POWER PURCHASE AGREEMENT (PPA)

PREAMBLE:

THIS RENEWABLE ENERGY POWER PURCHASE AGREEMENT (this "Agreement") is

entered into by and between:

(1) ___________________________, a limited liability company (Registration No.

___________________) incorporated under the laws of South Africa and having its
principal place of business at ____________________ in the Republic of South Africa
(the "Seller"); and

(2) THE CITY OF CAPE TOWN, (the "Buyer"),

(together, the "Parties", and "Party" means either of them).

INTRODUCTION

(A) The Seller has been, or expects shortly to be granted, and currently holds, or
expects shortly to hold, or is exempted from holding, an electricity generation
licence permitting it to own, operate, generate and sell energy from a n electricity
generation facility as described in Schedule 1.

(B) The Seller wishes to sell all the Energy Output from the Facility to the Buyer, and
the Buyer wishes to purchase all such Energy Output of the Facility from the Seller,
on the terms and conditions of this Agreement.

(C) The Parties wish to record their agreement in respect of the terms and conditions
governing the sale and purchase of Energy from the facility.

NOW THEREFORE THE PARTIES AGREE as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement the following capitalised words and expressions shall

have the following meanings (and cognate expressions shall have

corresponding meanings):
"Achieved Capacity" means the Capacity of the Facility, as specified in

the Facility Completion Form, and which may not be greater than the

Contracted Capacity;

“Affected Party” means a party to this agreement which is rendered

unable to perform its contractual obligations due to the occurrence of a

Force Majeure event;

"Agreed Form" means, in relation to any document not executed

simultaneously with this Agreement, the terms and conditions of that

document have been agreed by the Parties and initialled by each of them

for identification purposes on or before the Signature Date;

"Agreed Interest Rate" means the prime rate of interest (expressed as a

percentage rate per annum) at which First National Bank, a division of First

Rand Bank Limited (or should First National Bank or First Rand Bank Limited

cease to exist, any other major commercial bank in South Africa) lends on

overdraft, as published by that bank from time to time, provided that, in

respect of any day for which no such rate is published, the applicable rate

shall be that prevailing in respect of the last day for which such rate was

published;

"Allowed Grid Unavailability Period" means where the Facility is not

connected to the Distribution System, a maximum of 5% in every Contract

Year, i.e. the Distribution Grid will be available at least 95% of the time over

any given period, per individual point of connection

"Assign" shall have the meaning given to it in clause 23.1 (Prohibition on

Assignment) and the term "Assignment" shall be construed accordingly;

"Billing Period" means each period of one (1) Month which falls within the

Term, provided that:

(a) the first Billing Period shall commence on the day on which the Seller

becomes entitled to a Deemed Energy Payment contemplated in clause

15.4.1, on the first day of the Early Operating Period, or otherwise on the

Commercial Operation Date (as appropriate), and shall end on the last

day of the Month in which the first Billing Period commenced; and

(b) the final Billing Period shall commence on the first day of the Month in

which the Termination Date occurs and end on the Termination Date;

"Business Day" means a day, other than a Saturday or a Sunday or an

official public holiday in South Africa;

"Capacity" means, in respect of the Facility, at any time and from time to

time, the capability (expressed in MW) of such Facility, as the case may

be, to generate and provide Energy to the Delivery Point. For the

avoidance of doubt, Capacity shall be net of auto-consumption and the

electrical losses up to the Delivery Point;

“Capital Expenditure” means any expenditure treated as capital

expenditure under GAAP;

"Change in Control" means any change whatsoever in Control, whether

effected directly or indirectly, excluding any change of Control in respect

of a company listed on a stock exchange;

"Claims" means any and all suits, sanctions, legal proceedings, claims,

assessments, judgments, damages, penalties, fines , liabilities, demands

and/or losses by, on behalf of or in favour of any third party;

"Codes" means, as applicable, any code in respect of electricity

generation, distribution or transmission as published by NERSA from time to

time;

"Commence and Continue Construction" means that:

(a) the Seller has authorised a Contractor to commence works under the

terms of a binding written contract that is directly related to the

construction of the Facility and such Contractor has begun significant

ground works, such as excavations for laying foundations or cables or

other substantial action that would involve significant cost for and effort

from such Contractor to undertake; or

(b) the Seller has procured Key Equipment items that involve material

expenditure in relation to the construction of the Facility, and has provided

proof to the Buyer's reasonable satisfaction that such procurement has

taken place and expenditure has been incurred, provided that to

Commence and Continue Construction does not include:

(A) preparing unpaved access roads to and around the Project Site;

(B) investigation of the Project Site, including geotechnical investigations

to determine foundation conditions and other preconstruction monitoring

or testing to establish background information related to the ground

conditions of the Project Site;

(C) clearing land or erecting fences on and surrounding the Project Site;

and

(D) dismantling pre-existing buildings or machinery on the Project Site in

order to Construct the Facility,

and that Construction works are on-going and have not been suspended

or abandoned; and the phrase "Commenced and Continued

Construction" shall have a corresponding meaning;

"Commercial Energy" means the Energy Output delivered by the Seller to

the Buyer during the Operating Period;

"Commercial Energy Payment" means, in relation to each Billing Period, an

amount (excluding VAT) that is due and payable by the Buyer to the Seller

for the Commercial Energy delivered in that Billing Period, which payment

shall be calculated with reference to the Commercial Energy Rate;

"Commercial Energy Rate" means the rate per kWh applicable to

Commercial Energy, as specified in Schedule 1 Part 3 (Energy Rates);

"Commercial Operation Date" means the date specified in the Notice of

Commencement of Facility as being the Commercial Operation Date of

the Facility in terms of clause 5.6 (Commercial Operation Date);

“Conditions Precedent” means the conditions set out in Clause 3 of this

Agreement, fulfilment of which is a prerequisite for this Agreement to

become of full force and effect;

"Connection Works" means the Facility Connection Works or the

Distribution Connection Works, as applicable;

"Consents" means all consents, permits, clearances, authorisations,

approvals, rulings, exemptions, registrations, filings, decisions, licences,

required to be issued by or made with any Responsible Authority in

connection with the performance of any of the Construction, Operation

and Maintenance of the Facility by the Seller;

"Construct" means to investigate, survey, design, engineer, procure,

construct, install, test, commission and do any and all other related things

in accordance with the standards of a Reasonable and Prudent Operator,

and the term "Construction" shall have a corresponding meaning;

"Consumer Price Index" means the weighted average consumer price

index (April/June 2021 = 100) as published by Statistics South Africa (or its

equivalent successor entity), which is referred to as "Headline CPI -All urban

areas" in Statistical Release P0141 from time to time (or equivalent

successor index);

"Contract Year" means each twelve (12) Month period, commencing at

00:00 hours on 1 July and ending at 24:00 hours on 30 June of the following

year, provided that:

(a) the first Contract Year shall commence at 00:00 hours on the first day

of the Early Operating Period, or otherwise at 00:00 hours on the

Commercial Operation Date, and shall end at 24:00 hours on 30 June of

the following year; and

(b) the final Contract Year shall end at 24:00 hours on the Termination

Date;

"Contracted Capacity" means the Capacity of the Facility, at the Delivery

Point , net of auto-consumption and the electrical losses up to the Delivery

Point, as stated in Schedule 1 (Details of Project and Facility);

"Contractor" means any contractor directly engaged by the Seller to the

whole or any part of the Construction, Operation and/or Maintenance of

the Facility;
"Control" means the power, directly or indirectly, to direct or cause the

direction of the management and policies of a person, whether through

the ownership of voting securities or any interest carrying voting rights, or

to appoint or remove or cause the appointment or removal of any

directors (or equivalent officials) or those of its directors (or equivalent

officials) holding the majority of the voting rights on its board of directors

(or equivalent body), whether by contract or otherwise, and " Controlled"

shall be construed accordingly;

"Curtailment" means any instruction from the System Operator to limit or

reduce the Energy Output of the Facility;

"Daily Forecast Generation Profile" has the meaning ascribed to it in the

clause below dealing with daily generation forecasts;

"Deemed Energy" means that Energy Output that would otherwise be

available to the Buyer, but for a System Event, as determined in

accordance with Schedule 6 (Deemed Energy Payment);

"Deemed Energy Payment" means an amount (excluding VAT) that shall

be due and payable by the Buyer to the Seller for the Deemed Energy

during a specified period pursuant to the provisions of clause 15

(Consequences of a System Event), which payment shall be calculated in

accordance with Schedule 6 (Deemed Energy Payment) with reference

to the Commercial Energy Rate, and dependent on the period in respect

of which such payment is due and payable;

Delivery Point" means the physical point, situated on the higher voltage

side of the generator transformer of the Facil ity, where the Facility

connects to the System (whether or not such point is situated on or off the
Project Site), and where the Energy Output is to be delivered by the Seller

to the Buyer as described in Schedule 1 (Details of Project and Facility);

"Direct Loss" means, in respect of either Party, any losses, liabilities,

expenses, damages, costs and claims (including Claims) arising directly as

a result of the other Party's failure to perform its obligations under this

Agreement, and for the avoidance of doubt, includes, in respect of the

Seller, any loss of payment which would have bee n due to it but for the

Buyer's breach of this Agreement;

"Distribution Connection Works" means the Municipal Connection Works,

as appropriate, and as defined in the Embedded Generation Grid

Connection Contract;

"Distribution System" means the distribution network owned and operated

by the Distributor which operates at a nominal voltage of one hundred and

thirty two (132) kV or less, as described in the Codes, as that system may

be refurbished, modified, extended or developed from time to time during

the Term (but not including any private network used by the Facility or

customers of the Distributor);

"Distribution Licence" means the distribution licence granted to the City of

Cape Town by NERSA under Licence Number NER/D/CAPE TOWN in terms

of Section 7(1) of the Electricity Regulation Act No 4 of 2006 (as amended)

to (i) own and operate the Distribution System and (ii) operate a

distribution facility in the areas listed in the said licence.

"Distributor" means the City of Cape Town, which has been licensed to act

a distributor pursuant to the Distribution Licence.

"Due Date" has the meaning given to it in clause 10.2 (General principles

as regards invoicing);

"Early Operating Energy" means the Energy Output delivered by the Seller

to the Buyer, measured during the Early Operating Period;

"Early Operating Energy Payment" means, in relation to each Billing Period

during the Early Operating Period, the amount (excluding VAT) that shall

be due and payable by the Buyer to the Seller for Early Operating Energy

delivered during that Billing Period, which shall be the product of the Early

Operating Energy delivered during that Billing Period and the Early

Operating Energy Rate;

"Early Operating Energy Rate" means the rate applicable to the supply of

Early Operating Energy, being sixty per cent (60%) of the Commercial

Energy Rate, as specified in Schedule 1 Part 3 (Energy Rates);

"Early Operating Period" means the period commencing at 00:00 on the

Commencement Date of the first Energy generation, and ending on the

later of the Scheduled COD and the Commercial Operation Date;

"Effective Date" means the Signature Date;

"Embedded Generation Grid Connection Contract" means the agreement

entered into between the Seller (as Customer) and the Distributor which

sets out the terms and conditions on which the Facility will be connected

to and use the Distribution System;

“Energy" means electrical energy, and is measured in kWh;

"Energy Output" means the Energy (expressed in kWh) delivered to the

Delivery Point;
"Equity" has the meaning given to it in the Implementation Agreement;

"Expiry Date" means the date falling 20 (twenty) years after the Scheduled

COD, as may be extended or amended in accordance with the terms of

this Agreement;

"Facility" means the generation facility located at the Project Site and

comprising all plant, machinery and equipment, all associated buildings,

structures, roads on the Project Site that are not national, provincial or

municipal roads, and other appurtenances, as further described in

Schedule 1 (Details of Project and Facility), together with all required

interfaces to be Constructed for the safe, efficient and timely Operation

of that facility, including all Facility Connection Works and, for the

avoidance of doubt, excluding the Distribution Connection Works, as the

case may be;

"Facility Completion" means the mechanical and electrical completion of

the Facility, and the issue of the relevant Facility Completion Form;

"Facility Completion Form" means the notice in the form of Schedule 2, Part

2 (Facility Completion Form), which is to be completed by the

Independent Engineer and delivered to the Buyer in respect of the

mechanical and electrical completion of the Facility, in accordance with

the clause below relating to facility completion and commissioning ,

confirming that the Facility has been duly completed;

"Facility Connection Works" has the meaning given to it in the Embedded

Generation Grid Connection Contract as applicable;

"Facility Metering Installation" means metering equipment (including an

electronic main meter) conforming with the requirements of and

standards set out in the Codes and installed by the Seller in accordance

with such codes;

"Force Majeure" means any act, event, or circumstance, or any

combination of acts, events or circumstances which:

(a) is beyond the reasonable control of the Affected Party;

(b) is without fault or negligence on the part of the Affected Party and is not

the direct or indirect result of a breach by the Affected Party of any of its

obligations under any Project Document;

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

overcome by the Affected Party, acting in accordance with the standards

of a Reasonable and Prudent Operator; and

(d) prevents, hinders or delays the Affected Party in its performance of all (or

part) of its obligations under this Agreement

(a “Force Majeure Event”).

Without limiting the generality of the foregoing, a Force Majeure Event may

include any of the following acts, events or circumstances, but only to the

extent that it satisfies the requirements set out in sub-clauses (a) through (d)

above:

(i) any action or failure to act by a Responsible Authority, including without

limitation, any Authorisation (a) ceasing to remain in full force and effect

other than in accordance with the terms and conditions upon which it

was issued or by reason of the failure of the holder thereof to comply

with any of its terms or conditions or (b) not being issued or renewed

upon application having been properly made;

(ii) lightning, fire, earthquake, tsunami, drought, unusual flood, violent storm,

cyclone, typhoon, tornado or other natural calamity or act of God;

(iii) pandemic, epidemic or plague (including for the avoidance of doubt

any effects of the outbreak of COVID-19 (or any mutations or further

strains thereof)); and any instruction, regulation, directive legislation or

the like issued by a Responsible Authority in response to such acts, events

or circumstances;

(iv) strikes, lock-outs and other industrial action other than by employees of

the Affected Party or of any Affiliate of the Affected Party or of any

contractor or supplier of the Affected Party or of any Affiliate of the

contractor or supplier;

(v) accidents or explosions;

(vi) acts of war whether declared or not, invasion, armed conflict, act of

foreign enemy or blockade in each case occurring within or involving

the Republic of South Africa;

(vii) acts of rebellion, riot, civil commotion, act or campaign of terrorism, or

sabotage of a political nature, in each case occurring within the

Republic of South Africa, except in respect of these acts forming part of

or directly caused by strikes, lock outs and other industrial action by the

employees of the Affected Party or of any Affiliate of the Affected Party

or of any contractor or supplier of the Affected Party or of any Affiliate

of the contractor or supplier;

(viii) boycott, sanction or embargo;

(ix) any restriction imposed by a Responsible Authority in respect of the

supply of water to the Facility and or any limitation imposed by a

Responsible Authority in respect of any water use right pursuant solely to

any natural event, disaster or Act of God, (which includes but is not

limited to cyclone, drought, fire, lightning, earthquake, explosion,

tsunami, tempest, unusual flood, violent storm, typhoon, tornado,

ionising radiation, pandemic, epidemic or plague);

(x) any failure or delay by a Responsible Authority to issue any permits,

licenses or approvals which a Party is required to provide under this

Agreement and for which such Party has duly and timeously applied for,

and has diligently pursued in accordance with the standards of a

Reasonable and Prudent Operator;

(xi) a Force Majeure Event in respect of the Embedded Generation Grid

Connection Contract; or

Notwithstanding any other provision of this Agreement, the following shall

not constitute Force Majeure:

(A) failure of any Party to make any payment of money in accordance

with its obligations under this Agreement, provided always that the

obligation of the Affected Party to make such a payment of money

is not excused in terms of this Agreement by reason of an event of

Force Majeure;

(B) late delivery of fuel, equipment, machinery, plant, spare parts or

materials caused by negligent conduct or wilful misconduct on the

part of the Affected Party or any of its suppliers or contractors ;

(C) late performance by any Party, caused by such Party or such

Party’s equipment suppliers, suppliers, contractors, or

subcontractors, except where such cause is itself a Force Majeure

Event;

(D) mechanical or electrical breakdown or failure of equipment,

machinery or plant owned or operated by any Party due to the

manner in which such equipment, machinery or plant has been

operated or maintained;

(E) delays resulting from reasonably foreseeable unfavourable

weather or reasonably foreseeable unsuitable ground conditions or

other similar reasonably foreseeable adverse conditions ;

(F) any failure by the Affected Party to obtain and/or maintain or

cause to be obtained and/or maintained any Consent;

(G) strikes, lockouts and other industrial action by the employees of the

Affected Party, any of its Affiliates or any contractor of the Affected

Party or of any Affiliate, unless such action is part of any wider

industrial action involving a significant section of the construction

industry or the electricity supply sector;

(H) wear and tear or random flaws in materials and equipment or

breakdown in or degradation of equipment or machinery of the

Affected Party;

(I) an event, circumstance or situation that arises as a direct or indirect

result of any appeal or review being lodged against any

amendment to any of the Authorisations issued in terms of any

environmental Laws;
(J) an event, circumstance or situation that arises as a direct or indirect

result of any Responsible Authority imposing additional conditions

on the Affected Party in terms of any Consents issued in terms of

any environmental Laws.

(K) Loss of connection to the grid due to load curtailment by the National

System Operator.

