Debt Amount; less

(ii) the relevant Proportionate Amount of the Cash Amount.

3 Termination Value for Removal of Plant from Project for Convenience

(a) Where a Plant is removed from the Project prior to the applicable Commercial Operation
Date pursuant to clause 30.3, the Buyer shall purchase, and the Generator shall sell, the
relevant Plant and all associated plant, equipment, consumables and tools related to
operations at such Site, for an amount equal to:

(i) the relevant Senior Debt Amount; plus

(ii) the relevant Equity Amount; plus

(iii) Termination Costs associated with the relevant Plant; less

(iv) the relevant Proportionate Amount of the Cash Amount.

(b) Where a Plant is removed from the Project after the relevant Commercial Operation Date
pursuant to clause 30.3, the Buyer shall purchase, and the Generator shall sell, the Plant
and all associated plant, equipment, consumables and tools related to operation of such
Plant, for an amount equal to:

(i) the relevant Senior Debt Amount; plus

(ii) the relevant Equity Amount; plus

(iii) Termination Costs associated with the relevant Plant; plus

(iv) the relevant Equity Return; less

(v) the relevant Proportionate Amount of the Cash Amount.

4 Termination Value for Termination for Project Company Default

(a) Where this Agreement is terminated prior to the final Commercial Operation Date pursuant
to clause 31.1, the Buyer shall purchase, and the Generator shall sell, all of the Plants and

124
 all associated plant, equipment, consumables and tools related to operations, for an
amount equal to:

(i) all Senior Debt Amounts; plus

(ii) where this Agreement has been terminated pursuant to clauses 31.1.2, 31.1.3,
31.1.4, 31.1.6, 31.1.9, 31.1.10 and 31.1.11::

(A) the relevant Equity Amount for each Plant that is not in default; plus

(B) Termination Costs for each Plant that is not in default; less

(iii) the amount by which all Equity Commitments exceed all Equity Amounts; less

(iv) the Cash Amount.

(b) Where this Agreement is terminated after the final Commercial Operation Date pursuant to
clause 31.1, the Buyer shall purchase, and the Generator shall sell, all of the Plants and all
associated plant, equipment, consumables and tools related to operations, for an amount
equal to:

(i) all Senior Debt Amounts; plus

(ii) where this Agreement has been terminated pursuant to clauses 31.1.2, 31.1.3,
31.1.4, 31.1.6 and 31.1.11::

(A) the relevant Equity Return for each Plant that is not in default; plus

(B) Termination Costs for each Plant that is not in default; less

(iii) the Cash Amount.

5 Termination Value for Termination for Convenience

(a) Where this Agreement is terminated prior to the final Commercial Operation Date pursuant
to clause 31.3, the Buyer shall purchase, and the Generator shall sell, all of the Plants and
all associated plant, equipment, consumables and tools related to operations, for an
amount equal to:

(i) all Senior Debt Amounts; plus

(ii) all Equity Amounts; plus

(iii) Termination Costs; less

(iv) Cash Amount.

(b) Where this Agreement is terminated after the final Commercial Operation Date pursuant to
clause 31.3, the Buyer shall purchase, and the Generator shall sell, all of the Plants and all
associated plant, equipment, consumables and tools related to operations, for an amount
equal to:

(i) all Senior Debt Amounts; plus

(ii) all Equity Amounts; plus

(iii) Termination Costs; plus

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 (iv) all Equity Return; less

(v) Cash Amount.

6 Maximum Principal Amount

(all figures expressed in USD)

[Site Principal Amount [Site Name] Principal Amount
Name]6 outstanding at the end outstanding at the end of
of the period during the period during
construction (in OMR) operations (in OMR)
Month 1 Contract Year 0
Month 2 Contract Year 1
Month 3 Contract Year 2
Month 4 Contract Year 3
Month 5 Contract Year 4
Month 6 Contract Year 5
Month 7 Contract Year 6
Month 8 Contract Year 7
Month 9 Contract Year 8
Month 10 Contract Year 9
Month 11 Contract Year 10
Month 12 Contract Year 11
Month 13 Contract Year 12
Month 14 Contract Year 13
Month 15 Contract Year 14
Month 16 Contract Year 15
Month 17
Month 18 Periodicity of information to be provided during
operations shall be dependent on repayment
Month 19
frequency of the IPP/ Project company
Month 20
Month 21
Month 22
Month 23
Month 24

6
Note to Bidders – these figures will be calculated for each Plant based on the Bidder’s financing plan submitted as part of Bid
Form 4 and shall be inserted in the above table, prior to signing the PPA.