"Forecast Generation Profiles" has the meaning given to it in the clause

below dealing with generation forecasts ;

"Government" means the government of the Republic of South Africa as

contemplated in The Constitution of the Republic of South Africa, 1996,;

" In Plane Irradiance", in the context of solar photovoltaic facilities, has the

meaning ascribed to it in Schedule 6 (Deemed Energy Payment);

"Independent Engineer" means the independent consulting engineer

(appointed in accordance with the provisions of clause 5.2 below relating

to the independent engineer), to act jointly on behalf of the Seller and the

Buyer;

"Independent Expert" means:

(a) a chartered accountant of not less than ten (10) years professional
experience, nominated at the request of any Party by the President for the
time being of the South African Institute of Chartered Accountants:
Western Cape Region, if the matter relates primarily to a financial or
financial management matter; or

(b) an attorney or advocate of not less than ten (10) years professional
experience agreed to between the Parties, and failing agreement
nominated (at the request of either Party) by the Chairman for the time
being of the Legal Practice Council: Western Cape, if the matter relates
primarily to a legal matter; or

(c) an electrical or power engineer of not less than ten (10) years
professional experience agreed to between the Parties and failing
agreement nominated (at the request of either Party) by the President for
the time being of the Engineering Council of South Africa, if the matter
relates primarily to an engineering matter;

"Indexed" or "Indexation" shall have the meaning ascribed to it in Schedule

1 Part 3 (Energy Rates);

"Invoice" means a tax invoice meeting the requirements of the VAT Act,

and denominated in Rand;

"Last COD" means the date which falls eighteen (18) months after the

Scheduled COD;

"Law" means:

(a) any statute, ordinance, treaty, decree, proclamation or subordinated

legislation or other legislative measure, including all national and

provincial statutes and legislation and all municipal bylaws, as well as the

common law and customary law and any judgment, decision, order or rule

of any court or tribunal with relevant jurisdiction, in each case having the

force of law in South Africa; and

(b) any present or future directive, requirement, instruction, request, order,

regulation, condition of or limitation in any necessary approval, permission,

permit, approval, consent, licence, authorisation, registration, grant,

acknowledgement, exemption or agreement to be obtained from any

Responsible Authority, or direction or rule of a Responsible Authority which

is legally binding or, if not legally binding, would customarily be complied

with by a Reasonable and Prudent Operator, including the Codes;

"Maintain" means to maintain in good working order and condition and,

as necessary, to inspect, refurbish, repair, secure, replace, modify,

reinstate, overhaul and test so that the plant, machinery, equipment or

facility concerned may be Operated at all material times as required by

the clause below relating to general seller undertakings (General Seller

Undertakings), and the term "Maintenance" shall be construed

accordingly;

"Minimum Acceptance Capacity" means a Capacity of the Facility which

is equal to fifty percent (50%) of the Contracted Capacity of the Facility;

"Month" means a period of one (1) calendar month accordi ng to the

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;

“National System Operator” means Eskom Holdings SOC Limited.

"NERSA" means the National Energy Regulator of South Africa as

established by section 3 of the National Energy Regulator Act, 4 of 2004;

"Notice of Commencement of Facility" means the notice in the form of

Schedule 2 Part 4 (Form of Notice of Commencement of Facility) and that

delivered by the Seller to the Buyer in terms of clause 4.7 (Commercial

Operation Date);
"Operate" means to despatch the Facility, and otherwise operate as

required by the clause below relating to general seller undertakings , and

the term "Operation" shall be construed accordingly;

"Operating Period" means the period from the later of the Commercial

Operation Date and the Scheduled COD to the Termination Date;

"Outage" means a Scheduled Outage or an Unscheduled Outage;

"Project Data" has the meaning ascribed to it in clause 12.2.1;

“Project Documents” means the contracts described in Schedule 7 relating

to the project which is the subject of this agreement, to be executed by

the parties simultaneously with this Agreement;

"Project Site" means the site upon which the Facility is to be Constructed

and Operated as more fully described and defined in Schedule 1 ( Details

of Project and Facility);

"Rand", "ZAR" and "Cent" mean the lawful currency of South Africa and

"Cent" is a one-hundredth (100th) part of one (1) Rand;

"Reactive Energy Output" means reactive energy (expressed in kilowatt

hours) as measured at the Delivery Point, being the product of voltage

and current and the sine of the phase angle between them integrated

over anytime period;

"Reasonable and Prudent Operator" means a person seeking in good faith

to perform its contractual obligations and, in so doing and in the general

conduct of its undertaking, exercising that degree of skill, diligence,

prudence, responsibility and foresight which would reasonably and

ordinarily be expected from a skilled and appropriately experienced

developer, contractor, owner or operator internationally, who is

complying with all applicable Laws, engaged in the same or a similar type

of undertaking, in the same or similar circumstances and conditions, and

any references herein to the "standards of a Reasonable and Prudent

Operator" shall be construed accordingly;

"Reference Pyranometer" has the meaning ascribed to it in Schedule 6

(Deemed Energy Payment);

"Reference Temperature Sensor" has the meaning ascribed to it in

Schedule 6 (Deemed Energy Payment );

“Renewable Energy Grid Code” means the Grid Connection Code for

Renewable Power Plants (RPPs) Connected to the Electricity Transmission

System (TS) or the Distribution System (DS) in South Africa Version 3.0

(August 2019), as published by NERSA and as may be amended by NERSA

from time to time;

"Responsible Authority" means any ministry or department, any minister,

any organ of state, any official in the public administration or any other

governmental or regulatory department, commission, institution, entity,

service utility, board, agency, instrumentality or authority (in each case,

whether national, provincial or municipal) or any court, each having

jurisdiction over the matter in question, but excluding for all purposes the

Buyer;

"Scheduled COD" means the date which corresponds to the stated

Scheduled COD in Schedule 2 Part 1 (Completion Milestones), as

extended or amended in accordance with the terms of this Agreement;

"Scheduled Outage" means any period in which the Facility is scheduled

for planned Maintenance in accordance with Schedule 3 (Scheduled and

Unscheduled Outages);

"Seller Default" means any of the following events or circumstances (in

each case, other than where solely due to Force Majeure, a System Event,

or Unforeseeable Conduct):

(a) an order being made for the winding-up, liquidation, business rescue

or dissolution of the Seller (in any of these cases, where applicable,

whether provisional or final and whether voluntary or compulsory);

(b) the Seller has not Commenced and Continued Construction of the

Facility within one hundred and eighty (180) days of the Effective Date;

(c) the Seller fails to achieve the Commercial Operation Date on or befo re

the Last COD;

(d) NERSA lawfully withdraws, revokes or cancels the Seller's generation

licence due to the Seller's act or omission;

(e) the Seller abandons the Construction or Operation and Maintenance

of the Facility;

(f) the Seller fails to comply with any provision of the clauses below relating

to assignment and changes in control ; and

(g) any other breach of any material provision of this Agreement has

occurred more than once and:

(h) the Buyer has given an initial warning notice to the Seller descri bing

that breach in reasonable detail and stating that if that breach persists or
recurs then the Buyer may take further steps to terminate this Agreement;

and

(i) the Buyer has issued a second and final warning notice following the

persistence or recurrence of that breach in the period of forty-five (45)

days after the initial warning notice, stating that if that breach persists or

recurs within the period of forty-five (45) days after the final warning notice

then the Buyer may exercise its rights in term s of the clause below relating

to Seller default;

"Signature Date" means the date this Agreement has been duly executed

by the second signatory of the Parties;

"South Africa" or "RSA" means the Republic of South Africa;

"Special Loss" means, in relation to either Party, any loss or damage

suffered or incurred by it which does not constitute a Direct Loss, including

indirect losses, consequential or special losses and wasted or increased

overheads;

"System Event" means:

(a) any delay solely attributable to the Distributor in the connection of the

Facility to the Distribution System ; or

(b) any constraint, unavailability, interruption, Curtailment, breakdown,

inoperability or failure of or disconnection from, the whole or any part of

the Distribution System , that is not caused by any Force Majeure or an act

or omission of the Seller or a Contractor. It is specifically agreed that

curtailment by the National System Operator (“load shedding”) will

constitute a System Event where a generator is connected to a main

substation, but will not constitute a System Event where a generator is

connected to a substation deeper within the network than at main

substation level.

c) In the event that the Seller does not maintain premium equipment that

ensures its firm supply, the City will be entitled to in time decommission such

equipment that may lead to a loss of the agreed firm supply to the

generator site. In such circumstances, loss of supply due to curtailment or

network outages will not constitute a system event, and deemed energy

payment will not be applicable

System Metering Installation" means back-up metering equipment

(including an electronic check meter) conforming with the requirements

of, and standards set out in, the Codes, installed by the Buyer at the

Delivery Point

"System Operator" has the meaning given to it in the Codes;

"Term" has the meaning given to it in clause 2 (Term), as such period of

time may be amended, reduced or extended in accordance with the

terms of this Agreement;

"Termination Date" means the Expiry Date or the date of the earlier

termination of this Agreement in accordance with cl ause 18 (Termination);

"Unforeseeable Conduct" shall occur if, after the Signature Date, the Buyer

or the Distributor (as the case may be) or any Responsible Authority takes

any action (including the introduction, application, or change of any Law,

regulation, by-law or order having the force of Law) or fails to carry out its

obligations as prescribed by Law, that:

(a) has an impact on the Commercial Energy Rate or the Early Operating

Energy Rate; or

(b) results in one or more changes to the Codes that have a material

financial impact on the Project; or

(c) has an effect other than the effect detailed in sub-clause (a) or (b):

(i) the principal effect of which is directly borne by:

(1) the Project and not other similar projects;

(2) the Seller and not other persons; or

(3) parties undertaking projects similar to the Project and not other

persons; and

(ii) in respect of which the Seller is not entitled to any other relief pursuant

to any other provisions of this Agreement; and

(iii) which was not foreseen by the Seller on or before the Signature Date

or if it was foreseen, the impact on the Project was not foreseen; and

(iv) which could not reasonably have been foreseen by any person in the

position of the Seller on or before the Signature Date or if it could

reasonably have been foreseen, the impact on the Project could not

reasonably have been foreseen; provided that, in respect of all situations

falling within sub-clauses (a), (b) or (c):

(aa) Unforeseeable Conduct shall be deemed not to have occurred

under circumstances where any action or omission of the Buyer , the

Distributor or the Responsible Authority is in direct response to any act or

omission of the Seller which is illegal (other than an act or omission

rendered illegal by virtue of such conduct of the Responsible Authority) or

in violation of agreements to which the Seller is a party;

(bb) an increase in taxes of general application which does not

discriminate against the Seller or against the Seller and other parties

undertaking projects similar to the Project shall be deemed not to be

Unforeseeable Conduct;

(cc) Unforeseeable Conduct shall be deemed not to have occurred if

such conduct by the Buyer, the Distributor , or any Responsible Authority is

required as a result of an event of Force Majeure an d is reasonably

proportionate thereto; and

(dd) Unforeseeable Conduct shall not include any Law that was enacted

or made but not yet in force as at the Signature Date, or any bill that was

promulgated for comment at any time before the Signature Date if an d to

the extent that such bill is materially unchanged when enacted and

brought in effect;

“Unscheduled Outage” means any outage of the Facility that is not a

Scheduled Outage;

"Use of System Charges" means the Distribution Use-of-System Charges as

defined in the Embedded Generation Grid Connection Contract;

"VAT" means value-added tax levied in terms of the VAT Act;

"VAT Act" means the Value-Added Tax Act, 1991, as amended or replaced

from time to time;

"Week" means a period of seven (7) days, beginning at 00:00 on a Monday

and ending at 24:00 on the next succeeding Sunday;

 "Weekly Forecast Generation Profile" has the meaning ascribed to it in

clause 8.1 (Weekly generation forecast); and

1.2 Interpretation

In this Agreement, unless otherwise specified:

1.2.1 the index and headings of clauses of this Agreement are for ease of

reference only and shall be ignored in the interpretation and

application of this Agreement;

1.2.2 words importing the singular shall include the plural and vice versa

and words importing one gender shall include the other genders;

1.2.3 references to any Recital, clause, paragraph, Schedule or Annex are

to those contained in this Agreement, and references to a part of a

Schedule are to the part of the Schedule in which the reference is

relevant, and all Schedules and Annexes to this Agreement are an

integral part of this Agreement. If there is any conflict between of the

main body of this Agreement and the provisions of any of the

Schedules or Annexes, the provisions of the main body shall prevail;

1.2.4 unless otherwise specified, all references to any time shall be to the

time of day in Johannesburg, South Africa;

1.2.5 "person" includes a corporation, company, firm, government, state or

agency of a state or any association or partnership (whether or not

having separate legal personality) of any of the foregoing that is by

Law as the subject of rights and duties, and references to a " person"

(or to a word incorporating a person) shall be construed so as to

include that person's successors in title and assigns or tra nsferees;

1.2.6 in computation of periods of time from a specified day to a later

specified day, "from" means from and including and "until" or "to"

means to and;

1.2.7 "include", "including" and "in particular" shall not be construed as

being by way of limitation, illustration or emphasis only and shall not

be construed as, nor shall they take effect as, limiting the generality

of any preceding words. The words "other" and "otherwise" shall not be

construed so as to be limited or defined by any preceding words,

where a wider construction is reasonably possible;

1.2.8 references to a "Party", the "Seller" or the "Buyer" shall include its

successors and permitted assignees, provided that, in the case of the

Seller, the relevant transfer or assignment has received the prior

written approval of the Buyer;

1.2.9 references to this "Agreement" or any other document shall be

construed as references to this Agreement or that other document as

amended, varied, novated, supplemented, or replaced from time to

time, provided that, in the case of any other document, such

amendment, variation, novation, supplement or replacement has

received the prior written approval of the Buyer;

1.2.10 references to any amount shall mean that amount exclusive of VAT,

unless the amount expressly includes VAT;

1.2.11 references to legislation include any statute, by-law, regulation, rule,

subordinate legislation or delegated legislation or order, and a

reference to any legislation is to such legislation as amended,

 modified or consolidated from time to time, and to any legislation

replacing it or made under it;

1.2.12 the terms "hereof", "herein", "hereunder" and similar words refer to this

entire Agreement and not to any particular clause, paragraph, Part,

Schedule or any other subdivision of this Agreement;

1.2.13 the rule of construction that, in the event of ambiguity, an agreement

shall be interpreted against the Party responsible for the drafting

thereof, shall not apply in the interpretation of this Agreement;

1.2.14 the expiration or termination of this Agreement shall not affect such

of the provisions of this Agreement as expressly provide that they will

operate after any such expiration or termination or which of necessity

must continue to have effect after such expiration or termination,

notwithstanding that these provisions do not expre ssly state this; and

1.2.15 if any provision in clause 1.1 (Definitions) is a substantive provision

conferring rights or imposing obligations on either Party then,

notwithstanding that such provision is contained in such clause, effect

shall be given thereto as if such provision were a substantive provision

in the body of this Agreement.

1.3 Abbreviations

In this Agreement the following abbreviations shall have the following

meanings:

°C - means Degrees Centigrade;

A - means Amperes;

h - means Hours
 kWh – means kilowatt-hours

m - means Metres;

MWh – means Megawatt-hours

s - means Seconds;

V - means Volts;

W - means Watts.

1.4 Units of measurement

Unless a provision of this Agreement expressly requires otherwise, all

technical data and information contained in this Ag reement or in any

document relating to or arising out of this Agreement shall be interpreted

and expressed in a manner consistent with the International System of Units

(Systeme International d'Unites) (8th edition, 2006).

1.5 Rounding up

Unless a provision of this Agreement expressly requires otherwise, in making

calculations in accordance with this Agreement:

1.5.1 the calculation of any sums of money owing by either Party under this

Agreement shall be performed to the nearest Cent; and

1.5.2 any other calculation shall be performed to an accuracy of three (3)

decimal places, with a fourth digit, after the decimal point, having a

value of five (5) or above being rounded up.

1.6 Status of agreement

In the event of a conflict between the provisions of this Agreement and an

agreement referred to in Schedule 7, this agreement will prevail.

2. TERM

This Agreement shall be effective from the Effective Date until the earlier of:

2.1 its termination in accordance with clause 18 (Termination); or

2.2 the Expiry Date, (such period being the "Term" of this Agreement).

3 CONDITIONS PRECEDENT

3.1 Effectiveness of rights and obligations

Save for clauses relating to definitions and interpretation, term of the agreement,
intellectual property, dispute resolution, limitation of liability, third party indemnity,
confidentiality, governing law and jurisdiction, notices and warranties, and the like,
which come into effect on signature of the agreement, none of the other provisions
of this Agreement shall be effective until the Conditions Precedent listed in Clause
3.2 have been fulfilled or duly waived in accordance with Clause 3.4.

3.2 Conditions Precedent

The Conditions Precedent referred to in Clause 3.1 (Effectiveness of rights and

obligations) are the following, provided that the following does not necessarily
constitute an exhaustive list of conditions which must be fulfilled in order for the
Agreement to be of full force and effect, and any conditions not stated which
render the agreement inoperable will also be deemed to be Conditions Precedent:

3.2.1 the Seller shall have obtained all or any of the authorisations required by any
regulatory authority (including the Buyer, as applicable), statute, regulation or by-
Law for the implementation of this Agreement, the installation, commissioning and
operation of the Facility as well as the production and delivery of the Commercial
Energy to the PUC and the Delivery Point, including such authorisations for
compliance with all Environmental legislation, regulations and/or policies;

3.2.2 the Seller shall have secured such funding (whether as equity or debt funding or
both) as it requires for the commencement, implementation and operation of the
 Project, including the sale and supply of the Reactive Energy Output, and all or any
Conditions Precedent in respect of such transactions are met;

3.2.3 NERSA and the Buyer shall have consented in writing to the transactions
contemplated in this Agreement, insofar as may be necessary;

3.2.4 the Seller shall have concluded upon terms and conditions acceptable to the
Parties thereto and, if so required, NERSA, a Use of System or similar agreement
between the Seller and the Buyer;

3.2.5 the Seller shall have provided to the Buyer a certificate signed by a duly authorised
officer of the Seller stating that the Conditions Precedent set out in Clauses 3 to 3.2.5
above have been met;

3.2.6 the Buyer shall have secured the issuance and grant of all internal buyer approvals
and the Buyer shall have provided to the Seller a certificate signed by a duly
authorised officer of the Buyer stating that this condition has been met;

3.2.7 the Buyer shall have obtained authority in accordance with the applicable
provisions of the Local Government: Municipal Finance Management Act 56 of
2003;

3.2.8 the board of the Seller shall have passed a resolution authorising the Seller to enter
into this Agreement, and certified copies of such authority or resolution shall have
been provided to the Buyer; and

3.2.9 all Schedules to this agreement have been completed in full and signed by the
Parties and have been included into this Agreement.

3.3 Responsibilities concerning Conditions Precedent

3.3.1 The Parties shall each use all reasonable efforts to cause the Conditions Precedent
listed in Clause 3.2 (Conditions Precedent) for which it is responsible to be satisfied
within twelve (12) Months after the Signature Date. The Buyer shall provide the Seller
with such reasonable cooperation as may be necessary to assist the Seller in
satisfying the Conditions Precedent listed above.

3.3.2 Each Party shall be responsible at its own expense for satisfying and procuring the
satisfaction of those Conditions Precedent for which it is responsible.
3.4 Waiver and extension

3.4.1 The Buyer may waive the requirement for the Seller to satisfy and procure the
satisfaction of any of the Conditions Precedent listed in Clause 3.2 (Conditions
Precedent) in writing. On receipt by the Seller of such waiver in writing, the relevant
Condition(s) Precedent will be deemed to have been satisfied for the purposes of
Clause 3.1 (Effectiveness of rights and obligations).

3.4.2 The Parties may, by agreement in writing, extend the date by which the Conditions
Precedent listed in Clause 3.2 (Conditions Precedent) are to be fulfilled, provided
such agreement is made prior to the expiry of the period stipulated in Clause 3.3.1.

3.5 Reports

Each Party shall notify the other in writing at least once a Month on the progress
made in satisfying the Conditions Precedent listed in Clause 3.2 (Conditions
Precedent) for which it is responsible.

3.6 Failure to fulfil

If the Conditions Precedent have not been satisfied or waived by the end of
the period referred to in Clause 3.3.1, either Party may immediately terminate
this Agreement by serving a Termination Notice on the other Party, in which
case either Party shall be discharged from any further obligations under this
Agreement save for those liabilities which have accrued and any right or
obligation expressed to arise upon or survive such termination.

4. PROJECT SITE

4.1 Project Site

The Seller shall obtain and maintain undisturbed use and possession of the

Project Site and such associated rights as may be necessary for the

purposes of undertaking and implementing the Project for the duration of

the Term. The Seller shall acquire such other land and/or rights in respect

of land as it requires in order to perform its obligations under this

Agreement and all such land and rights shall be deemed to form part of
 the Project Site and shall be at the sole risk of the Seller, subject to

applicable Laws. Details of the Project Site, including a scale map that

identifies the location of the Project Site, are included in Schedule 1

(Details of the Project and Facility) and a diagram setting out the

distribution lines and substation, interconnection facility, and significant

ancillary facilities including the facilities at the Delivery Point, is included in

Schedule 1 Part 2 (Single Line Diagram).

4.2 Risk and liability

Subject to applicable Laws, the Seller shall be fully responsible to the Buyer

for the suitability of the Project Site, for the conduct of the Project and for

the condition of the Project Site, including but not limited to its clim atic,

hydrological, hydro-geological, ecological, environmental, geotechnical,

geological, paleontological and archaeological conditions (including the

discovery of any heritage resources as defined in the National Heritage

Resources Act, 25 of 1999), the adequacy of the road and rail links to the

Project Site, the availability of adequate supplies of utilities , and the

security of the site.

4.3 Buyer's inspection rights

The Buyer shall have the right from time to time, on not less than forty -eight

(48) hours' written notice, to designate not more than four (4) of the Buyer's

representatives who shall be entitled to have access to the Project Site at

reasonable times for the purposes of viewing the Facility and verifying the

Seller's compliance with its obligations under this Agreement; provided

that the Buyer shall ensure that its representatives shall comply with all

Project Site health and safety rules, precautions and s tandards, and any
 other reasonable requirements of the Seller and its Contractors, and shall

not interfere with the Construction or Operation of the Facility.

4.4 No improvements

The Seller shall not be entitled to Construct or procure the Construction of

any addition to or any expansion of the Facility that is intended to or may

or will result in increasing the installed Capacity of the Facility beyond the

Contracted Capacity and the Capacity actually installed as at the

Commercial Operation Date, except with the express written consent of

the Buyer.

4.5 No use of electricity from an electrical supply system

The Parties record and agree that this Agreement does not permit the

supply of electrical energy to the Seller by the Buyer or from any other

supplier of electrical energy. The Parties record and agree that the

connection of the Facility to any electrical supply system for purposes of

drawing electrical energy from any electrical supply system for any

purpose shall be pursuant to a separate agreement entered into between

the Seller and the Distributor.

4.6 General Construction obligations

4.6.1 The Seller shall Commence and Continue Construction of the Facility

within one hundred and eighty (180) days of the Effective Date.

Should the Seller fail to Commence and Continue Construction of the

Facility within such period, the Buyer shall be entitled to terminate this

Agreement in accordance with clause 18.2 (Termination for Seller

Default) for a Seller Default, provided that should a dispute arise

regarding whether the Seller has Commenced and Continued

 Construction, such dispute shall be referred to the Independent

Engineer, whose determination shall be final and binding on the

Parties.

4.6.2 The Seller shall procure the Construction of the Facility in accordance

with:

4.6.2.1 all applicable Laws, including the Consents; and

4.6.2.2 the standards of a Reasonable and Prudent Operator.

4.6.3 The Seller shall provide or procure all plant, equipment, machinery

consumables, parts, materials and services whatsoever required for

the Construction of the Facility in accordance with the stand ards set

out in this clause 4.6.

4.7 Commercial Operation Date

4.7.1 The Seller shall use its reasonable endeavours to achieve the

Commercial Operation Date by the Scheduled COD.

4.7.2 If the Seller becomes aware that, for any reason, the Commercial

Operation Date will not be achieved by the Scheduled COD, the

Seller shall, without any unreasonable delay, notify the Buyer in writing

of that fact and measures that it will take to mitigate such delay and

of the impact of such measures on its ability to achieve the Scheduled

COD, upon implementing such measures.

5. TESTING AND COMMISSIONING

5.1 Connection to the Distribution System

5.1.1 The Seller shall give the Buyer at least sixty (60) days' advance written

notice of the date on which it anticipates it will require the Facility to

be connected to the Distribution System.

5.1.2 The Seller shall Construct the Facility Connection Works to enable The

Facility to connect to the Distribution System, except for the cable into

the substation and the switchgear therein, which the Buyer will install

at the Seller’s cost.

5.2 Independent Engineer

5.2.1 The Seller has, in Schedule [5] (List of firms - Independent Engineer),

identified up to five (5) firms of independent consulting engineers,

every one of which it recommends to be appointed as the

Independent Engineer for the purpose of this Agreement, and every

one of which the Seller warrants:

5.2.1.1 has at least seven (7) years professional experience as an

engineer in the renewable energy industry; and

5.2.1.2 as at the Signature Date, has not rendered services to the Seller,

any of its shareholders (direct or indirect), Contractors or Lenders

or any Affiliate of any of them in respect of the Project.

5.2.2 The Seller shall, as soon as practicably possible, but in any event within

twenty (20) Business Days of the Signature Date, engage with any (or

all) of such firms with a view to one (1) of them being appoint ed as

the Independent Engineer.

5.2.3 The Seller shall formulate the terms and conditions upon which the

Independent Engineer is to be appointed and shall obtain the

approval of the Buyer thereof.

5.2.4 The Seller shall keep the Buyer regularly informed of the Seller’s

progress towards the appointment of the Independent Engineer, and

shall be responsible for arranging for the signing of the agreement

when it contains all the terms and conditions that have been agreed

between the Seller, the Buyer and the Independent Engineer for the

appointment; and the Seller and the Buyer undertake to sign such

agreement at such time.

5.2.5 The Independent Engineer shall be appointed at the sole cost and

expense of the Seller, but shall act on behalf of, and owe a duty of

care to both the Buyer and the Seller equally.

5.2.6 Neither Party shall, without the prior written consent of the other Party

(such consent not to be unreasonably withheld) at any point during

the Term:

5.2.6.1 terminate or seek to amend materially the contract with the

Independent Engineer; or

5.2.6.2 appoint any other person to be the Independent Engineer.

Any person appointed to replace the existing Independent Engineer,

as Independent Engineer, shall be one of the other firms listed in

Schedule 5 (List of firms - Independent Engineer) or as agreed

between the Buyer and the Seller.

5.2.7 If, after the Signature Date, the Independent Engineer renders services

to the Seller (other than in terms of the Independent Engineer

 Agreement), any of its shareholders (direct or indirect), Contractors or

Lenders or any Affiliate of any of them in respect of the Project, the

Seller shall be obliged to notify the Buyer of this occurrence promptly

on becoming aware of same and, if the Buyer so elects, the Seller shall

terminate the contract with the appointed Independent Engineer.

5.2.8 If the contract with the Independent Engineer is terminated at any

point during the Term, a new Independent Engineer shall be

appointed in accordance with this clause 5.2 (Independent Engineer)

from one of the firms listed in Schedule 5 (List of firms - Independent

Engineer) or as agreed between the Buyer and the Seller, both acting

reasonably on terms substantially similar to the terms contained in the

agreement set out in Schedule 5 Part 2 (Independent Engineer

Agreement).

5.3 Facility Completion and Commissioning

5.3.1 The Seller shall use all reasonable endeavours to commission the

Facility and to procure the issue of the Facility Completion Form by

the Independent Engineer, at its own cost and in each case in

accordance with this clause 5.3 (Facility Completion and

Commissioning), Schedule 2 (Completion Milestones and Forms of

Notices), the Codes, and the standards of a Reasonable and Prudent

Operator, so as to cause the Commercial Operation Date to fall on or

before the Scheduled COD.

5.3.2 The Seller shall be obliged to procure the issue of the Facility

Completion Form in respect of the Facility (regardless of Capacity) in

 order, inter alia, to achieve the Commercial Operation Date in

accordance with clause 4.7 (Commercial Operation Date).

5.3.3 The Seller shall provide the Buyer on a Weekly basis with relevant

information regarding the commissioning and testing undertaken

pursuant to clause 5.3.1.

5.4 Early Operating Period

5.4.1 The Seller may issue the Notice of Commencement of the Facility to

the Buyer at least ten (10) Business Days before the Seller anticipates

that the Facility will begin generation and delivery of Early Operating

Energy to the Delivery Point, which notice shall be in the form of

Schedule 2 Part 3 (Form of Notice of Commencement of Facility).

5.4.2 The Seller shall not be entitled to issue the first Notice of

Commencement of Facility more than one hundred and eighty (180)

days before the Scheduled COD.

5.4.3 Until 00:00 on the Facility Commencement Date, the Buyer shall not

be obliged to purchase Early Operating Energy generated by the

Facility to pay the Early Operating Energy Rate in respect of any Early

Operating Energy generated by the Facility.

5.5 Commercial Operation Date (COD)

5.5.1 The Seller shall give the Buyer no less than sixty (60) days' prior written

notice of its intention to issue the Notice of Commencement of

Facility.

5.5.2 The Seller may not issue the Notice of Commencement of Facility:
5.5.2.1 earlier than the day before the Scheduled COD;

5.5.2.2 until the Seller has demonstrated to the Independent Engineer

that the Facility is compliant with the Codes;

5.5.2.3 until the Seller has obtained written confirmation from the

Independent Engineer that the Facility complies with the Codes;

5.5.2.4 until NERSA, or any person nominated by NERSA for such purpose,

has issued to the Seller a notification of the Facility’s compliance

with the Codes; and

5.5.2.5 until the Distributor has provided written confirmation to the Seller

certifying that the Facility may be connected to the System for

the purposes of delivering Commercial Energy.

5.5.3 Following compliance with clause 5.5.1 and upon the Independent

Engineer ascertaining the Facility Completion and receipt of the

relevant Facility Completion Form pursuant to clause 5.3 (Facility

Completion and commissioning), the Seller shall issue the Notice of

Commencement of Facility to the Buyer within two (2) Business Days

of the delivery of the relevant Facility Completion Form, which notice

shall be in the form of Schedule 2 Part 4 (Form of Notice of

Commencement of Facility).

5.5.4 If the Facility has achieved Facility Completion in terms of clause 5.3

(Facility Completion and commissioning) and the Achieved Capacity

is equal to or greater than the Contracted Capacity, then:

5.5.4.1 for the purposes of this Agreement, the power output of the

Facility shall be limited to the Contracted Capacity, and only

 Energy Output that is generated from the Contracted Capacity

shall be subject to this Agreement;

5.5.4.2 the Seller shall deliver to the Buyer a Notice of Commencement

of Facility, following which the Commercial Operation Date will

be the first day starting at 00:00 hours following the day upon

which the Buyer receives from the Seller such Notice of

Commencement of Facility; and

5.5.4.3 the Seller shall not be entitled to increase the installed Capacity

of the Facility beyond the Capacity installed at the Commercial

Operation Date at any time in the future.

5.5.5 If the Facility has achieved Facility Completion in terms of clause 5.3

(Facility Completion and commissioning) and the Achieved Capacity

is equal to or greater than the Minimum Acceptance Capacity but

less than the Contracted Capacity, the Seller shall:

5.5.5.1 if necessary, at its own expense and in the shortest possible time,

on giving notice to the Buyer, effect such repairs or replacements

to the Facility, or any part thereof, as necessary for the Facility to

achieve its Contracted Capacity, following which the Facility

Completion shall be re-assessed in accordance with clause 5.3

(Facility Completion and commissioning), and:

5.5.5.1.1 if the Achieved Capacity, as re-assessed, is equal to or

greater than the Contracted Capacity, then clause 5.5.4

shall then apply; and

5.5.5.1.2 if the Achieved Capacity, as re-assessed, remains equal to

or greater than the Minimum Acceptance Capacity but less

 than the Contracted Capacity, then clause 0 shall then

apply,

provided in each case that such repairs or replacements must be

completed and the Facility Completion Form must have been

completed and submitted by the Seller to the Buyer by the Last

COD.

5.5.5.2 if the Achieved Capacity, as re-assessed, remains equal to or

greater than the Minimum Acceptance Capacity but less than

the Contracted Capacity, the Seller may elect, without effecting

any repairs or replacements (or further repairs or replacements,

as the case may be) to the Facility, to deliver to the Buyer a

Notice of Commencement of Facility, following which the

Commercial Operation Date will be the first day starting at 00:00

hours following the day upon which the Buyer receives from the

Seller such Notice of Commencement of Facility and clause 5.7

(Reduction in Contract ed Capacity) shall apply.

5.5.6 If the Facility has achieved Facility Completion in terms of clause 4.4

(Facility Completion and commissioning) and the Achieved Capacity

is less than the Minimum Acceptance Capacity, then the Seller shall,

at its own expense and in the shortest possible time, effect such repairs

or replacements to the Facility, or any part thereof, necessary for the

Facility to achieve an Achieved Capacity greater than or equal to

the Minimum Acceptance Capacity, provided that such repairs or

replacements must have been completed, the Facility Completion

must have been reassessed and the duly completed Facility

Completion Form must have demonstrated an Achieved Capacity

 equal to or greater than the Minimum Acceptance Capacity by the

Last COD and clause 5.7 (Reduction in Contracted Capacity) shall

apply.

5.6 Delays in achieving the Commercial Operation Date

In the event of the Seller failing to achieve the Commercial Operation

Date after the Scheduled COD (unless such delay is caused by a System

Event), there shall be no payment for energy due by the Buyer to the Seller

in respect of the overdue period.

5.6.1 The Seller shall be entitled to declare the Commercial Operation Date

for the Facility at any time up to 17:00 on the Last COD in respect of

that Achieved Capacity for which the Independent Engineer has

completed the Facility Completion Form by no later than 17:00 on the

Last COD and, if the Seller does so and the Achieved Capacity is

greater than the Minimum Acceptance Capacity, the Buyer shall not

be entitled to call a Seller Default in terms of sub-clause (c) of the

definition of "Seller Default".

5.6.2 If the Commercial Operation Date is not achieved by the Last COD,

then the Buyer shall be entitled to terminate this Agreement in

accordance with clause 18.2 (Termination for Seller Default) for a

Seller Default.

5.7 Reduction in Contracted Capacity

If the Achieved Capacity on the Commercial Operation Date is less than

the Contracted Capacity, then, on and from the Commercial Operation

Date, the Contracted Capacity shall be reduced to the Achieved

Capacity of the Facility as at the Commercial Operation Date, and

 Schedule 1 (Details of the Project and Facility) shall be amended

accordingly, and the parties shall discuss and reach agreement as to

whether the capacity of the Facility shall be limited to the amended

Contracted Capacity, and only Energy Output that is generated from the

amended Contracted Capacity shall be subject to this Agreement.

5.8 Coordination with Buyer re connection to the Distribution System

To the extent the Facility is connected with such part of the System as is

owned, operated or administered by the Distributor:

5.8.1 The Seller shall provide the Distributor with such information as may

be necessary under Law or the Codes, or usual in terms of the

practices of a Reasonable and Prudent Operator; and

5.8.2 The Parties will collectively discuss and coordinate with the relevant

Responsible Authority and Distributor, the actions contemplated in

this clause 5 (Testing and Commissioning) and shall additionally

comply with such reasonable requests and instructions that are in

accordance with the Codes and the practices of a Reasonable and

Prudent Operator.

6. SALE AND PURCHASE OF ENERGY

6.1 Sale of Energy

Subject to and in accordance with the terms and conditions set out in this

Agreement, during the Early Operating Period and the Operating Period:

6.1.1 the Seller shall sell all the Early Operating Energy and Commercial

Energy generated by the Facility, and delivered to the Buyer at the

 Delivery Point on a self-despatch basis, and subject only to the Codes

and the standards of a Reasonable and Prudent Operator;

6.1.2 the Buyer shall pay the Early Operating Energy Payment for the Early

Operating Energy, or the Commercial Energy Payment for the

Commercial Energy, delivered by the Seller to the Delivery Point;

6.1.3 subject to clause 15 (Consequences of a System Event), the Buyer

shall pay the Deemed Energy Payment that is payable in respect of

the Deemed Energy in accordance with Schedule 6 (Deemed Energy

Payment).

6.2 Title and Risk

Title in, and risk of loss of, all Energy sold to the Buyer in accordance with

clause 6.1 (Sale of Energy), shall pass to the Buyer at the Delivery Point.

6.3 Intangible and/or Tradeable Benefits of Renewable Energy

6.3.1 All renewable energy intangible and/or tradeable benefits relating to

the operation of the Facility shall vest in the Buyer.

6.3.2 The Seller shall take all reasonable and necessary steps to procure that

all renewable energy intangible and/or tradeable benefits that arise

in respect of the operation of the Facility over the Term of this

Agreement accrue to, and are recorded for the be nefit of, the Buyer

in a registry of the Buyer’s choice.

6.3.3 The Buyer will be responsible for all costs associated with the accrual

and recordal as aforesaid.

6.3.4 The Buyer shall reimburse to the Seller, upon receipt of an invoice from

the Seller, all of the Seller’s reasonable, necessary, and demonstrated

costs incurred in complying with its obligations under this clause 6.3.