126
7 Equity Outstanding (During Construction Period) And Cash Flows Available To
Shareholders (During Operation Period)

[Site Equity to be contributed at [Site Name]8 Cash flows available to

Name]7 the end of the Period dur- Shareholders after satisfy-
ing construction (in OMR) ing Senior Debt service at
the End of the Period during
operations (in OMR)
Month 1 Contract Year 0
Month 2 Contract Year 1
Month 3 Contract Year 2
Month 4 Contract Year 3
Month 5 Contract Year 4
Month 6 Contract Year 5
Month 7 Contract Year 6
Month 8 Contract Year 7
Month 9 Contract Year 8
Month 10 Contract Year 9
Month 11 Contract Year 10
Month 12 Contract Year 11
Month 13 Contract Year 12
Month 14 Contract Year 13
Month 15 Contract Year 14
Month 16 Contract Year 15
Month 17
Month 18
Month 19
Month 20
Month 21
Month 22
Month 23
Month 24

7
Note to Bidders – these figures will be calculated for each Plant based on the Bidder’s financing plan submitted as part of Bid
Form 4 and shall be inserted in the above table, prior to signing the PPA.
8
Note to Bidders these figures will be calculated for each Plant based on the Bidder’s financing plan submitted as part of Bid
Form 4 and shall be inserted in the above table, prior to signing the PPA.

127
 SCHEDULE M

INSURANCE

128
 INSURANCE

SECTION A: CONSTRUCTION PHASE INSURANCES

1. Construction/Erection All Risks Insurance:

Physical loss of or damage to the works, including

Cover all the permanent and temporary works, materials,
buildings, structures, machinery, plant and equip-
ment supplies, including but not limited to the
spare parts and any other construction work con-
tracted by the Buyer and all other property for in-
corporation in the Plants for which they are re-
sponsible (including designs, drawings, specifica-
tions and plans and work to be done by the Gener-
ator under the Agreement) anywhere in the territ-
orial limits set forth in paragraph (d) below (includ-
ing transits therein other than by sea or air).

(i) The Buyer;

Insured Parties
(ii) The Generator, and any Subcontractors of any
tier, and the operator and its subcontractors;

(iii) Suppliers, manufacturers, professional consult-

ants (including the independent engineers), ar-
chitects and any other party engaged by any of
the other insured parties for their physical site
activities on the Site only;

(iv) Any Affiliate of the insured party and its and

their respective officers, directors, employees,
agents and assigns,

each for their respective rights and interests.

A sum that represents an amount not less than the

Amount Insured total reinstatement as new of the insured property
being based on the EPC contract price of each
package less any non-recurring costs.

(i) From the Effective Date, physical damage

Period of Insurance cover to protect any assets at risk during
the performance under the Agreement for
a sum that represents an amount not less
than the total reinstatement cost of such
assets.

(ii) From the Effective Date as defined in the

Agreement and during the design, engin-
eering, procurement, site preparation, con-
struction, testing and commissioning and
start-up and until entry into commercial
service plus 24 months from Commercial

129
 Operation Date for the relevant construc-
tion warranty period.

(i) Not greater than USD100,000 (or its equi-

Maximum Deductible valent) for each and every occurrence, or
such other amount as the Buyer may agree
in writing, for any natural catastrophe in-
cluding movement of the earth including
earthquake;

(ii) Not greater than USD50,000 (or its equival-

ent) for each and every occurrence in re-
spect of hot testing and commissioning, or
defective design, workmanship and materi-
als;

(iii) Not greater than USD25,000 (or its equival-

ent) for each and every occurrence for all
other losses.

(iv) Waiver of Subrogation

General Conditions
(v) Non-invalidation Clause

(vi) Non-vitiation Clause

(i) Warranty period cover – extended mainten-

Buyer Clauses ance coverage of maximum twenty four
(24) months from Provisional Acceptance

(i) Debris removal equivalent to 10% of the

loss subject to a maximum of US-
D5,000,000 for any one loss

(ii) Expediting expenses and airfreight ex-

penses subject to a maximum of US-
D2,000,000 for any one loss

(iii) 72 hour clause

(iv) Automatic reinstatement clause for material

damage losses up to USD5,000,000

(v) Cost escalation clause 115%

(vi) 50/50 marine cargo clause

(vii) Claims preparation costs and mitigation ex-

penses up to USD2,500,000

(viii) Feedstocks, catalyst, fuel and consumables

(FLEXA and natural catastrophe).