7. MAINTENANCE INSPECTIONS

7.1 If the Buyer, on reasonable grounds and based on the number of

Unscheduled Outages and Scheduled Outages in any rolling six (6) Month

period and the Energy Output of the Facility, at any time is of the opinion

that the Facility is not being Maintained to the standard of a Reasonable

and Prudent Operator, it may require that the Independent Engineer

conduct an inspection (and, based on the outcome of the inspection,

such tests of the Facility's condition as may be necessary) to ascertain

whether the Facility is being Maintained to the standard of a Reasonable

and Prudent Operator.

7.2 If the inspection and, if applicable, tests detailed in clause 5.1 show that

the Facility is being Maintained to the standard of a Reasonable and

Prudent Operator, the Buyer shall bear all costs of conducting such

inspection and tests, including the Seller's reasonable costs and losses. If

the inspection and, if applicable, tests show that the Facility is not being

Maintained to the standard of a Reasonable and Prudent Operator, the

Buyer may require the Seller to undertake such works as may be performed

by a Reasonable and Prudent Operator to ensure that the Facility is

Maintained to such standard, and the Seller shall bear all costs of

conducting such inspection and tests and performing such works,

including the Buyer's reasonable costs.

7.3 Any dispute arising from or relating to the performance o f the inspection

or tests by the Independent Engineer or the results thereof shall be referred

to and determined by an Independent Expert in accordance with the

provisions of clause 26 (Fast Track Dispute Resolution).

8. GENERATION FORECASTS

8.1 Weekly generation forecast

8.1.1 The Seller shall provide the Buyer in writing for each Week in the Early

Operating Period and the Operating Period, by no later than 09:00

hours on the preceding Wednesday, the Seller's estimate made in

good faith of the forecast level of Energy expected to be generated

by the Facility for each day in the Week, which shall generally be in

the form of Schedule 4 (Forecasting Information) ("Weekly Forecast

Generation Profile").

8.1.2 If the Seller fails to provide any Weekly Forecast Generation Profile,

then the Buyer shall be entitled to do or procure that another person

provides it with that forecast, and it shall be entitled to recover the

costs it incurs in respect of such forecast from the Seller. The Buyer shall

provide the Seller with details of such costs and such evidence as is

available in respect of such costs. The Buyer shall be entitled to set the

amount of costs off against next payment due to the Seller

8.2 Daily generation forecast

8.2.1 The Seller shall provide the Buyer in writing for each day in the Early

Operating Period and the Operating Period, by no later than 10:00

hours on the preceding day, the Seller's estimate made in good faith

of the forecast level of Energy expected to be generated each hour

 (the first such hour starting at 00:00 and ending at 00:60 minutes) in

the day (starting at 00:00 hours and ending at 24:00 hours), which shall

generally be in the form of Schedule 4 (Forecasting Information)

("Daily Forecast Generation Profile").

8.2.2 If the Seller fails to provide the Daily Forecast Generation Profile for

any day, then the Buyer shall be entitled to do or procure that another

person provides it with that forecast, and it shall be entitled to recover

the costs it incurs in respect of such forecast from the Seller. The Buyer

shall provide the Seller with details of such costs and such evidence

as is available in respect of such costs. The Buyer shall be entitled to

set the amount of such costs off against next payment due to the

Seller.

8.3 Other relevant data

By 20:00 hours on the day preceding the day in respect of which the Seller

has issued a Daily Forecast Generation Profile, the Seller shall submit to the

Buyer, in written form, details of any special factors which, in the good faith

and reasonable opinion of the Seller, will have a material effect on the

ability of the Facility to produce Energy or provide the Energy Output on

the following day.

9. TARIFF AND OTHER CHARGES

9.1 Early Operating Energy Payments

The Buyer shall pay to the Seller the Early Operating Energy Payment for all

Early Operating Energy sold by the Seller and purchased by the Buyer

during each Billing Period during the Early Operating Period at the Early

Operating Energy Rate.

9.2 Commercial Energy Payments

The Buyer shall pay to the Seller the Commercial Energy Payment for all

Commercial Energy sold by the Seller and purchased by the Buyer during

each Billing Period at the Commercial Energy Rate.

9.3 Deemed Energy Payments

The Buyer shall pay to the Seller the Deemed Energy Payment for all

Deemed Energy accruing in each Billing Period calculated in terms of

clause below relating to consequences of a System Event, and Schedule

6 (Deemed Energy Payment).

9.4 Credit Support

9.4.1 The Buyer shall, within 30 days after the Commercial Operation Date,

deposit with a registered commercial bank offering escrow account

services, an amount equivalent to an agreed period equivalent

energy charges based on the Contracted Capacity, for holding in an

escrow account subject to agreed terms and conditions to serve as a

credit support facility.

9.4.2 The credit support facility will remain in place for the full duration of

this power purchase agreement.

9.4.3 Funds to be placed in the escrow account must be investe d with an

A-Rated registered bank in terms of the City’s Cash Management and

Investment Policy. Any interest accruing on such investment will be for

the benefit of the City of Cape Town.

9.5 Failure to make Payments

9.5.1 If any payment that is due and payable is not paid by the Due Date,

interest shall accrue on the full amount due and payable, at the

Agreed Interest Rate, from the Due Date to, but excluding, the date

of payment.

9.5.2 If the Buyer fails to pay any amount or amounts that are due and

payable by the Buyer under this Agreement, within ten (10) Business

Days of the Due Date for payment, the Seller may serve notice on the

Buyer of such failure and specifying details thereof. If such failure has

not been remedied or rectified within forty (40) Business Days of such

notice, the Seller may proceed to terminate this Agreement in

accordance with the provisions of clause 18.3 (Termination for Buyer

Default).

10. INVOICING

10.1 Early Operating Period and Operating Period invoices

10.1.1 The Seller shall, within two (2) Business Days of the end of a Billing

Period, submit to the Buyer for that Billing Period an Invoice specifying:

10.1.1.1 the Early Operating Energy Payment and/or Commercial Energy

Payment (as the case may be) due to the Seller for such Billing

Period setting out the calculations upon which such Early

Operating Energy Payment or Commercial Energy Payment is

based;

10.1.1.2 the Deemed Energy Payments (if any) due to the Seller for such

Billing Period, including:

10.1.1.2.1 the periods for which the Deemed Energy Payments are

payable;

10.1.1.2.2 the calculations upon which such Deemed Energy Payments

are based;

10.1.1.2.3 the circumstances which entitle the Seller to such Deemed

Energy Payments; and

10.1.1.2.4 written confirmation of the Independent Engineer where

required in terms of Schedule 6 (Deemed Energy Payment );

and

10.1.1.3 any amounts owed by the Seller to the Buyer (or vice versa).

10.1.2 the Seller shall prepare the Invoice for the Billing Period based on the

billing data obtained by it from the Facility Metering Installation for

that Billing Period.

10.2 General principles as regards invoicing

The following provisions shall apply in respect of all Invoices prepared and

issued pursuant to this Agreement.

10.2.1 Save as provided in the VAT Act, every payment due and payable by

either Party to the other pursuant to this Agreement shall be subjec t

to VAT.

10.2.2 Subject to clause 9.5.1, the Party who received the Invoice shall pay

to the other Party (who issued the Invoice) the amount of each

Invoice within thirty (30) Business Days of receipt of such Invoice (the

"Due Date").
10.2.3 All payments due by either Party to the other under this Agreement

shall be made:

10.2.3.1 in Rand in immediately available funds to such bank account in

South Africa as the recipient Party shall from time to time

nominate; and

10.2.3.2 subject to clause 21 (Set-Off), without deduction or withholding,

whether by way of set-off or otherwise, other than as required by

any Law or as expressly provided in this Agreement.

10.3 Billing disputes

The following provisions shall apply in respect of all Invoices prepared and

issued pursuant to this Agreement:

10.3.1 A Party shall notify the other Party in writing if it disputes (in good faith)

an Invoice (including the data or records on which the dispute is

based)before the Due Date for payment thereof, which notice shall

specify the amount in dispute, and provide appropriate details of the

basis of the dispute. The disputing Party shall pay the undisputed

portion of the Invoice on the Due Date.

10.3.2 The Parties will use their reasonable endeavours to resolve the dispute

as soon as practicable, and in any event within thirty (30) days of the

notice of the dispute served pursuant to clause 10.3 (Billing disputes).

Without limiting the generality of the foregoing, where the dispute is

in respect of the billing data obtained by the Seller from the Facility

Metering Installation, the Buyer shall be entitled to request a test of

the Facility Metering Installation in accordance with clause Error!

Reference source not found. (Testing and inspection).

10.3.3 If it is agreed or determined that all or part of a disputed amount

which was paid should not have been paid, then the amount of such

overpayment shall be refunded within five (5) Business Days of such

agreement or determination, together with interest at the Agreed

Interest Rate from the date of such overpayment to, but excluding,

the date of repayment.

10.3.4 If the Parties fail to resolve a dispute regarding an Invoice within thirty

(30) days of the date upon which the notice in this clause 10.3 (Billing

disputes) was served, either Party shall be entitled to refer the dis pute

to an Expert for determination in accordance with clause 27 (Fast

Track Dispute Resolution), provided that the Expert shall take into

account the data and records of the most recent test of the Facility

Metering Installation, held in accordance with clause Error! Reference

source not found. (Metering).

11. OUTAGES

11.1 Scheduled Outages

11.1.1 The Seller shall comply with the requirements of Schedule 3

(Scheduled and Unscheduled Outages) in relation to Scheduled

Outages.

11.1.2 Subject to clause 11.1, the Seller shall be entitled to remove the Facility

from service during the period of the Scheduled Outage to carry out

its planned Maintenance.

11.1.3 The Seller shall be responsible for all costs incurred by it in connection

with or arising from any Maintenance carried ou t by it or on its behalf

on the Facility during any Scheduled Outage.

11.2 Unscheduled Outages

11.2.1 In case of an Unscheduled Outage due to failure of any part of the

equipment forming part of the Facility, the Seller shall inform the Buyer

within four (4) hours from the commencement of the Unscheduled

Outage of the time period that the Facility is expected to be

unavailable, if that time period extends or is expected to extend for

the period from 00:00 to 24:00 of any given Day. Unscheduled

Outages that are expected to extend for less than the twenty four (24)

hour period from 00:00 to 24:00 of any given Day do not need to be

reported to the Buyer in terms of this section.

11.2.2 The Seller shall be responsible for all costs incurred by it in connection

with or arising from any Maintenance carried out by it or on its behalf

on the Facility during any Unscheduled Outage.

12. METERING

12.1 All metering will be provided for, and installed by the City at the Seller’s

expense

12.2 All metering procedures must comply with EEB 705, the City’s Technical

Standard for the Interconnection of Embedded Generation

12.3 All metering procedures must comply with SANS 474/NRS 057 and SANS

473/NRS 071

12.4 In addition, the City's procedure for the commissioning of electricity meter

installations designed for transformer connected metering systems (EEB

173) will also apply.

12.5 The South African Distribution Code: Network Code (SADCNC) section 8.2 (3),

requires the installation of the bidirectional metering equipment between

the distributor and the Embedded Generator’s generation facility.

13. REPORTS, RECORDS, PLANS AND MONITORING

13.1 Reports

Subject to the terms and conditions of this Agreement, the Seller shall as

soon as reasonably possible, and in any event within two (2) hours, notify

the Buyer if the Facility is incapable of generating more than 90% of the

Contracted Capacity for any of the following reasons (and provided that

its unavailability has not already been notified as part of a Scheduled

Outage or pursuant to clause 8.1 (Generation Forecasts)):

13.1.1 for reasons of any Outages; or

13.1.2 where to do so would not be in accordance with the standards of a

Reasonable and Prudent Operator; or

13.1.3 in circumstances relating to safety (of either personnel or of the

Facility or apparatus); or

13.1.4 in circumstances where to do so would be unlawful; or

13.1.5 for reasons of Force Majeure or a System Event, and shall, within five

(5) Business Days, deliver to the Buyer a written report detailing the

reasons (in reasonable detail) for such incapacity.

13.2 Data and records

The Seller shall maintain complete and accurate data and records required to
facilitate the proper administration of this Agreement and the Project. Such data
and records ("Project Data") shall include an accurate and up-to-date log of
Operations, updated daily, in a format reasonably acceptable to the Buyer. The
Project Data should include, but not be limited to, the following information, with
records of:

13.2.1 for each ten (10) minute period in each day, the Energy Output and

the Reactive Energy Output;

13.2.2 changes in Operating status during the day;

13.2.3 the number of Outages in the day, the duration of each Outage and

the reason for each Outage;

13.2.4 all In-Plane Irradiance, temperature and other climatic data recorded

at the Project Site;

13.2.5 all data required in terms of Schedule 6 (Deemed Energy Payment);

13.2.6 any information required to be recorded and/or reported in terms of

the Consents; and

13.2.7 any unusual conditions found during Maintenance inspections .

13.3 Recordkeeping

All Project Data shall be maintained for the duration of the Term and for

any additional length of time as may be required by any applicable Laws

or otherwise by any Responsible Authority.

13.4 Ownership, inspection, copy and use rights

13.4.1 The Buyer shall have the right, upon giving a minimum of two (2)

Business Days' prior written notice to the Seller, to examine and take
 copies of any Project Data at any time during normal business hours

(at the Buyer's own cost).

13.4.2 Subject to any confidentiality undertakings between the Seller and

manufacturers or suppliers of Facility equipment, the Buyer shall be

entitled to put the Project Data in the public domain and to use the

Project Data as the Buyer deems appropriate.

13.4.3 The Buyer and the Seller shall have joint ownership of the Project Data,

but the Seller shall not, by virtue of its ownership rights, have any rights

to prevent the disclosure and use of the Project Data by the Buyer.

14. UTILITIES AND CONSUMABLES

14.1 Responsibility for the supply of utilities

At all times during the Term, the Seller shall be responsible for securing all

supplies of electricity, water, sanitation, telecommunications, waste

disposal services and all other utilities required for the Construction,

Maintenance and Operation of the Project.

14.2 Responsibility for the supply of consumables

The Seller shall be solely responsible for obtaining, stockpiling (if

applicable) and transporting all supplies of consumables necessary to

comply with its obligations under this Agreement.

15. CONSEQUENCES OF A SYSTEM EVENT

15.1 The Seller shall not be entitled to bring any claims under this clause 15

(Consequences of a System Event) for Deemed Energy Payments

15.1.1 in respect of the period prior to the Scheduled COD

 15.1.2 if any time for which the System Event or combination of System Events

has or have endured:

15.1.2.1 in the period that the Commercial Operation Date is delayed

beyond the Scheduled COD

15.1.2.2 after the Commercial Operation Date in any Contract Year,

15.1.2.3 if the grid is unavailable for less than the Allowed Grid Unavailability

Period for such period or Contract Year, unless such System Event or

combination of System Events occurred as a result of Curtailment. The

Allowed Grid Unavailability Period shall not be applicable to any System

Event or combination of System Events that are caused by Curtailment.

15.2 If and to the extent that:

before the Commercial Operation Date, a System Event that is

contemplated in paragraph (a) of the definition of System Event

occurs that causes a delay in the achievement of the Commercial

Operation Date beyond the Scheduled COD; and/ or

after the Commercial Operation Date, a System Event materially

adversely affects the ability of the Seller to perform any of its

obligations or exercise any of its rights under this Agreement,

then the Seller shall be entitled to apply for relief from any rights of the Buyer arising

under the clause below relating to termination for seller default and to payment of

the Deemed Energy Payment.

15.3 Subject to clause 15.1, to obtain relief and/or payment of the Deemed

Energy Payment, the Seller must:

15.3.1 as soon as practicable, and in any event within one (1) day after it

became aware that the System Event has occurred and

15.3.1.1 has caused or is likely to cause delay and/or materially adversely

affect the ability of the Seller to perform its obligations or exercise

its rights; or

15.3.1.2 entitles the Seller to claim a Deemed Energy Payment, give to the

Buyer a notice of its claim for relief from its obligations under this

Agreement and for the Deemed Energy Payment, including full

details of the nature of the System Event, the date of occurrence

and its likely duration (if known);

15.3.2 within four (4) days of the Seller giving the notice referred to in clause

15.3.1, give full details of the System Event and of the Deemed Energy

Payment and/or relief claimed; and

demonstrate to the reasonable satisfaction of the Buyer that:

15.3.2.1 the Seller could not have avoided such occurrence or

consequences by steps which it might reasonably be expected

to have taken, without incurring material expenditure;

15.3.2.2 the System Event directly caused the delay beyond the

Scheduled COD, or there is a need for relief from other obligations

under this Agreement;

15.3.2.3 the Facility would otherwise have been available and able to

generate and deliver Energy Output but for the System Event;

15.3.2.4 the Deemed Energy Payment and/or relief from the obligations

under this Agreement claimed could not reasonably be

 expected to be mitigated or recovered by the affected Party

acting in accordance with the standards of a Reasonable and

Prudent Operator, without incurring material expenditure; and

15.3.2.5 the Seller is using reasonable endeavours to perform its

obligations under this Agreement.

15.4 If the Seller has complied with its obligations under clause 15.3 above,

then:

15.4.1 if the System Event occurs in the circumstances contemplated above,

then

15.4.1.1 the Scheduled COD shall remain unchanged, the Expiry Date

shall continue to occur twenty years after Scheduled COD, and

the Operating Period shall continue to commence on the later of

the unchanged Scheduled COD and the Commercial Operation

Date, but the Last COD shall be postponed by one (1) day for

every day by which the Commercial Operation Date is delayed

by the Grid Event;

15.4.1.2 subject to clause 15.1, the Seller shall be entitled to receive the

Deemed Energy Payment for the period by which the

Commercial Operation Date has been delayed by the Grid

Event, as agreed between the Parties or decided pursuant to

clause 27 (Fast Track Dispute Resolution), subject to any

adjustments that may be effected in terms of paragraph 5

(Adjustment of Deemed Energy Payments) of Schedule 6

(Deemed Energy Payment); and/or

15.4.1.3 the Buyer shall not be entitled to exercise its rights to terminate

this Agreement under clause 18.2 (Termination for Seller Default)

for the failure of the Seller to achieve the Commercial Operation

Date by the original Last COD as a result of such Grid Event; or

15.4.2 if the System Event occurs after the Commercial Operation Date,

then:

15.4.2.1 subject to clause 15.1, the Seller shall be entitled to receive the

Deemed Energy Payment for the period that the System Event

continues, as agreed between the Parties or decided pursuant to

clause 27 (Fast Track Dispute Resolution), subject to any

adjustments that may be effected in terms of paragraph 5

(Adjustment of Deemed Energy Payments) of Schedule 6

(Deemed Energy Payment); and/or

15.4.2.2 the Buyer shall not be entitled to exercise its rights to terminate

this Agreement under clause 18.2 (Termination for Seller Default)

for the failure of the Seller to comply with any provision of this

Agreement as a result of such System Event.

15.5 If information required by clause 15.3 above is provided after the dates

referred to in that clause, then the Seller shall not be entitled to any relief

or the Deemed Energy Payment during the period for which the

information is delayed.

15.6 The Seller shall notify the Buyer if, at any time, it receives or becomes aware

of any further information relating to the System Event, giving details of

that information to the extent that such information is new or renders

information previously submitted materially inaccurate or misleading.

15.7 If the Parties cannot agree on the extent of the relief required, or the Buyer

disagrees that a System Event has occurred or that the Seller is entitled to

any extension of the Last COD and/or to any Deemed Energy Payment,

and/or relief from other obligations under this Agreement, the Parties shall

resolve the matter in accordance with clause 27 (Fast Track Dispute

Resolution).

16. FORCE MAJEURE

16.1 Subject to clause 16.2.2, the Party claiming relief shall be relieved from

liability under this Agreement to the extent that, by reason of the Force

Majeure event, it is not able to perform all or a mate rial part of its

obligations under this Agreement.

16.2 Where a Party is (or claims to be) affected by an event of Force Majeure:

16.2.1 it shall take all reasonable steps to mitigate the consequences of such

an event upon the performance of its obligations under this

Agreement and to resume performance of its obligations affected by

the event of Force Majeure as soon as practicable, and shall use all

reasonable endeavours to remedy its failure to perform; and

16.2.2 it shall not be relieved from liability under this Agreemen t to the extent

that it is not able to perform, or has not in fact performed, its

obligations under this Agreement due to its failure to comply with its

obligations under sub-clause 16.2.1.

16.3 The Party claiming relief shall serve written notice on the other Party within

five (5) Business Days of it becoming aware of the relevant event of Force

Majeure. Such initial notice shall give sufficient details to identify the

particular event claimed to be an event of Force Majeure.

16.4 A subsequent written notice shall be served by the Party claiming relief on

the other Party within a further fifteen (15) Business Days which shall

contain such relevant information relating to the failure to perform (or

delay in performing) as is available, including (without limitation) the effect

of the event of Force Majeure on the ability of the Party to perform, the

action being taken in accordance with clause 16.2.1, the date of the

occurrence of the event of Force Majeure and an estimate of the period

of time required to overcome it (and/or its effects).

16.5 If the Force Majeure event occurs prior to the Scheduled COD, the

Scheduled COD shall be postponed by such time as shall be reasonable

for such a Force Majeure event, taking into account the likely effect of the

delay. If the Force Majeure event occurs after the Scheduled COD but

prior to the Commercial Operation Date, provided the Last COD has not

yet occurred, the Last COD shall be postponed by such time as shall be

reasonable for such a Force Majeure event, taking into account the likely

effect of the delay.

16.6 The Party claiming relief shall notify the other as soon as the consequences

of the event of Force Majeure have ceased and when performance of its

affected obligations can be resumed.

16.7 If, following the issue of any notice referred to in clause 16.4, the Party

claiming relief receives or becomes aware of any further information

relating to the event of Force Majeure (and/or any failure to perform), it

shall submit such further information to the other Party as soo n as

reasonably possible.
16.8 The Seller’s sole right to relief in relation to the occurrence of an event of

Force Majeure shall be as provided in this clause 16.

16.9 The Seller shall not be entitled to enforce this clause 16.9 pursuant to any

Force Majeure event in respect of which it is entitled to bring a claim under

any insurance policy or would have been so entitled had it been in

compliance with the clause below relating to insurances and information

(Insurances and Information). If, during any twelve (12) month period

commencing on 1 April, the cumulative duration of Force Majeure events

or their consequences, each of which event lasts twenty four (24) hours or

longer, exceeds sixty (60) or more days, the Seller shall be entitled to an

extension of the Term and/or other relief from the Buyer as shall place the

Seller in the same overall economic position as it would have been in but

for such Force Majeure event, provided that any compensation shall not

take a monetary form and the total extension of the Term shall not exceed

ten (10) years.

17. UNFORESEEABLE CONDUCT

17.1 Should any Unforeseeable Conduct occur which adversely affects the

general economic position of the Seller, the Seller shall be entitled to such

compensation and/or relief from the Buyer as shall place the Seller in the

same overall economic position as the Seller would have been in but for

such Unforeseeable Conduct.

17.2 Should any Unforeseeable Conduct occur which beneficially affects the

general economic position of the Seller, the Seller shall pay the value of

such benefit to the Buyer so that the Seller remains in the same overall
 economic position it would have been in had the materially beneficial

Unforeseeable Conduct not occurred.

17.3 Neither Party shall be entitled to any relief or compensation under this

clause 17 unless the economic consequences of the Unforeseeable

Conduct exceed zero point five per cent (0.5%) of the sum of all Early

Operating Energy Payments (if any), Deemed Energy Payments (if any)

and Commercial Energy Payments made to the Seller during the

preceding twelve (12) month period.

17.4 The Party claiming the occurrence of the Unforeseeable Conduct

("Claiming Party") shall give written notice to the other Party ("Receiving

Party") containing reasonable particulars of such conduct and its likely

economic consequences to the Seller, whether adverse or beneficial.

17.5 Subject to clause 17.6, the Receiving Party shall have sixty (60) days from

the date of receipt of such notice to effect a remedy for the

Unforeseeable Conduct which restores the general economic position of

the Seller to that which it would have been in if such Unforeseeable

Conduct had not occurred. If the Receiving Party does not effect such a

remedy within such period, the Parties shall consult within ten (10) Business

Days after the expiration of such period with a view to reaching a mutually

satisfactory resolution of the situation. If a mutually satisfactory resolution

has not been reached within such ten (10) Business Day consultation

period, the matter shall be dealt with in accordance with clause 26

(Dispute Resolution).

17.6 If the Seller is the Claiming Party, and the remedy contemplated by the

Buyer under clause 17.5 is monetary compensation, the Buyer shall have
 the option to compensate the Seller as a result of the Unforeseeable

Conduct either:

17.6.1 in one lump-sum payment, payable within sixty (60) Business Days of

its receipt of the notice contemplated in clause 17.5 from the Seller;

or

17.6.2 in equal monthly instalments for the remainder of the Term,

commencing within sixty (60) Business Days of its receipt of the notice

contemplated in clause 17.5 from the Seller, provided that interest

shall accrue on the full amount due and payable, at the Agreed

Interest Rate, from the Due Date to, but excluding, the date of final

payment.

17.7 In so far as the Seller is the Claiming Party, it shall use all reasonable

endeavours to minimise and mitigate the effects of all Unforeseeable

Conduct.

18. TERMINATION

18.1 No Termination

Neither Party shall have any right nor shall it exercise or purport to exercise, any right

to terminate this Agreement except as expressly set out in this Agreement.

18.2 Termination for Seller Default

18.2.1 The Buyer shall notify the Seller of the occurrence, and details, of any

Seller Default promptly on the Seller becoming aware of its

occurrence.
18.2.2 On the occurrence of a Seller Default, or within a reasonable time

after the Buyer becomes aware of the same, the Buyer may:

18.2.2.1 where the Seller Default is the default detailed in sub-clause (c)

of the definition of "Seller Default" (namely failure to achieve the

Commercial Operation Date on or before the Last COD);, serve

a notice on the Seller terminating this Agreement (save for the

clauses below relating to general seller undertakings to

miscellaneous matters) with immediate effect;

18.2.2.2 where the Seller Default is the default detailed in sub-clause (b)

of the definition of "Seller Default" (namely failure to Commence

and Continue Construction of the Facility within one hundred and

eighty (180) days of the Effective Date), if the same is continuing,

serve notice of default on the Seller requiring the Seller to remedy

the Seller Default referred to in such notice of default (if the same

is continuing) within ninety (90) days of such notice of default

being delivered. If the Seller Default is not remedied within s uch

period, the Buyer may serve a further notice on the Seller

terminating this Agreement (save for the clauses below relating

to general seller undertakings to miscellaneous matters) with

immediate effect; or

18.2.2.3 for any other Seller Default, while the same is subsisting, serve

notice of default on the Seller requiring the Seller to remedy the

Seller Default referred to in such notice of default (if the same is

continuing) within one hundred and eighty (180) days of such

notice of default being delivered. If the Seller Default is not

remedied within such period, the Buyer may serve a further notice
 on the Seller terminating this Agreement (save for the clauses

below relating to general seller undertakings to miscellaneous

matters) with immediate effect.

18.2.3 Buyer’s Costs

18.2.3.1 The Seller shall reimburse the Buyer with all costs incurred by the

Buyer in exercising any of its rights in terms of clause 18.2

(Termination for Seller Default). The Buyer shall take reasonable

steps to mitigate such costs.

18.2.3.2 The rights of the Buyer (to terminate or otherwise) under this

clause 18.2 (Termination for Seller Default) are in addition (and

without prejudice) to any other right which the Buyer may have

in law to claim the amount of any Direct Loss or damages suffered

by the Buyer on account of the acts or omissions of the Seller (or

to take any action other than termination of this Agreement).

18.3 Termination for Buyer Default

Should the Buyer be in default as provided for under clause 9.4 (Failure to

make Payments), the Seller serve notice of default on the Buyer requiring

the Buyer to remedy the Buyer Default referred to in such notice of default

(if the same is continuing) within one hundred and eighty (180) days of

such notice of default being delivered. If the Buyer Default is not remedied

within such period, the Seller may serve a further notice on the Buyer

terminating this Agreement.

In the event of termination of this Agreement by the Seller in terms of this

clause 18.3, the Buyer shall be obliged to compensate the Seller in an

amount as calculated through standard formulae; shared and agreed

 upon between the Buyer and the Seller. Upon so doing the Buyer shall have

the right to take over ownership and control of the Facility and the Seller

shall assign any tenancy rights it may have in respect of the land upon

which the Facility is situated to the Buyer.

19. PROJECT INSURANCE

19.1 Insurances and information

19.1.1 The Seller shall, in accordance with this clause 19 (Project Insurance),

obtain and maintain in effect, at its own cost and insurance coverage

of the Facility as is required by:

19.1.1.1 any Laws; and

19.1.1.2 the standards of a Reasonable and Prudent Operator.

19.1.2 The Seller shall take reasonable steps to ensure that its Contractors

obtain and maintain in effect at all times such insurance cover as is

appropriate for a Reasonable and Prudent Operator.

19.1.3 The Seller undertakes to provide the Buyer with any information t he

Buyer may require in order to determine the Seller's compl iance or not

with this clause 18.

19.2 Application of insurance proceeds

Unless the Buyer (acting reasonably) otherwise agrees in writing, the Seller shall
apply all proceeds of any insurance claim made due to loss or damage to the
Project or any part of the Facility (other than claims under any loss of revenue
policies) towards reinstatement or renewal of such loss or damage in the first
instance.
20. GENERAL SELLER UNDERTAKINGS

20.1 As between the Parties and save as otherwise expressly provided for in this

Agreement, at all times during the Term, the Seller shall exercise its rights

and perform all of its obligations as provided for in this Agreement,

including the Construction, Operation and Maintenance of the Facility, at

its sole cost and risk and in compliance with the requirements of:

20.1.1 applicable Laws;

20.1.2 the Codes;

20.1.3 the Consents;

20.1.4 the terms and conditions of this Agreement;

20.1.5 the standards of a Reasonable and Prudent Operator; and

20.1.6 relevant manufacturers' guidelines and instructions.

20.2 The Seller shall at all times ensure that sufficient suitable and appropriately

qualified and experienced personnel will be employed (whether by the

Seller or its Contractors) to undertake the Construction, Operation and

Maintenance of the Facility and that such personnel shall be located in

the Republic of South Africa. Without limiting the generality of the

foregoing, the Seller shall ensure that all key personnel positions are always

filled as soon as reasonably possible.

20.3 The Buyer may require the Seller to remove any employee or other

personnel of the Seller or any Contractor from the Project Site and the

Seller shall do so (provided such removal is permitted under applicable

Law) if in the reasonable opinion of the Buyer such employee or personnel

 engages in any conduct which might reasonably result in a breach of any

provision of this Agreement or threaten public health, safety or security,

and the Seller shall as soon as reasonably possible replace such employee

or personnel with suitable appropriately qualified and experienced

replacements (provided such replacement is permitted under applicable

Law).

21. INTELLECTUAL PROPERTY OF THE BUYER

21.1 All intellectual property rights whatsoever, whether capable of registration

or not, regarding the Buyer’s name, trademarks, logos, image and all other

intellectual property matters relating to the Buyer, including its name,

trademarks, logos and/or image shall remain the sole property of the

Buyer.

21.2 Subject to existing rights and obligations and cl ause 21.3, the Buyer may,

on prior written application by the Seller, grant a non -exclusive revocable

right and licence to the Seller to use the Buyer’s trademarks and logos for

a period not to exceed the remainder of the Term.

21.3 In order to establish and maintain standards of quality and propriety

acceptable to the Buyer, in the event that the Seller desires to use the

Buyer’s trademarks or logos in any way, the Seller shall first submit the

concept or a sample of the proposed use to the Buyer for approval, which

shall be in its sole and absolute discretion. The Buyer shall use reasonable

endeavours to advise the Seller of its approval or disapproval of the

concept or sample within twenty (20) Business Days of its receipt of the

concept or sample. If the Buyer approves the concept or sample, the Seller
 shall not depart therefrom in any respect without the Buyer’s further prior

written approval.

21.4 If at any time the Buyer revokes its approval for the specified use of any

trademark or logo, the Seller shall forthwith discontinue all use of such

trademark or logo and shall remove from public sale or distribution any

previously approved product in respect of which the Buyer ha s revoked its

approval. The costs incurred by the Seller as a result of such revocation

shall be borne by the Seller if the grounds for the revocation include any

ground described in clause 21.5.

21.5 The Buyer may revoke its approval immediately upon ten (10) Business

Days written notice to the Seller if the Seller, any Contractor or any of its or

its Contractors’ officers, directors or employees commits any crime or

otherwise engages in conduct which violates any Law, or engages in any

conduct that offends against public morals and decency and, in the

Buyer’s reasonable opinion, materially prejudices the reputation and

public goodwill of the Buyer.

21.6 The Seller acknowledges that the name or names of the Buyer (the

“Protected Names”) are associated with and peculiar to the Buyer and are

the intellectual property of the Buyer. Consequently, the Seller agrees that

the sole and exclusive ownership of the Protected Names shall vest in the

Buyer.

21.7 In circumstances where the Seller utilises any of the Protected Names,

either on its own or in combination or association with any other name, it

does so only in terms of this Agreement and with the prior approval of the

Buyer. On termination or expiry of this Agreement, the Seller shall not be

 entitled to operate or conduct any business using any of the Protected

Names either on its own or in combination or association with any other

name.

21.8 Within twenty (20) Business Days after the end of the Term and where the

Seller has operated a company utilising any of the Protected Names with

the permission of the Buyer, the Seller shall either:

21.8.1 de-register the company bearing any of the Protected Names; or

21.8.2 change the name to a name not substantially similar to any of the

Protected Names.

21.9 The naming of the Seller’s business operation shall be undertaken in

consultation with the Buyer and subject to the Buyer’s approval. In

circumstances where the name chosen by the Seller and approved by the

Buyer is not part of the Buyer’s intellectual property, then the rights of the

Buyer contemplated in clause 21.8 shall not be applicable and the

intellectual property shall be the sole property of the Seller.

22. SET-OFF

Whenever any sum of money is agreed or determined to be due and payable by

the Seller to the Buyer, such sum may at the Buyer’s discretion be deducted from

or applied to reduce the amount then due, or which at any time afterwards may

become due from the Buyer to the Seller; provided that the Buyer gives five (5)

Business Days' notice to the Seller of its intention to apply such deduction.
23. ASSIGNMENT

23.1 Prohibition on Assignment

Neither Party may sell, cede, delegate, assign, transfer or otherwise

dispose of (collectively, "Assign") all or any part of its rights and/or

obligations hereunder to a third party without the prior written approval of

the other Party.

24. CONTRACTORS

The Seller shall not be relieved of any obligation, responsibility or liability under this

Agreement by virtue of the appointment of any Contractor to carry out any part of

the Construction, Operation and/or Maintenance of the Facility, and the Seller shall

be responsible under this Agreement for the payment, performance, acts, defaults,

omissions, breaches and negligence of all Contractors.

25. CHANGES IN CONTROL

From the Signature Date, the Seller shall procure that there is no Change in Control
in the Seller (or in any company of which the Seller is a subsidiary), unless such
Change in Control has been approved in writing by the Buyer, which approval shall
not be withheld unreasonably.

26. DISPUTE RESOLUTION

26.1 Referable Disputes

The provisions of this clause 26 shall, save where expressly provided otherwise, apply

to any dispute arising in relation to or in connection with any aspect of this

Agreement between the Parties.

26.2 Internal Referral

26.2.1 If a dispute arises in relation to any aspect of this Agreement, the

Parties shall attempt in good faith to come to an agreement in relation

to the disputed matter, in accordance with the following informal

process:

26.2.1.1 all disputes shall first be referred to a meeting of the liaison officers

or other designated executives from each Party who are actively

involved in the Project, and have sufficient authority to be able

(if necessary with consultation back to their respective

organisations) to resolve it; and

26.2.1.2 if the Parties have been unable to resolve the dispute within

fifteen (15) days of referral to the persons specified in clause

26.2.1.1, either Party may refer the dispute for a decision by the

accounting officer or accounting authority of the Buyer and the

chief executive officer or equivalent officer of the Seller.

26.2.2 In attempting to resolve the dispute in accordance with the provisions

of this clause 26.2, the Parties shall (and shall procure that their

employees and representatives shall) use reasonable endeavours to

resolve such dispute without delay by negotiations or any other

informal procedure which the relevant representatives may adopt.

Those attempts shall be conducted in good faith in an effort to resolve

the dispute without necessity for formal proceedings.