(ix) Off-site fabrication for a limit of US-

130
 D1,000,000 for any one occurrence

(x) Off-site storage & inland transit for a limit

of USD1,000,000 for any one occurrence

(xi) Public authorities

(xii) Sue and labour

(xiii) Sections Clause

(xiv) Professional Fees – as per applicable au-

thorised scales of professional fees, subject
to a limit of USD 2,500,000 any one occur-
rence;

(xv) Plans, drawings and documents - limit USD

1,000,000 any one occurrence;

(xvi) Interim payments;

(xvii) Temporary repairs - limit USD 2,000,000

any one occurrence (where temporary re-
pairs do not form part of final repairs); and

(xviii) Free issue materials (provided value in-

cluded in sum insured).

(xix) Political Violence

(xx) Radioactive contamination.

Buyer Exclusions
(xxi) Cost of rectifying natural wear and tear and
gradual deterioration.

(xxii) Liquidated damages, penalties and con-

sequential loss.

(xxiii) Loss of cash, bank notes and monetary in-

struments.

(xxiv) Damage to the Plants resulting from exper-

iments or overload or similar tests requiring
the imposition of abnormal conditions
(other than overload or similar tests carried
out with the approval of the manufacturer
or by normal rules of operational practice).

(xxv) Costs of normal upkeep or normal making

good.

(xxvi) Watercraft and aircraft exclusion.

(xxvii) Generator's plant and equipment.

(xxviii) Design Exclusion LEG 2/1996 – repairing or

replacing or rectifying works which are de-

131
 fective in material, workmanship, design or
specification.

(xxix) Electronic date recognition.

(xxx) Mould.

(xxxi) Asbestos.

(xxxii) Wet works conditions (as applicable).

(xxxiii) Piling conditions.

(xxxiv) Known/pre–existing defects.

(xxxv) Serial loss

1. Marine Cargo Insurance:

To be on the basis of Institute Cargo Clauses (A)

Cover plus War, plus Strike, Riot and Civil Commotion and
should include a minimum of 60 days storage on
Site

(i) The Buyer;

Insured Parties
(ii) The Generator, and any Subcontractors of any
tier, and the operator and its subcontractors;

(iii) Suppliers, manufacturers, professional consult-

ants (including the independent engineers), ar-
chitects and any other party engaged by any of
the other insured parties for their physical site
activities on the Site only;

(iv) Any Affiliate of the insured party and its and

their respective officers, directors, employees,
agents and assigns,

each for their respective rights and interests.

Not less than one hundred and ten per cent.

Amount Insured (110%) of the replacement value (including cus-
toms, freight and insurance charges) of the largest
single shipment of insured property exposed to risk
of loss for any one occurrence.

From the date of the initial shipment of project

Period of Insurance equipment, plant or materials intended for use in
respect of the works continuing to the date of deliv-
ery of the final consignment to the Site.

"All Risks" perils – Not greater than US$ 25,000 for

Maximum Deductible each and every occurrence of loss or damage.

132
 (v) Waiver of Subrogation
Additional Clauses
(vi) Non-invalidation Clause

(vii) Non-vitiation Clause

(viii) Accumulation Clause – two hundred per

cent. (200%).

(ix) 50/50 Clause (consistent with CAR clause

wording).

(x) Institute of London Underwriters Clauses

and cover forms (or equivalent acceptable
to the Buyer’s Insurance Adviser), including
the most current versions of:

(xi) Institute Cargo Clauses (A);

(xii) Institute War Clauses (Cargo);

(xiii) Institute Strikes Clauses (Cargo);

(xiv) Institute Classification Clauses;

(xv) Institute War Cancellation Clause (Cargo);

(xvi) Institute Radioactive Contamination Exclu-

sion Clause;

(xvii) Institute Cargo Clauses (Air);

(xviii) Institute War Clauses (Air Cargo);

(xix) Institute Strikes Clauses (Air Cargo);

(xx) Cargo ISM Endorsement;

(xxi) Cargo ISM Forwarding Charges Clause;

(xxii) Concealed damages Clause (90 days);

(xxiii) Packing Exclusion deleted;

(xxiv) Marine Survey Warranty Clause;

(xxv) Overland transits;

(xxvi) Rail and/or truck;

(xxvii) Replacement air extension;

(xxviii) Notice of Cancellation: seven (7) days for

war, strikes, riots, and civil commotion, ex-
cept forty eight (48) hours for sending to
and from the United States of America.
Otherwise, non–cancellable; and

133
 (xxix) Replacement Value (including cost, insur-
ance, freight).