26.2.3 Any dispute which has not been resolved by the representatives

contemplated in clause 26.2.1.2 within fifteen (15) days of the dispute

being referred to them (or any longer period agreed between the
 Parties) shall be treated as a dispute in respect of which informal

resolution has failed.

26.3 Performance to Continue

No reference of any dispute to any resolution process in terms of this clause

26 shall relieve either Party from any liability for the due and punctual
performance of its obligations under this Agreement.

26.4 Litigation

26.4.1 Save where any dispute has been expressly referred for determination

in terms of clause 27 (Fast Track Dispute Resolution), if informal

resolution of any dispute has failed, then the dispute may be referred

to litigation in the High Courts by either Party.

26.4.2 Neither Party is limited in any proceedings before the High Court to

the information, evidence or arguments used in the informal attempts

to resolve the dispute.

27. FAST TRACK DISPUTE RESOLUTION

27.1 Disputes expressly referred for determination pursuant to this clause 26 shall

be determined by the relevant Independent Expert.

27.2 Within five (5) Business Days after a dispute has been referred by either

Party to the appropriate Independent Expert, the Independent Expert shall

require the Parties to submit in writing their respective arguments. The

Independent Expert shall, in his absolute discretion, consider whether a

hearing is necessary in order to resolve the dispute.

27.3 It shall be entirely within the power and competence of the Independent

Expert to decide upon any matters related to the proper preparation of

 the dispute for hearing and in that regard the Independent Expert shall

direct the Parties accordingly.

27.4 The Independent Expert shall set the date for the hearing, choose the

venue (which must be a venue in South Africa) for the hearing and

determine all matters regarding any aspect of the hearing. Moreover, the

Independent Expert can decide whether at the hearing the Parties are to

give oral evidence or confine themselves to presenting their cases in

writing or by some other appropriate procedure. In this regard, the

Independent Expert must be guided by considerations of fairness, the cost -

effective resolution of the dispute, and the need to resolve the dispute

quickly.

27.5 The Independent Expert shall provide both Parties with his written decision

on the dispute, within twenty (20) Business Days of the referral (or such

other period as the Parties may agree after the referral). Th e Independent

Expert shall give his reasons for the award, if so requested by either Party.

27.6 The Independent Expert’s costs of any referral shall be borne as the

Independent Expert shall specify or, if not specified, equally by the Parties.

Each Party shall bear its own costs arising out of the referral, including its

legal costs and the costs and expenses of any witnesses.

27.7 The Independent Expert shall act impartially and may take the initiative in

ascertaining the facts and the Law.

27.8 Should the need arise for either Party to seek interim or temporary relief

before the adjudication is finalised, that Party may apply to the

Independent Expert to grant such interlocutory order or give the required

temporary relief and the Independent Expert shall have the same p ower
 to do so as if the matter were one heard by a Judge in the High Court of

South Africa, save that if by Law such power or order cannot be exercised

or given by an Independent Expert then, and then only, should the Parties

refer such matter to such High Court.

27.9 The proceedings shall be confidential and all information, data or

documentation disclosed or delivered by either Party to the Independent

Expert in consequence of or in connection with his appointment as

Independent Expert shall be treated as confidential. Neither the Parties nor

the Independent Expert shall, save as permitted by clause 30

(Confidentiality) of this Agreement, disclose to any person any such

information, data or documentation unless the Parties otherwise agree in

writing, and all such information, data or documentation shall remain the

property of the Party is closing or delivering the same and all copies shall

be returned to such Party on completion of the Independent Expert’s work.

27.10 The Independent Expert is not liable for anything done or omitted in the

discharge or purported discharge of his functions as Independent Expert,

unless the act or omission is grossly negligent or in bad faith. Any employee

or agent of the Independent Expert is similarly protected from liability.

27.11 Should any Party fail to co-operate with the Independent Expert with the

result that in the view of the Independent Expert such default or omission

prejudices the adjudication process, then the Independent Expert can

either:

27.11.1 give that Party written notice that unless it remedies the default or

omission within a given time, it will forfeit the right to continue to

participate in the adjudication; or

27.11.2 warn the Party in writing that its default or omission may make it liable

to a punitive order of costs irrespective of whether it succeeds in the

adjudication or not and such punitive award of costs may include an

order of attorney and client costs or attorney and own client costs a s

those expressions are understood in the Uniform Rules of Court.

27.12 The Independent Expert shall be deemed not to be an arbitrator but shall

render his decision as an expert and the provisions of the Arbitration Act,

1965 and any other law relating to arbitration shall not apply to the

Independent Expert or his determination or the procedure by which he

reaches his determination. The Independent Expert’s decision shall be final

and binding on the Parties.

28. LIABILITY

28.1 Direct losses

28.1.1 The Parties' liability to each other in respect of any claim that arises

pursuant to this Agreement, whether under delict or contract, shall be

as detailed in this Agreement, and no Party shall have any additional

liability to the other Party in respect of such claim.

28.1.2 Notwithstanding anything contained to the contrary in this

Agreement, neither Party shall be liable to the other Party for any

Special Loss suffered by such other Party as a result of any act or

omission by the first Party.

28.1.3 Save as expressly provided elsewhere in this Agre ement, neither Party

shall be liable to the other Party for any losses, liabilities, expenses,

damages, costs and claims (including Claims) suffered or claimed

 which arise out of, under or in connection with any alleged breach of

any statutory duty or delictual act or omission or otherwise.

28.2 Mitigation

The Parties shall comply with their common law duties to mitigate any

losses, liabilities, expenses, damages, costs and claims (including Claims)

they may have pursuant to this Agreement.

29. THIRD PARTY INDEMNITY

Each Party (the "Indemnifying Party") indemnifies and holds harmless the other

Party, its Affiliates, and their respective officers, employees, consultants, agents

and representatives (the "Indemnified Parties") against any and all Claims

which may be asserted against or suffered by any of the Indemnified Parties,

which relate to any death, injury or loss or damage to property suffered by the

relevant third party, to the extent resulting from any negligent act or omission

of the Indemnifying Party and its respective officers, employees, consultants,

agents and representatives, provided that the death, injury, loss or damage

suffered by the relevant third party is not attributable to any act or omission of

any one or more of the Indemnified Parties or to the failure of one or more of

the Indemnified Parties to take reasonable steps to mitigate or avoid the

death, injury, loss or damage in question.

30. CONFIDENTIALITY

30.1 Confidential Information

Each Party shall treat any and all information and data disclosed to it by

the other Party in connection with this Agreement in any form whatsoever,

and this Agreement itself (the "Confidential Information") as confidential

 and proprietary, shall preserve the secrecy of the Confidential Information

and shall not use the Confidential Information for any purpose other than

solely in connection with the Project. Project Data shall not constitute

Confidential Information.

30.2 Exclusions to Confidential Information

For the purposes of this clause 30 (Confidentiality), the term "Confidential

Information" shall not include information which:

30.2.1 at the time of disclosure or at any time thereafter is in, or becomes

part of, the public domain other than through a breach of this clause

30;

30.2.2 the Party receiving the information can prove was already known to

it, or was independently acquired or developed by it without being in

breach of its obligations under this clause 30 ;

30.2.3 became available to the Party receiving the information from another

source in a non-confidential manner otherwise than in breach of an

obligation of confidentiality; or

30.2.4 is published by, or the publication of which is required by, a

Responsible Authority or any court.

30.3 Permitted disclosure of Confidential Information

Notwithstanding the provisions of clause 30.1 (Confidential Information),

the Confidential Information may be disclosed:

30.3.1 by either Party to any Responsible Authority (where for the purposes

of this clause 30.3 such definition shall be limited to South Africa) or to

 any of the shareholders (direct or indirect), agents, consultants,

contractors, advisers, financiers, potential financiers, investors,

potential purchasers of the interests of shareholders (direct or

indirect), insurers or lenders of such Party or its affiliates, in any such

case for the purpose of enabling the disclosing Party to comply with

its obligations under this Agreement, provided th at:

30.3.1.1 such Party notifies the recipient at or about the time of such

disclosure that the information is confidential and should not be

disclosed by the recipient to third parties; and

30.3.1.2 such Party shall be responsible for ensuring that the recipient

keeps the Confidential Information confidential and shall

accordingly be responsible for any failure of the recipient to do

so;

30.3.2 by either Party as may be required by the regulations of any

recognised securities exchange upon which the share capital of the

Party (or any shareholder (direct or indirect) in the Party) is or is

proposed to be from time to time listed or dealt in, and the Party

making the disclosure shall, if reasonably practicable prior to making

the disclosure, and in any event as soon as reasonably pra cticable

thereafter, supply the other Party with a copy of such disclosure or

statement and details of the persons to whom the Confidential

Information is to be, or has been, disclosed;

30.3.3 by either Party as may be necessary to comply with any obligation

under any applicable Law;

30.3.4 by either Party if required by any court, any arbitrator or administrative

tribunal or an expert in the course of proceedings before it to which

the disclosing Party is a party; or

30.3.5 by either Party, if so agreed in writing by the Parti es prior to the

disclosure.

30.4 Ownership and treatment

30.4.1 Save for all Project Data, all information supplied by or on behalf of a

Party shall remain the property of such Party, and this Agreement shall

not operate to transfer ownership interest therein.

30.4.2 The Parties shall, in so far as is reasonably practicable, ensure that any

copies of the Confidential Information, whether in hard copy or

computerised form, shall clearly identify the Confidential Information

as confidential.

31. GOVERNING LAW AND JURISDICTION

31.1 The validity, construction and performance of this Agreement shall be

governed by the laws of South Africa.

31.2 Subject to the provisions of clause 27 (Fast Track Dispute Resolution), each

Party agrees that the High Court of South Africa shall have exclusive

jurisdiction to hear and decide any application, action, suit, proceeding

or dispute in connection with this Agreement, and irrevocably submits to

the jurisdiction of the High Court of South Africa.

32. NOTICES

32.1 Methods of delivery

Unless otherwise provided in this Agreement, all notices, requests,

statements 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 registered post, email or facsimile to the address or

number within South Africa of the Party concerned set out in clause 32.2

(Addresses) or such other address or number as contemplated in clause

32.4 (Change in address). No communication shall be effective until

received by the addressee and a communication shall be deemed to

have been received:

32.1.1 if delivered by hand during ordinary business hours, to its physical

address in clause 32.2 (Addresses), when so delivered;

32.1.2 if delivered by pre-paid registered post, to its postal address in clause

32.2 (Addresses), seven (7) Business Days after posting, subject to

proof of posting;

32.1.3 if delivered by email, upon receipt by the sender of a return email

from the recipient in which the sender’s communication is

acknowledged (it being the responsibility of the sender to obtain such

acknowledgement); and

32.1.4 if delivered by facsimile, upon sending, subject to confirmation of

uninterrupted transmission on a transmission report and provided that

a hard copy is promptly dispatched to the recipient in the manner

provided in clauses 32.1.1 or 32.1.2 above.

32.2 Addresses

The Parties choose the postal and physical addresses and contact details set out

below:

32.2.1 The Seller:

Postal Address: [●]

Physical Address: [●]

Email Address: [●]

Fax No.: [●]

Tel No.: [●]

Attention: [●]; and

32.2.2 The Buyer:

Postal Address: [●]

Physical Address: [●]

Email Address: [●]

Fax No.: [●]

Tel No.: [●]

Attention: [●];

32.3 Domicilium citandi et executandi

The Parties choose the physical address set out opposite their names in clause 32.2

(Addresses) as their domicilium citandi et executandi for all purposes of and in

connection with this Agreement. Notwithstanding anything to the contrary herein,

a written legal notice or process actually received by a Party shall be an adequate

written notice or process, notwithstanding that it was not sent to or delivered at its

chosen domicilium citandi et executandi.

32.4 Change in address

Either Party may change its nominated physical or postal address to another

physical or postal address, as the case may be, in South Africa (and not in any other

country) or its contact details by giving at least fifteen (15) days' prior written notice

to the other Party.

33. WARRANTIES

33.1 Seller warranties

The Seller represents and warrants to the Buyer as on the Signature Date and on

each day thereafter during the Term, that:

33.1.1 it is a limited liability company, duly incorporated and validly existing

under the Laws and has taken all necessary actions to authorise its

execution of and to fulfil its obligations under this Agreement;

33.1.2 it has the sole purpose, object and business of undertaking the Project

and selling Energy in terms of this Agreement;

33.1.3 its obligations under this Agreement are legal, valid and binding and

enforceable against it, in accordance with the terms of this

Agreement;

33.1.4 the execution and performance of this Agreement do not and will not

contravene any provision of the memorandum or articles of

 association or memorandum of incorporation of the Seller as a t the

Effective Date, or any order or other decision of any Responsible

Authority or arbitrator that is binding on the Seller as at the Effective

Date;

33.1.5 all Consents required for the conduct of the Project are in full force

and effect as at the Signature Date, save for any Consents which are

not required under the Laws to be obtained by the Signature Date,

provided that the Seller warrants that it knows of no reason (having

made all reasonable enquiries in this regard) why any such Consent

will not be granted on reasonable terms by the time it is required to

obtain such Consent;

33.1.6 no litigation, arbitration, investigation or administrative proceeding is

in progress as at the Signature Date or, to the best of the knowledge

of the Seller as at the Signature Date (having made all reasonable

enquiries), threatened against it or any of the Contractors, which is

likely to have a material adverse effect on the ability of the Seller to

conduct the Project;

33.1.7 the Seller is not subject to any obligation or non-compliance which is

likely to have a material adverse effect on its ability to conduct the

Project;

33.1.8 no proceedings or any other steps have been taken or, to the best of

the knowledge of the Seller (having made all reasonable enquiries),

threatened for the winding-up or liquidation (whether voluntary or

involuntary, provisional or final), judicial management (whether

provisional or final), business rescue or deregistration of the Seller or

 for the appointment of a liquidator, judicial manager or similar officer

over it or over any of its assets;

33.1.9 it has not carried out any trading or business activities since its

incorporation or incurred any liabilities other than in connection with

the operations of the Project (including the entering into of this

Agreement);

33.1.10 all information disclosed by or on behalf of the Seller to the Buyer at

any time up to the Signature Date and, in particular, during the bid

process preceding the award of this Agreement to the Seller, is true,

complete and accurate in all material respects and the S eller is not

aware of any material facts or circumstances not disclosed to the

Buyer which would, if disclosed, be likely to have an adverse effect

on the Buyer’s decision (acting reasonably) to enter into this

Agreement with the Seller; and

33.2 Buyer warranties

The Buyer represents and warrants to the Seller as on the Signature Date and on

each day thereafter during the Term, as follows:

33.2.1 it is duly established under the laws of South Africa and has the right,

power and authority to enter into this Agreement an d to perform its

obligations hereunder; and

33.2.2 the execution and performance of this Agreement by it has been duly

authorised by all necessary internal processes, and its obligations

hereunder constitute valid, binding and enforceable obligations.

34. REPRESENTATIVES

34.1 Buyer's Representative

34.1.1 The Buyer shall appoint from the Signature Date until the Expiry Date

an individual (the "Buyer’s Representative") whose identity shall be

notified to the Seller to act as the Buyer’s duly authorised

representative for all purposes connected with this Agreement. The

Buyer shall notify the Seller in writing forthwith upon the replacement

at any time of the Buyer’s Representative and such replacement shall

not be effective until notice has been given.

34.1.2 The Buyer’s Representative may delegate any of his functions from

time to time to a person or persons the identity of whom shall be

notified to the Seller and references in this Agreement to the Buyer’s

Representative shall be construed to include such persons.

34.1.3 Any notice, instruction or information required to be given by or made

to the Buyer shall only be valid if given by or delivered to the Buyer’s

Representative.

34.2 Seller's Representative

34.2.1 The Seller shall appoint from the Signature Date until the Expiry Date,

an individual (the "Seller’s Representative") whose identity shall be

notified to the Buyer to act as the Seller’s duly authorized

representative for all purposes connected with this Agreement. The

Seller shall notify the Buyer in writing forthwith upon the replacement

at any time of the Seller’s Representative and such replacement shall

not be effective until such notice has been given.

34.2.2 Any notice, instruction or information required to be given by or made

to the Seller shall only be valid if given by or delivered to the Selle r’s

Representative.

35. MISCELLANEOUS

35.1 No partnership or agency

This Agreement shall not constitute or imply any partnership, joint venture,

agency, fiduciary relationship or other relationship between the Parties other

than the contractual relationship expressly provided for in this Agreement.

Neither Party shall have, nor represent that it has, any authority to make any

commitments on the other Party's behalf.

35.2 No amendment or variation

This Agreement may not be released, discharged, supplemented,

interpreted, amended, varied or modified in any manner except by an

instrument in writing signed by a duly authorised officer or representative of

each of the Parties to this Agreement.

35.3 Waiver

35.3.1 The failure of any Party to exercise any contractual right or remedy

shall not constitute a waiver thereof.

35.3.2 No waiver shall be effective unless it is communicated in writing to the

other Party.

35.3.3 No waiver of any right or remedy arising from a breach of contract

shall constitute a waiver of any right or remedy arising from an y other

breach of this Agreement.

35.4 Third Parties

The Parties intend that terms and conditions of this Agreement shall be

solely for the benefit of the Parties and their respective successors, and

shall not confer any rights upon any third parties.

35.5 Counterparts

This Agreement may be executed in any number of counterparts or

duplicates, each of which shall be an original, and such counterparts or

duplicates shall together constitute one and the same agreement.

35.6 Entire Agreement

35.6.1 This Agreement contains the whole agreement between the Parties in

respect of the subject matter hereof and supersedes any prior written

or oral agreement between them.

35.6.2 Each Party acknowledges and agrees that it is not entering into this

Agreement in reliance on, and shall have no right o f action against

the other Party in respect of, any assurance, promise, undertaking,

representation or warranty made by the other Party at any time prior

to the Signature Date, unless it is expressly set out in this Agreement.

35.7 Further assurances

Each Party agrees to execute, acknowledge and deliver such further

instruments, and do all further similar acts as may be necessary or

appropriate to carry out the purposes and intent of this Agreement.

35.8 Public Relations and Publicity

35.8.1 The Seller acknowledges that certain information pertaining to the

Project and the Project Data is required to be disclosed in

accordance with the statutory reporting obligation of the Buyer to

publish information about the performance of the Seller and/or any

other information as it may be required to publish from time to time in

response to enquiries from:

35.8.1.1 Parliament and its members and officers in accordance with the

provisions of the Public Finance Management Act, 1999 or the

Local Government: Municipal Finance Management Act, 2003 ;

35.8.1.2 the Auditor-General under the Public Audit Act, 2004; and

35.8.1.3 persons acting in the public interest in accordance with the

provisions of the Promotion of Access to Information Act, 2000.