(i) As per Institute of London Underwriters

Buyer Exclusions Clauses;

(ii) Excluding electrical and/or mechanical de-

rangement unless caused by an insured
peril;

(iii) Excluding rust, oxidation or discolouration;

(iv) Termination of Transit Clause (Terrorism);

and

(v) Generator's plant and equipment, including

Generator's Construction Equipment.

2. Third Party Liability:

To indemnify the insured parties against legal liabil-

Cover ity to pay compensation (including claimants' costs,
fees and expenses) consequent upon:

(i) bodily injury, death, illness or disease to any

person;

(ii) loss or damage to, and loss of use consequent

on such loss or damage of, any property, or in-
terferences, trespass, loss of amenities, nuis-
ance, infringement, obstruction,

in the course of the Works or the development of

the Project.

With respect to the Generator's liability, the Policy

Cover shall operate as contingent to, and in excess
of, any layers of insurance carried by the Generator
or its Subcontractors.

(i) The Buyer;

Insured Parties
(ii) The Generator, and any Subcontractors of any
tier, and the operator and its subcontractors;

(iii) In respect of the construction liability policy

only, suppliers, professional consultants and
architects to any of the other insured parties
for their Site activities only;

(iv) Any Affiliate of the insured party and its and

their respective officers, directors, employees,

134
 agents and assigns,

each for their respective rights and interests.

Limits of Liabilities US$50,000,000 per occurrence and in the annual

aggregate for sudden and accidental pollution and
contamination liabilities.

Period of Insurance From the earlier of the commencement of work on

the Site by the Generator under the Agreement
until start of commercial operations.

Maximum Deductible Not greater than US$25,000 per claim.

(i) Cross Liability Clause
Buyer Extensions
(ii) Costs and expenses clause.

(iii) Worldwide jurisdiction clause subject to

North American & Australia conditions.

(iv) Contractual liability clause.

(v) Completed operations clause.

(vi) Defects liability period cover in relation to

construction liability only.

(vii) Waiver of Subrogation

(viii) Non-invalidation Clause

(ix) Non-vitiation Clause

Buyer Exclusions Pollution and/or contamination other than sudden

accidental identifiable events, NMA 1685 exclusion
or equivalent, plus:
(i) Deliberate acts.

(ii) Fines and punitive damages.

(iii) Radioactive contamination.

(iv) Terrorism, war, civil war et al.

(v) Primary Motor vehicle liability/road traffic

legislation insurance.

135
 (vi) Legal liability arising from the use or own-
ership of aircraft vessels or watercraft.

(vii) Toxic mould.

(viii) Asbestos.

(ix) Cyber risks.

(x) Other market-wide exclusions which may

be imposed from time to time by the insur-
ance markets.

SECTION B: OPERATIONAL PHASE INSURANCES

3. All Risks Property Insurance:

Cover All buildings, contents, Plants, machinery,

equipment, stock, fixtures, fittings and all other real
and personal property forming part of the Project
or for which any Insured is responsible against all
risks of physical loss or damage (including sudden
and unforeseen breakdown)

Insured Parties The Buyer and the Owner Operator

Amount Insured The assets will be insured on a replacement cost

basis with the sum insured set at the EML to be
agreed by the Buyer (acting reasonably) and
upward revision where required (subject to being
available on commercially reasonable terms).

Period of Insurance From the expiry of the Construction and Erection All
Risks insurance detailed in Section A above for 12
months and then annually renewable unless
otherwise agreed with the Buyer

Maximum Deductible: USD 250,000 any one occurrence

(i) Waiver of Subrogation
General Conditions
(ii) Non-invalidation Clause

(iii) Non-vitiation Clause

(i) Machinery Breakdown

Buyer Extensions

136
 (ii) Public Authority

(iii) Automatic Reinstatement

(iv) Expediting Expenses

(v) 72 Hours Clause

(vi) Debris Removal

(vii) Professional Fees

(viii) Capital Additions

(ix) Fire fighting Expenses;

(x) Minor works;

(xi) Temporary removals;

(xii) Inland Transit;

(xiii) Architects, Surveyors, Engineers Fees;

(xiv) Plans, documents and computer records;

(xv) Interim payments;

(xvi) Political Violence

(i) Radioactive Contamination.

Buyer Exclusions
(ii) Gradual Pollution.

(iii) Cost of rectifying normal wear and tear and

gradual deterioration.

(iv) Normal settling or shrinkage but not result-

ing physical damage caused by an insured
peril;

(v) Loss of use, delay or loss of market;

(vi) Fraudulent or dishonest acts of an insured;

(vii) Unexplained inventory losses;

(viii) Consequential loss;

(ix) Money;

(x) Mechanically driven vehicles licensed for

road use;

137
 (xi) Marine vessels, craft or aircraft;

(xii) Ocean transit;

(xiii) Normal making good, normal upkeep;

(xiv) Political risks;

(xv) Seizure or destruction by Public Authority;

(xvi) Nuclear Risks;

(xvii) Wilful Acts;

(xviii) Electronic data recognition;

(xix) Seepage and/or pollution and/or contamin-

ation but cover to be provided for sudden
and accidental pollution resulting from dir-
ect physical loss or damage due to fire and
explosion to insured property occurring
during the insurance period;

(xx) Asbestos.

4. Third Party Liabilities (Operational):

Cover Legal liability of the insured for damage to property

of third parties or bodily injury to or death of third
parties arising out of the ownership, operation and
maintenance of the Project.

Insured Parties The Buyer and the O&M Contractor and their
directors, officers, employees and agents in respect
of their respective rights and interests in the
insured risks.

Limits of Liabilities US$50,000,000 per occurrence and in the annual

aggregate for products liability, sudden and
accidental pollution and contamination liabilities.

Period of Insurance From the expiry of the Third Party Liability

insurance detailed in Section A above for 12
months and then annually renewable unless
otherwise agreed with the Buyer.

138
 Maximum Deductible Not greater than US$25,000 per claim.
(i) Cross Liability Clause
Buyer Extensions
(ii) Products liability.

(iii) Costs and expenses clause.

(iv) Worldwide jurisdiction clause subject to

North American conditions.

(v) Contractual liability clause.

(vi) Waiver of Subrogation

(vii) Non-invalidation Clause

(viii) Non-vitiation Clause

(ix) Finance Parties' clauses and loss payable

provisions.

Buyer Exclusions Pollution and/or contamination other than sudden

accidental identifiable events, NMA 1685 exclusion
or equivalent, plus:
(i) Deliberate acts.

(ii) Fines and punitive damages.

(iii) Radioactive contamination.

(iv) Nuclear Risks.

(v) Terrorism, war, civil war et al.

(vi) Motor vehicle liability/road traffic legislation

insurance.

(vii) Legal liability arising from the use or own-

ership of aircraft vessels or watercraft.

(viii) Injury to own employees.

(ix) Toxic mould.

(x) Asbestos.

(xi) Cyber risks.

(xii) Other market-wide exclusions which may

be imposed from time to time by the insur-
ance markets.

139
 Geographical Limits The Sultanate of Oman but extended to worldwide
with respect non-manual and/or business visit.

140
 SCHEDULE N

PLANT MODEL

141
 PLANT MODEL

1 Definitions and interpretation

“Plant Common Auxiliaries” are any deviations between the sum of the energy measured at the
Power Block Metering Points and the sum of the energy measured at the Electrical Delivery Points.
This might consist of common auxiliary loads in the plant (not included in the Power Block or unit
auxiliary loads), electrical losses and any other additional energy consumption in the Plant.

2 Plant Performance Model

(a) The Generator shall develop a plant performance model (“Plant Model”). This Plant Model
shall perform the following main functions:

(i) calculate the required diesel fuel to provide the remaining demand (after deducting
electricity delivered by solar PV and BESS unit) by Diesel Generators;

(ii) calculation of the monthly invoice amounts and generation of the invoice and
supporting documents;

(iii) provide a detailed overview of the plant operation and actual performance; and

(iv) provide a forecast for hourly energy demand.