35.8.2 Subject to clause 35.8.3, neither Party shall communicate with

representatives of the press, television, radio or other communications

media on any matter concerning this Agreement without the prior

approval of the other Party, such consent not to be unreasonably

withheld.

35.8.3 To the extent that the Buyer is obliged to disclose or publish

information pursuant to clause 35.8.1, it undertakes to the Seller, if time

permits, to consult with the Seller prior to any communication

contemplated by this clause 35.8.3, and if time does not so permit,

such consultation shall be dispensed with by the Parties.

35.8.4 No facilities to photograph or film in or upon the Project Sites shall be

given to or permitted by the Seller unless the Buyer has given prior

written approval.

35.9 Language

This Agreement is made only in the English language. Each document

referred to in this Agreement or to be delivered under it shall be in the

English language.

35.10 Costs

Each Party shall bear its own costs in relation to the negotiation and

preparation of this Agreement.

35.11 Severability

If any provision of this Agreement is held by a court or other

Responsible Authority to be unlawful, void or unenforceable, it shall be

deemed to be deleted from this Agreement and shall be of no force

and effect and this Agreement shall remain in full force and effect as

if such provision had not been contained in this Agreement. In the

event of any such deletion the Parties shall negotiate in good faith in

order to agree the terms of a mutually acceptable and satisfactory

alternative provision in place of the provision so deleted.

35.12 City of Cape Town General Conditions of Contract and Special Conditions

of Contract

The Parties expressly stipulate and agree that:

35.12.1 the procurement represented by this Agreement is governed by the

City of Cape Town General Conditions of Contract and Special

Conditions of Contract set out in Volume 3 of TENDER NO: [

]/2020/21 apply to this Agreement; but

35.12.2 notwithstanding the provisions of clause 35.12.1, where the provisions

of such General Conditions of Contract and/or Special Conditions of

Contract contradict, are in conflict with, or do not align with, the

provisions of this Agreement, the provisions of this Agreement shall

prevail.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by

their duly authorised representatives.

By:

Name:

Title:

Date:

______________________________

By:

Name:

Title:

Date:

______________________________
 SCHEDULE 1

DETAILS OF THE PROJECT AND FACILITY

Part 1

Facility

Description of Facility
[Seller to provide a one paragraph description of the Facility and its
components.]

Scale Drawing
[Seller to provide a scale drawing of the Facility, in high resolution, with the
following clearly labelled:

 the Reference Pyranometer (if applicable);

 the Reference Temperature Sensor (if applicable);
 the Facility substation and the Distribution or Transmission substation (as
the case may be);
 cables up to the Delivery Point;
 the location of the Facility Metering Installation;
 the location of the System Metering Installation;
 access roads;
 the legal description of the property or properties covered by the Project
Site, including (in respect of each property where the Project Site covers
multiple properties) erf number or farm name and number, registration
division, magisterial district and farm subdivision name where applicable;
and
 a clear depiction of the Project Site boundary as well as the co -ordinates
of each corner point along the boundary (including the coordinate
system used). The polygon formed by the Project Site boundary should
close, so the last co-ordinate must be the same as the first co-ordinate.

If all of the above information cannot be incorporated onto a single, easily

legible, drawing or map, then more than one drawing or map may be
used.]
Facility Details
[Seller to complete the following table as applicable.]

Project Name:

Contracted Capacity: [MW]

Maximum Export Capacity (as

defined in the Distribution
Agreement or the Transmission
Agreement, as the case may be):
[MW]
PV Module Type (if applicable):
[e.g. Polycrystalline,
Monocrystalline, Thin Film]

Number of PV Modules (if

applicable):
Number of module strings (where a
string constitutes a number of
modules connected to a common
inverter)(if applicable):
Mounting Type (fixed, single axis
tracking or double axis tracking)(if
applicable):
PV or other inverter (manufacturer
and model)(if applicable):
Wind Turbine Generator ("WTG") Type
and nameplate capacity:
[e.g. 3-Bladed, horizontal Axis, 2 MW]
WTG Model:
[e.g. Vestas V90 2.0MW]
Hub Height: [m]

WTG Rotor Diameter: [m]

Number of WTGs:

Maximum instantaneous AC rated

capacity of inverter: [MW]

Maximum continuous AC rated

capacity of inverter: [MW]
Number of inverters:

Transformer ratings:

Number of transformers:

Planned voltage connection level:

Planned connection point (i.e. the

name of the substation or distribution
line onto which the Project is
intended to connect):
P50 Forecast Energy Output
[Seller to provide the average annual forecasted Energy Output [MWh] for
the first 20 years of operation or for the duration of this Agreement (whichever
is the shortest). Forecasts shall be based upon P50 estimates.]

Contract Forecast Annual Energy Contract Forecast Annual Energy

Year Output (MWh) Year Output (MWh)
1 11
2 12
3 13
4 14
5 15
6 16
7 17
8 18
9 19
10 20
 Part 2

Single Line Diagram

[Seller to provide a single line diagram of the Facility, in high resolution, with the
following clearly labelled (if necessary for clearer presentation, the diagram
may be broken down and presented on several pages):

 Ownership boundaries;
 Operational boundaries;
 Delivery Point;
 Substation;
 Layout of the Facility Metering Installation; and
 Layout of the System Metering Installation.]
 Part 3

Energy Rates

1. The Commercial Energy Rate shall be ZAR/kWh, as Indexed annually.

2. The Early Operating Energy Rate shall be ZAR/MWh, which is equal to

60% of the Commercial Energy Rate, and which shall adjust when the
Commercial Energy Rate adjusts so that it is equal to 60% of the
Commercial Energy Rate.

Indexation
The Commercial Energy Rate shall be adjusted on 1 April in each Calendar Year
starting 12 months following the base date of 1 April 2021 using the following
formula:

P n = P b * (I n /I b)

where:

P n = Fully Indexed Commercial Energy Rate in Year n;

P b = ZAR [*]/MWh (being the Fully Indexed Commercial Energy Rate at the
Base Date);
In = Consumer Price Index as published in Contract Year n for the
immediately preceding year commencing 1 January and ending 31
December; and
I b = CPI Index at Base Date, being the published Consumer Price Index
(Dec 2016 = 100) in respect of the month of December 2020, as rebased
by Statistics South Africa (or its equivalent successor entity) from time to
time
 SCHEDULE 2

COMPLETION MILESTONES AND FORMS OF NOTICES

Part 1

Completion Milestones

[The Seller must include in this schedule, for information purposes only, a
level 1 project schedule Gantt chart at monthly resolution to show the key
activities, events, dependencies and milestones from early Project
development through to Scheduled COD. In particular, the project
schedule Gantt chart shall show the following:
 anticipated timescale for completion of the distribution connection
works; and
 timeframes for activities such as equipment delivery lead times,
securing permits and construction timescales.

Other than for the Scheduled COD or as specifically provided for elsewhere
in this Agreement, failure to achieve the milestones set forth in the project
schedule Gantt chart shall not be a breach of this Agreement.]
 Part 2

Facility Completion Form

[on the letterhead of the Independent Engineer]

[Date]

City of Cape Town

via email to

Attention:

Facility Completion Form

Dear Sirs,

We refer to the Power Purchase Agreement entered into between ___ and the
City of Cape Town on [insert date] (the "PPA").

All capitalised terms in this notice ("Notice") shall, unless separately defined
herein, bear the meaning ascribed to them in the PPA.

This Notice is the Facility Completion Notice as defined in and required to be

issued in terms of the PPA.

We hereby represent and warrant the following:

 The Facility is compliant with the Codes.

 The Facility has passed the relevant acceptance tests and has been
successfully commissioned in accordance with the relevant construction
contract, the Codes and the Consents.

 The Achieved Capacity of the Facility, being the net Capacity of the
Facility estimated at the Delivery Point and expressed as AC power
capacity, net of auto- consumption and electrical losses up to the
Delivery Point, as determined pursuant to the acceptance tests
described above, is ___MW.

 The Facility has a mechanism installed to l imit the Capacity exported

from the Facility to the lower of the Achieved Capacity and the
Contracted Capacity.
 The Reference Pyranometer and the Reference Temperature Sensor
have been installed at the locations agreed in the PPA, have been
successfully commissioned and are capable of performing their
functions as set out in the PPA.

The Facility is ready to commence commercial operation and to deliver Energy

Output to the Buyer.

Yours faithfully,

[NAME OF INDEPENDENT ENGINEER]

Representative of the Seller

 Part 2

Form of Notice of Commencement of Facility

[on the letterhead of the Seller]

[Date]
City of Cape Town
via email to
Attention:

Notice of Commencement of Facility

Dear Sirs

We refer to the power purchase agreement dated ___ (the "PPA") between the
City of Cape Town (the "Buyer") and ourselves, ___ (the "Seller").

This notice ("Notice") is the Notice of Commencement of Facility referred to in

clause 4.5 (Commercial Operation Date) of the PPA. Unless otherwise defined
herein, capitalised terms used in this Notice shall have the meanings assigned to
them in the PPA.

We hereby represent and warrant the following:

1. The Facility has achieved Facility Completion and the Facility

Completion Form has been issued in respect of it.

2. The Achieved Capacity of the Facility is ___ MW.

3. NERSA [or ___, being the person nominated by NERSA for such purpose]
has issued to the Seller a notification of the Facility’s compliance with
the Codes, and such notification is attached hereto.

4. NTC and or the Distributor has provided written confirmation to the Seller
certifying that the Facility may be connected to the System for purposes
of delivering Commercial Energy, and such confirmation is attached
hereto.

5. The Independent Engineer has confirmed that the Facility is in

compliance with the Codes, and such notification is attached hereto.
6. The Facility is ready to commence commercial operation and to deliver
Energy Output to the Buyer, and the Commercial Operation Date shall
be [insert date].

7. We have obtained all of the Consents required for the Operation and
Maintenance of the Facility, all of which remain in full force and effect,
and we know of no reason why any such Consent may be withdrawn or
terminated.

8. All agreements required for the Construction, Operation and

Maintenance of the Facility and the performance by the Seller of its
obligations under the PPA, including the Transmission Agreement or the
Distribution Agreement (as the case may be), have been e ntered into,
are in full force and effect and remain valid and binding.

9. The Facility Metering Installation has been procured, installed, tested

and successfully commissioned in accordance with the PPA.

10. None of the events entitling the Buyer to terminate the PPA in
accordance with clause 18 (Termination) have occurred and are
continuing.

11. All of the Project insurances required pursuant to clause 19 (Project

Insurance) of the PPA are in place and in full force and effect.

Yours faithfully,

[NAME OF SELLER]

Representative of the Seller

 SCHEDULE 3

SCHEDULED AND UNSCHEDULED OUTAGES

The following conditions shall apply to ensure good co-ordination between Seller
and Buyer in respect of the Operation of the Facility during scheduled and
Unscheduled Outages.

1. Three (3) year ahead Planned Maintenance Schedule

1.1 Not later than six (6) Months prior to the commencement of each
Contract Year, (save for the first year of Operation of the Facility,
for which the corresponding period shall be forty (40) Business Days
prior to the Commercial Operation Date), the Seller shall provide
indicative capacity plans, including maintenance schedules, for
the three (3) year period.

1.2 The Buyer shall determine the Operating reserve and the Weekly
unplanned allowance requirements resulting in the capacity in
respect of which Maintenance can be undertaken for the three (3)
year ahead period.

1.3 Not later than sixty (60) Business Days prior to the commencement
of each Contract Year, the Buyer shall publish the provisional
Maintenance schedule indicating which Maintenance has to be
rescheduled to meet the requirements for System stability
("Maintenance Schedule"). The Buyer and the Seller, both acting
reasonably, shall consult and agree regarding alterations to the
indicative capacity plans or Maintenance Schedules.

2. Annual Planned Maintenance Schedule

2.1 Not later than six (6) Months prior to the commencement of each
Contract Year (save for the first year of Operation of the Facility, for
which the corresponding period shall be forty (40) Business Days
prior to the Commercial Operation Date), the Seller shall submit its
Scheduled Outages for that year following consultation with the
Buyer regarding the Buyer's anticipated major Maintenance
Outages in that calendar year.

2.2 The Buyer may on not less than forty (40) Business Days' prior written
notice to the Seller, request the Seller to reschedule a Scheduled
Outage to an alternative Month and the Seller shall use all
reasonable endeavours to accommodate such rescheduling if it is
consistent with the standards of a Reasonable and Prudent
Operator.

2.3 The Seller may on no less than twenty (20) Business Days' prior
written notice to the Buyer reschedule a Scheduled Outage to an
alternative Month; provided that such rescheduling is consented to
 in writing by the Buyer, which consent may not be unreasonabl y
withheld.

3. Monthly and Weekly planned maintenance schedule

3.1 Following consultation with the Buyer regarding the Buyer's

anticipated major maintenance outages in the Contract Month,
not later than five (5) Business Days prior to the commencement of
each calendar month (the "Contract Month"), the Seller shall submit
its Scheduled Outages for that Contract Month.

3.2 The Buyer may on no less than five (5) Business Days' prior written
notice to the Seller, request the Seller to reschedule a Scheduled
Outage to an agreed time period and the Seller shall use all
reasonable endeavours to accommodate such rescheduling if it is
consistent with the standards of a Reasonable and Prudent
Operator.

3.3 The Seller may on no less than five (5) Business Days' prior written
notice to the Buyer reschedule a Scheduled Outage to an agreed
time period provided that such rescheduling is cons ented to in
writing by the Buyer, which consent may not be unreasonably
withheld.

3.4 The Seller shall publish the final Maintenance Schedule for the
Facility by the Thursday preceding the first Week of that schedule.

3.5 The Seller may not conduct scheduled maintenance other than in
accordance with the Maintenance Schedule, unless it has received
the approval of the Distributor.

4. Reactions to unplanned outages and curtailment

In case of a System Event that lasts more than twenty four (24) hours, the Buyer
may on notice given no more than forty eight (48) hours after the
commencement of the System Event, request the Seller to reschedule a
Scheduled Outage to be commenced during the time period of System Event
and the Seller shall use all reasonable endeavours to accommodate such
rescheduling if it is consistent with the standards of a Reasonable and Prudent
Operator.
 SCHEDULE 4

FORECASTING INFORMATION

1. Weekly Forecast Generation Profile

The Seller shall provide to the Buyer, and its System Operator on a Weekly
basis, before 09:00 on the preceding Wednesday, the Week ahead
generation forecast, calculated at the Delivery Point.

Day MWh Available MW

1
2
3
4
5
6
7

2. Daily Forecast Generation Profile

The Seller shall provide to the Buyer, and its System Operator on a daily basis,
fourteen (14) hours before the commencement of each day, the day ahead
generation forecast, calculated at the Delivery Point.

Time Hours MWh Available MW

00:00 01:00
01:00 02:00
02:00 03:00
03:00 04:00
04:00 05:00
05:00 06:00
06:00 07:00
07:00 08:00
08:00 09:00
09:00 10:00
10:00 11:00
11:00 12:00
12:00 13:00
13:00 14:00
14:00 15:00
15:00 16:00
16:00 17:00
17:00 18:00
18:00 19:00
19:00 20:00
20:00 21:00
21:00 22:00
22:00 23:00
23:00 24:00
 SCHEDULE 5

LIST OF FIRMS - INDEPENDENT ENGINEER

[PREFERRED BIDDERS WILL BE REQUIRED TO PROVIDE DETAILS OF AT LEAST FIVE

INDEPENDENT ENGINEERS, TO BE REDUCED TO FIVE OR LESS IN THE FINAL
AGREEMENT]

Firm Name Physical Telephone Contact person and

Address Number email address
 SCHEDULE 6

DEEMED ENERGY PAYMENT

The Deemed Energy Payment for the purposes of this Agreement shall be
determined in terms of this Schedule 6 (Deemed Energy Payment), and shall be
invoiced in terms of clause 9 (Invoicing).

1. Facility Availability

Facility Availability is a measure of what proportion of the Facility is typically in

a functional and operable state to export Energy Output to the Delivery Point.
The Facility availability shall be calculated as an average value over the
Operating Period by using the following formula:
k
where:

1.1 FA is the Facility Availability calculated after "k" ten (10) minute
periods have elapsed in the Operating Period;

1.2 j is a counter indicating the relevant ten (10) minute period;

1.3 k is the number of complete ten (10) minute periods that have
elapsed since the commencement of the Operating Period;
1.4 WA is a weighted average of the availability of the Facility
(considering that Units may be of different capacities and
contribute proportionately to the overall Facility Availability). WA
shall be calculated every ten (10) minutes within the Operating
Period by using the following formula:
n

where:

1.4.1 UA i is the availability of the i th Unit, which shall be equivalent to

the proportion of the total Capacity of that Unit that is in a
functional and operable state to generate Energy Output. Unit
Availability shall be determined within each ten (10) minute
period by recording and analysing the AC power output at the
inverter terminals;

1.4.2 AC is the Achieved Capacity of the Facility (MW);

1.4.3 Uci is the nominal Capacity of the i th Unit (MW);

1.4.4 n is the number of Units in the Facility; and

1.4.5 i is a counter indicating the relevant Unit.

2. Facility Power Curve ("FPC") (Solar)

2.1 From the Commercial Operation Date and for the first Contract
Year thereafter, the Seller shall measure and record the following
information for the purpose of determining the FPC:

2.1.1 "In Plane Irradiance" (GKi) (kW/ m2), which is the solar radiation
available on the plane of a solar PV module;

2.1.2 module temperature (°C); and

2.1.3 Energy Output of the Facility in (MWh), (the "FPC Data").

2.1.4 For technologies other than solar, the seller is to determine the most
appropriate method of compiling the FPC data for the facility, and
agree on this with the Buyer
2.2 The following requirements shall apply to the measurement and
recording of the FPC Data:

2.2.1 the FPC Data shall be recorded as average values taken over
ten (10) minute intervals;

2.2.2 the FPC Data shall be logged by a data logger on the Project
Site and date stamped;

2.2.3 the FPC Data shall be collected by the Facility SCADA system;

2.2.4 In Plane Irradiance shall be measured using a Pyranometer

mounted at a location at or near the Project Site (the
"Reference Pyranometer"). The Reference Pyranometer shall be
confirmed by an Independent Engineer. The location of the
Reference Pyranometer may not be changed without the prior
written agreement of both Parties;

2.2.5 the In Plane Irradiance data shall be grouped in bins of 50W/m 2 ;

2.2.6 the module temperature shall be measured using a

temperature sensor mounted at an appropriate location within
the Facility (the "Reference Temperature Sensor"). The
Reference Temperature Sensor shall be confirmed by an
Independent Engineer. The location of the Reference
Temperature Sensor may not be changed without the prior
written agreement of both Parties;

2.2.7 the module temperature data shall be grouped in bins of five (5)
°C; and

2.2.8 the Capacity of the Facility as recorded at the Delivery Point

shall be divided by the Facility Availability during the same
period to provide the power that the Facility could produce if
it were fully (100%) available.