(b) The Plant Model shall calculate for actual conditions the projected diesel fuel consumption
required to meet Demand for the most efficient (lowest fuel consumption) operation. This
will require a unit dispatch algorithm to determine the optimum use of the PV energy, BESS
and each DG to minimize fuel consumption while ensuring a reliable and stable power
supply to the RAECO System. The Plant Model shall take into account the actual availability
of the different DG units, PV Plant (at inverter level) and BESS (at inverter level) to account
for planned and unplanned maintenance. It shall be possible to make manual adjustments
to reflect the actual operation or missing/incorrect measurement data. Any adjustments
shall be highlighted automatically in the supporting documentation for the monthly invoice,
generated by the Plant Model.

(c) The Plant Model shall be based on net energy production at the different Power Blocks,
Plant Common Auxiliaries shall not be considered in the projected fuel calculation. The
additional losses and (common) auxiliary loads in the plant shall be calculated based on the
difference between the sum of the Power Block metering and the tariff meters at the
Electrical Delivery Point measuring the net energy exported to the RAECO Network. The
Total Payments for the Plant shall be adjusted for the Plant Common Auxiliaries as detailed
in PPA Schedule B.

(d) The fuel demand calculation shall be based on 6-minute average data collected online from
the plant SCADA system, aggregated on hourly basis and then aggregated monthly for the
invoice calculation. The Generator shall ensure the data collected is both accurate and
complete. The Generator will inform the Buyer the moment any deviations are identified
and take immediate measures to rectify this.

(e) The Plant Model would be a specialised software package to ensure the monthly invoice
calculation is accurate, transparent (easy to verify) and secure.

(f) The Plant Model will form an integral part of the plant invoicing system. The Buyer will
procure the fuel from OGC and deliver it to the Generator at the agreed fixed tariff and
deduct the calculated allowed fuel from this amount. There will be 50% cost sharing in
case the Generator fuel demand exceeds the calculated fuel demand and 50% benefits
sharing in case the Generator fuel demand is less than the calculated fuel demand. The

142
 final net cost or benefit sharing shall be calculated on monthly basis for each of the sites
operated by the Generator and any difference with the cumulative cost or benefits sharing
over the monthly invoices shall be settled in the next invoice.

(g) The Plant Model shall provide a forecast for the hourly energy demand on a day-ahead and
week-ahead basis, updated at least daily. This forecasted demand shall be used to
determine the amount of Demand Not Met (in MWh) in case of a Load Shedding Event or
System Blackout Event. The week-ahead forecast shall be used to determine the required
diesel fuel reserves.

(h) The general structure of the Plant Model is shown in Figure 2: Plant Model structure.

143
144
3 Plant model technical inputs

(a) The Plant Model shall include at least the following fixed technical inputs:

(i) New and Existing DG Assets net power and net heat rate or specific fuel
consumption (SFC) correction curves or formulas for each unit:

(ii) New and Existing DG Assets net heat rate or SFC at Reference Conditions for each
unit for each year (kJ/kWh)

(iii) PV Plant cumulative net output degradation factor for each year (-)

(iv) PV Plant annual availability for each year (%)

(v) BESS energy capacity for each year (MWh)

(vi) BESS power capacity for each year (MW)

(vii) BESS cycle efficiency for each year (%)

(viii) BESS annual availability for each year (%)

(ix) Required duration of diesel fuel reserves (days)

These fixed inputs are to be updated only when there is a modification of the power plant:
addition or decommissioning of generation capacity during a Capacity Expansion Event.

(b) The Plant Model shall include at least the following annually updated technical inputs:

(i) Baseload (prime) power capacity for each unit of the New and Existing DG Assets
at Reference Conditions (MW)

(c) The capacity of each DG unit is demonstrated annually in the Annual Performance Test.

(d) For the purposes of monthly reporting, the Plant Model shall be tabulated to show at least
the following inputs on an hourly aggregated basis, such inputs being taken from the
Plant's SCADA system:

(i) Electrical Energy Delivered by the Plant (MWh) - at Electrical Delivery Point

(ii) Electrical Energy Delivered by the PV Plant (MWh) - EEDPVs,i,m,y in Schedule B

(iii) Electrical Energy Delivered by New DG Assets (MWh) - EEDNDGs,i,m,y in Schedule

B

(iv) Electrical Energy Delivered by Existing DG Assets (MWh) - EEDEDGs,i,m,y in

Schedule B

(v) Electrical Energy Delivered by BESS (MWh)

(vi) BESS energy charged (MWh)

(vii) Each DG unit availability (% of demonstrated capacity)

(viii) PV plant availability (% of rated capacity)

145
 (ix) Deemed Electrical Energy Delivered by the PV Plant (MWh): only for periods
flagged “Deemed Energy”, calculated in accordance with paragraph 6 of Appendix
B - DEEDPVs,i,m,y in Schedule B

(x) DG unit availability (% rated capacity for each unit)

(xi) BESS Available Power Capacity (MW)

(xii) BESS Available Energy Capacity (MWh)

(xiii) BESS availability (%)

(xiv) BESS state of charge (% of energy capacity)

(xv) Ambient temperature (°C)

(xvi) Ambient pressure (mbar)

(xvii) Relative humidity (%)

(xviii) Irradiance, GPOA (W/m2)

(xix) PV module back temperature (°C)

4 Projected PV Output and Deemed Energy

(a) The Plant Model shall calculate the Projected PV Output, for each 6-minute period. The
Generator shall specify for the full range of expected module back temperatures (°C) and
levels of irradiance (W/m2) the Guaranteed PV Output as shown in Table 1 (based on RFP
Appendix L, Form 6 Part 1). The (interpolated) Guaranteed PV Output is multiplied with the
Cumulative Degradation Factor for the relevant year as shown in Table 2 (based on RFP
Appendix L, Form 6 Part 1 and the actual availability of the PV plant to obtain the projected
PV net energy output for the actual conditions. Or as a formula:

Projected PV Output actual=PV Output guaranteed ( Irradiance actual , T mod ,actual ) × Degradation factor ( Year ) ×

Table 1: Guaranteed PV Output (kW)

Irradiance Operational module back temperature (oC)

(W / m2) 15 25 35 45 55 65 75
50 -- -- -- -- -- -- --
100 -- -- -- -- -- -- --
150 -- -- -- -- -- -- --
200 -- -- -- -- -- -- --
250 -- -- -- -- -- -- --
300 -- -- -- -- -- -- --
350 -- -- -- -- -- -- --
400 -- -- -- -- -- -- --
450 -- -- -- -- -- -- --
500 -- -- -- -- -- -- --
550 -- -- -- -- -- -- --
600 -- -- -- -- -- -- --

146
 Irradiance Operational module back temperature (oC)
(W / m2) 15 25 35 45 55 65 75
650 -- -- -- -- -- -- --
700 -- -- -- -- -- -- --
750 -- -- -- -- -- -- --
800 -- -- -- -- -- -- --
850 -- -- -- -- -- -- --
900 -- -- -- -- -- -- --
950 -- -- -- -- -- -- --
1000 -- -- -- -- -- -- --
1050 -- -- -- -- -- -- --
1100 -- -- -- -- -- -- --
1150 -- -- -- -- -- -- --
1200 -- -- -- -- -- -- --

Table 2: Guaranteed cumulative PV degradation factor by year

Year 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15

Cumulative -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Degradation
Factor*

*
Expected continuously decreasing values below 1.0000

(b) The Deemed Energy calculation method is described in PPA Schedule B Tariffs, Section 6.

5 DG Heat Rate or Specific Fuel Consumption calculation

(a) The Specific Fuel Consumption (SFC) or Heat Rate (HR) will be calculated for each DG unit
on an hourly basis, based on the standard ISO 3046-1:2002 “Reciprocating internal
combustion engines — Performance, Part 1: Declarations of power, fuel and lubricating oil
consumptions, and test methods” and ISO 15550:2016 “Internal combustion engines —
Determination and method for the measurement of engine power” and described in the
Performance Test procedures detailed in PPA Schedule A (Testing).

(b) One of the main parameters to impact the SFC (or HR), is the load factor of the DG unit.
The Generator shall guarantee for each New DG the heat rate or SFC factor for the full
operational range, as illustrated in Table 3. The SFC factor for Existing DG Assets will be
determined during the Handover tests.
Table 3: Guaranteed part load HR factor, compared to full load (for each New DG at
Reference conditions)

Unit 40% 45% 50% 55 60% 65 70% 75 80% 85 90% 95% 100%
load % % % %
(%)

SFC -- -- -- -- -- -- -- -- -- -- -- -- 1
factor,

147
 *
Expected values above 1 for lower load %, due to higher expected HR/SFC at part load
operation

6 Plant Model outputs

(a) The Plant Model main outputs shall include:

(i) Total projected fuel consumption - TFDPMs,m,y in Schedule B

(ii) Projected PV Output: Expected PV plant output based on measured irradiance,

measured module temperature and guaranteed PR - PPVs,i,m,y in Schedule B

(iii) Day-ahead and week-ahead forecasted demand, used to calculate Demand Not
Met (MWh)

(iv) Calculation of the monthly invoice amounts based on PPA Schedule B

(v) Generation of the monthly invoice and supporting documentation

(b) The secondary outputs from the Plant Model shall include at least the following calculation
results on an hourly basis and aggregated for the month:

(i) PV Plant performance: (Actual PV output + Curtailed PV energy) / Projected PV

Output (%)

(ii) PV penetration (%): “Electrical Energy Delivered by the PV Plant” / “Electrical

Energy Delivered by the Plant”

(iii) Maximum PV energy: maximum allowed PV generation considering current demand

and (technical) constraints (MWh)

(iv) Flag for “Deemed Energy”: in case any if the PV plant is curtailed during any of the
6-minute periods in the hour

(v) Curtailed PV energy (MWh): only for periods flagged “Deemed Energy”, “PV
deemed energy” – “Solar PV measured energy export”

(vi) Energy demand to be met by DG units (MWh): “Electrical Energy Delivered by the
Plant in MWh” – Projected PV Output + “Projected Curtailment” – BESS Discharge
+ BESS Charge

(vii) Excess DG energy (MWh): “Electrical Energy Delivered by Diesel Generators in

MWh” – “Energy demand to be met by DG units”

(viii) DG configuration and load for each DG (MW)

(ix) Baseload power capacity for each DG at actual conditions (MW)

(x) Load factor of each DG (%)

(xi) Heat rate or SFC factor for each DG (-)

(xii) Heat rate or SFC for each DG (kJ/kWh)

(xiii) Plant Common Auxiliaries (MWh): Electrical Energy Delivered by the Plant – Sum of
Electrical Energy Delivered by the Power Blocks

148
 (xiv) Total projected DG plant heat rate or SFC (kJ/kWh)

(xv) Total plant projected fuel heat consumption (GJ/hour)

(xvi) Required diesel fuel reserves based on demand forecast (m 3)

(xvii) Actual diesel fuel reserves (m3)

7 Plant Performance Model development process

(a) The Plant Model shall be developed by the Generator and the detailed Functional Design
Specifications shall be shared with Buyer for approval. During the Handover Tests, the
Generator shall test the performance of all Existing DG Assets at the following operating
points to obtain or validate the part load Heat Rate/SFC curves included in the Plant Model.
The Plant Model shall be verified/audited by an independent party and approved by the
Buyer prior to the COD.

(b) New DG Unit power and SFC or HR correction curves/formulas shall be added in case there
is a modification to the power plant, for instance when decommissioning DGs or adding
new DGs as part of a Capacity Expansion Event. The revision and verification of the Plant
Model shall form part of the Capacity Expansion Plan.

(c) The DG unit capacities shall be updated annually based on the Annual Performance Test
results. This modification shall be reviewed and approved by the Buyer before the revised
Plant Model can be used. In case the revised Plant Model is not improved in time for the
first invoice of the year, the current Plant Model (based on last year’s unit capacities) shall
be used. Any invoices generated before the approval of the revised Plant Model shall be
recalculated and the balance of any resulting deviations shall be settled in the next month’s
invoice.

(d) Both the Generator and Buyer have the right to test the performance of the Plant on an
annual basis and request a re-examination of the Plant Model in the case they believe there
is an error.

149
 SCHEDULE O

INITIAL SHAREHOLDING

150
 INITIAL SHAREHOLDING

No. Name of Founder Nationality No. of Share Value %

Shares (OMR)

1 [-] [-] [-] [-] [-]

2 [-] [-] [-] [-] [-]

3 [-] [-] [-] [-] [-]

Total [-] [-] [-]

151