2.3 The FPC Data shall be stored and analysed by the Seller in order to
produce a power curve that shall illustrate the relationship between
the Capacity of the Facility and a GK i for each temperature group.
This suite of power curves will together form the FPC.
2.4 The FPC Data shall be reported to the Buyer by the end of the first
Contract Year following the Commercial Operation Date. The FPC
Data shall be delivered in the following formats:

2.4.1 a hard copy of curves showing binned values only;

2.4.2 a hard copy scatter plot showing the individual average ten
(10) minute values; and

2.4.3 all raw data obtained from the SCADA, Reference

Pyranometer and Reference Temperature Sensor (where
applicable), averaged, in electronic format, to enable the
Buyer to compare the raw data to the binned data.

2.5 Within one (1) Month after the end of the first Contra ct Year
following the Commercial Operation Date, the FPC shall be
confirmed by the Independent Engineer, after which it shall
become the "Approved FPC", unless the Buyer and Seller agree, at
any time, to amend the FPC, in which case such amended FPC shall
be the Approved FPC.

2.6 Subject to paragraph 2.8 of this Schedule 6 (Deemed Energy

Payment), if an Approved FPC is not completed within one year of
Commercial Operation Date, Deemed Energy beyond that date
and until an Approved FPC is completed, shall be determined by
the Independent Engineer;

2.7 The Approved FPC shall be reviewed at the end of every five (5)
Contract Years, starting after the end of the fifth (5th) Contract Year
after the Commercial Operation Date, at the expense of the Seller
to account for degradation of the Facility. An interim revision may
be requested by either Party at any time during the Term and the
costs of such revision shall be borne by the Party requesting the
revision.

2.8 If the insufficiency of data available to complete an Approved FPC

is due to the breach, wilful misconduct or negligence of the Seller,
then no Deemed Energy Payments shall be payable by the Buyer
until such breach, wilful misconduct or negligence is remedied and
an Approved FPC is completed.

3. Facility Power Curve (FPC) – Wind

3.1 From the Commercial Operation Date and for the first Contract Year
thereafter, the Seller shall measure and record the following
information for the purpose of determining the FPC:
3.1.1 wind speed (m/s);
3.1.2 wind direction (degrees); and
3.1.3 Energy Output of the Facility, (the "FPC Data").
3.2 The following requirement shall apply to the measurement and
recording of the FPC Data:
3.2.1 all FPC Data (except Energy Output, which shall be measured
using the Facility Metering Installation) shall be measured and
recorded using self-supporting wind speed and direction
measurement stations mounted upon a mast, turbine or other
appropriate location and used to monitor the wind conditions
experienced by the Project Site ("Reference Mast" and “Backup
Reference Mast”).
3.2.2 The Reference Mast and Backup Reference Mast may be
separate masts installed adjacent to each other and comprising
separate power supplies, data logging equipment, and
measuring instruments on the same height, or preferably a single
mast comprising fully redundant power supplies, data logging
equipment and measuring instruments on the same heights;
3.2.3 The Reference Mast and Backup Reference Mast shall be
located at or near to the Facility and must be confirmed by the
Independent Engineer. The location of the Reference Mast and
Backup Reference Mast may not be changed without the prior
written agreement of both Parties;
3.2.4 The installation and location of the Reference Mast and Backup
Reference Mast shall be in compliance with the provisions of IEC
6140012;
3.2.5 The Seller may, with prior written agreement from the Buyer,
utilise the wind conditions as measured by the Backup
Reference Mast in the event of failure or interruption to the
Reference Mast;
3.2.6 the FPC Data shall be recorded as average values taken over
ten (10) minute intervals;
3.2.7 the FPC Data shall be logged by a data logger on the Project
Site and date stamped;
3.2.8 the FPC Data shall be collected by the Facility SCADA system;
3.2.9 If the Energy Output of the Facility cannot be measured directly
at the Delivery Point, then it may be calculated by summing the
electricity measured at the turbine meter at the base of each
unit and multiplying by zero point nine seven five (0.975) to
account for internal losses;
3.2.10 the wind speed data shall be binned into wind speed intervals
of 0.5m/s; and
3.2.11 the wind direction data shall be binned into directi on intervals of
15 degrees.

3.3 The FPC Data shall be stored and analysed by the Seller in order to
produce, for each recorded wind speed direction, an FPC, which
shall indicate the relationship between the Capacity of the Facility
and the wind speed.
3.4 The FPC Data must be reported to the Buyer by the end of the first
Contract Year following the Commercial Operation Date.
3.5 The FPC Data shall be prepared and submitted in accordance to the
latest version of the Buyer’s FPC data template, which the Seller shall
source from the Buyer at the time of the FPC development. The FPC
Data shall be delivered in the following formats:
3.5.1 a hard copy of curves showing binned values only;
3.5.2 a hard copy scatter plot showing the individual average ten (10)
minute values; and
3.5.3 all raw data obtained from the SCADA, the Reference Mast, the
Backup Reference Mast and the Facility Metering Installatio n,
averaged, in electronic format, to enable the Buyer to compare
the raw data to the binned data.
3.6 Within one (1) Month after the end of the first Contract Year following
the Commercial Operation Date, the FPC as at that time shall be
confirmed by the Independent Engineer and shall become the
"Approved FPC" for that Contract Year. Along with the Approved FPC
for that Contract Year, the Independent Engineer shall confirm an
annual degradation value, which value will be applied to
automatically update the Approved FPC for each subsequent
Contract Year, unless the Buyer and Seller agree, at any time, to
amend the FPC otherwise than in accordance with the confirmed
degradation value, in which case such amended FPC shall be the
Approved FPC.
3.7 In case of dispute between the Seller and the Buyer involving the
Approved FPC, either Party may refer the dispute to an Independent
Expert for determination in accordance with clause 27 (Fast Track
Dispute Resolution).
3.8 The Approved FPC shall remain in place for the duration of the PPA
unless an update is requested by the Buyer or Seller, in which case,
costs of the update will be incurred by the Party requesting the
revision.
3.9 If there has been insufficient data recorded during the first Contract
Year following the Commercial Operation Date to develop a full and
complete suite of Approved FPCs then the development of the FPC
shall be extended by a further six (6) months.
3.10 Subject to clause 2.11 of this Schedule 6 (Deemed Energy Payment),
if an Approved FPC is not completed within eighteen (18) months of
the Commercial Operation Date, Deemed Energy for a period of
sixty (60) days beyond that date shall be determined by the
Independent Engineer, beyond which no Deemed Energy Payments
shall be payable by the Buyer until an Approved FPC is completed
(and there shall be no entitlement to retrospective claims for
Deemed Energy, after the Approved FPC is completed).
3.11 If the insufficiency of data available to complete an Approved FPC
is due to the breach, wilful misconduct or negligence of the Seller,
then no Deemed Energy Payments shall be payable by the Buyer
 until such breach, wilful misconduct or negligence is remedied and
an Approved FPC is completed.

4. Deemed Energy Payment before the Commercial Operation Date

4.1 Where the Compensation Event or System Event entitling the Seller
to the Deemed Energy Payment commences before the
Commercial Operation Date and causes a delay of the
Commercial Operation Date beyond the Scheduled COD, the
Deemed Energy Payment for the period by which the Commercial
Operation Date is delayed beyond the Scheduled COD, s ubject to
application of the Allowed Grid Unavailability Period ("the Delay
Period") shall be determined as follows:

Where:

4.1.1 DEP is the Deemed Energy Payment for the Delay Period (ZAR);
4.1.2 EO is the P50 average Energy Output forecast (being Energy
Output that the Facility is judged to have a 50% probability of
exceeding and a 50% probability of underachieving (kWh)
which, for the avoidance of doubt, is net of all expected losses
and expected downtime due to planned and unplanned
maintenance), as confirmed in writing by the Independent
Engineer ("the P50 Forecast") for the Delay Period; and

4.1.3 CER is the Commercial Energy Rate (ZAR/kWh).

5. Deemed Energy Payment after the Commercial Operation Date (Solar)

5.1 The Seller shall measure and record the time period for which a
System Event (excluding Curtailment) persists. If the Allowed Grid
Unavailability Period is exceeded in any Contract Year, then
Deemed Energy Payments shall become payable and shall be
calculated for the duration of additional System Events in such
Contract Year and invoiced in accordance with the principles set
out in clause 9 (Invoicing).
5.2 If the Allowance for Grid Unavailability is exceeded in any Contract Year,
then Deemed Energy Payments shall become payable, and shall be
calculated based on the extent to which such System Events impact on
the Energy Output of the Facility (in excess of the Allowance for Grid
Unavailability) in such Contract Year, and invoiced in accordance with the
principles set out in clause 9 (Invoicing).
5.3 Where any System Event commencing in one Contract Year carries
over into the following Contract Year (the "Second Contract Year"),
the period of time for which such System Event endures in the
Second Contract Year shall be included in the calculation of the
Allowed Grid Unavailability Period for all System Events
commencing in and enduring in the Second Contract Year. Periods
of Curtailment shall not be included in the Allowed Grid
 Unavailability Period.

5.4 Where the Compensation Event or System Event entitling the Seller
to the Deemed Energy Payment commences after the Commercial
Operation Date the Deemed Energy Payment for the period during
which a Compensation Event or a System Event entitles the Seller to
the Deemed Energy Payment (a "Deemed Energy Period") shall be
calculated as follows:

Where:

5.4.1 DEP is the Deemed Energy Payment for that Deemed Energy
Period (ZAR);

5.4.2 x is the total number of ten (10) minute periods within the
Deemed Energy Period;

5.4.3 i is each individual ten (10) minute period of Deemed Energy;

5.4.4 CER is the Commercial Energy Rate (ZAR/kWh); and

5.4.5 AE is the Energy Output for each respective ten (10) minute
period of Deemed Energy (kWh);

5.4.6 EO is the expected energy output for each ten (10) minute
period of Deemed Energy, if the Deemed Energy Period
commences:
5.4.6.1 within the first Contract Year following the Commercial
Operation Date, the Facility's expected Energy Output
based on the readings from the Reference Pyranometer and
the average performance of the Facility during the last seven
(7) days of continuous operation, as calculated in terms of
the following formula:

where:

5.4.6.1.1 E is the daily Energy Output of the Facility (kWh), 'j' days
prior to the commencement of the Deemed Energy
Period;
 5.4.6.1.2 Es is the daily irradiation (kWh/m 2 ) calculated from the
In Plane Irradiance measured by the Reference
Pyranometer ‘j’ days prior to the Deemed Energy
Period;

5.4.6.1.3 j is the number of days preceding each Deemed

Energy Period, from one (1) to seven (7);

5.4.6.1.4 FA is the Facility Availability calculated for the ten (10)

minute period preceding the commencement of the
Deemed Energy Period; and

5.4.6.1.5 GKi (kW/ m 2 ) is In Plane Irradiance for each ten (10)

minute period; and

5.4.6.2 after the end of the first Contract Year following the
Commercial Operation Date, the Facility's expected
Energy Output will be based on the Approved FPC and
shall be calculated using the following formula:

Where:

5.4.6.2.1 FA is the Facility Availability calculated for the ten (10)

minute period preceding the commencement of the
Deemed Energy Period; and

5.4.6.2.2 AP is the estimated Capacity of the Facility during

each ten (10) minute period, as determined from the
Approved FPC, or as confirmed by the Independent
Engineer in terms of paragraph 2.6 of this Schedule 6
(Deemed Energy Payment).

5.5 If the Deemed Energy Period commences during the first five (5)
minutes of a ten (10) minute period, such ten (10) minute period
shall be taken into account in the calculation of the Deemed
Energy Payment. If the Deemed Energy Period commences during
the last five (5) minutes of a ten (10) minute period, such ten (10)
minute period shall not be taken into account in the calculation of the
Deemed Energy Payment.

5.6 In the event of a failure or interruption to the Reference

Pyranometer or Reference Temperature Sensor, the relevant
Deemed Energy Payment shall be calculated by the Independent
Engineer, provided that if the failure of or interruption to the
Reference Pyranometer or Reference Temperature Sensor is due to
the breach, wilful misconduct or negligence of the Seller, no
Deemed Energy Payment shall be payable by the Buyer for as long
 as such failure of or interruption to the Reference Pyranometer or
Reference Temperature Sensor persists.

6. Deemed Energy Payments after the Commercial Operation Date (Wind)

6.1 The Seller shall measure and record the time period for System Events which
commence after the Commercial Operation Date persist.
6.2 If the Allowance for Grid Unavailability is exceeded in any Contract Year,
then Deemed Energy Payments shall become payable, and shall be
calculated based on the extent to which such System Events impact on
the Energy Output of the Facility (in excess of the Allowance for Grid
Unavailability) in such Contract Year, and invoiced in accordance with the
principles set out in clause 9 (Invoicing).
6.3 Where any System Event commencing in any one Contract Year carries
over into the following Contract Year, the System Event will be attributed
to each Contract Year based on the period of time for which such System
Event endures in the relevant Contract Year.
6.4 Where the Compensation Event or System Event entitling the Seller to the
Deemed Energy Payment commences after the Commercial Operation
Date, the Deemed Energy Payment for the period in respect of which a
Compensation Event or a System Event entitles the Seller to the Deemed
Energy Payment (a "Deemed Energy Period") shall be calculated as
follows:

where:
6.4.1 DEP is the Deemed Energy Payment for that Deemed Energy
Period (ZAR);
6.4.2 x is the total number of ten (10) minute periods of Deemed
Energy in that Deemed Energy Period;
6.4.3 i is each individual ten (10) minute period of Deemed Energy;
6.4.4 CER is the Commercial Energy Rate (ZAR/MWh);
6.4.5 AE is the Energy Output (MWh) of the Facility, metered at the
Delivery Point during each respective ten (10) minute period
during the Deemed Energy Period;
6.4.6 EO is the expected Energy Output (MWh) during each ten (10)
minute period during the Deemed Energy Period, if the
Deemed Energy Period commences:
6.4.6.1 within the first Contract Year following the Commercial
Operation Date or the extended period in which the
Approved FPC has not yet been determined, EO will be
calculated as if the Facility has achieved the P50 Forecast
for the appropriate month;
6.4.6.2 after the end of the first Contract Year and following the
completion of the Approved FPC, EO will be based on the
Approved FPC and shall be calculated using the following
formula:

where:
6.4.6.2.1 EO is the expected Energy Output (MWh);
6.4.6.2.2 FA is the Facility Availability calculated for the ten (10)
minute period preceding the commencement of the
Deemed Energy Period (%); and
6.4.6.2.3 AP is the estimated Capacity of the Facility during
each ten (10) minute period, as determined from the
Approved FPC and the FPC Data (MW), or as
confirmed by the Independent Engineer in terms of
clause 2.10 of this Schedule 6 (Deemed Energy
Payment).
6.5 If the Deemed Energy Period commences during the first five (5) minutes of
a ten (10) minute period, such ten (10) minute period shall be taken into
account in the calculation of the Deemed Energy Payment. If the Deemed
Energy Period commences during the last five (5) minutes of a ten (10)
minute period, such ten (10) minute period shall not be taken into account
in the calculation of the Deemed Energy Payment.
6.6 In the event of a failure of or interruption to the Reference Mast, the Backup
Reference Mast may be used. In the event of a failure of or interruption to
the Reference Mast and Backup Reference Mast, the relevant expected
Energy Output shall be calculated by the Independent Engineer, provided
that if the failure of or interruption to the Reference Mast and Backup
Reference Mast is due to the breach, wilful misconduct or negligence of
the Seller, no Deemed Energy Payment shall be payable by the Buyer for
as long as such failure of or interruption to the Reference Mast and Backup
Reference Mast persists.
6.7 In the case that the Approved FPC has been delayed for six (6) months,
the Deemed Energy Payment shall be calculated using the methodology
presented in clause 3 (Deemed Energy Payment for System Events and
Compensation Events occurring before the Commercial Operation Date)
of this Schedule 6 (Deemed Energy Payment) until the Approved FPC is
agreed.

7. Adjustment of Deemed Energy Payments

7.1 Where the Approved FPC has been determined, the Buyer or Seller
may dispute the Deemed Energy Payment calculated in terms of
paragraph 5.4, paragraph 6.4 and paragraph 4 (Deemed Energy
Payment before the Commercial Operation Date) of this Schedule
 6 (Deemed Energy Payment) retrospectively if the Deemed Energy
Payment calculated based on the Approved FPC proves to be
different from the Deemed Energy Payment calculated in terms of
paragraph 5.4, paragraph 6.4 and paragraph 4 (Deemed Energy
Payment before the Commercial Operation Date) of this Schedule
6 (Deemed Energy Payment). Overpayments made by the Buyer
may be set off against payment due by the Buyer, and
underpayments may be included in the Invoice for the Billing Period
after such underpayment was determined.

7.2 The amount of the overpayment or underpayment determined in

terms of paragraph 5.4, paragraph 6.4 and paragraph 4 of this
Schedule 6 (Deemed Energy Payment) shall bear interest at the
Agreed Interest Rate from the date of such overpayment or
underpayment to, but excluding, the date of repayment or set-off,
as the case may be.
 SCHEDULE 7

PROJECT DOCUMENTS

[THE EMBEDDED GENERATION GRID CONNECTION CONTRACT WILL BE

INSERTED ONCE FINALISED)

Part A (PPA Related Project Documents, to be provided as applicable)

1.1 Independent Engineer Agreement

1.2 Water Use Licence Agreement

1.3 Water Use Agreement

1.4 NERSA generation licence

1.5 Transmission Agreement (if applicable);

1.6 Distribution Agreement (if applicable);

1.7 Self-Build Agreement (if applicable);

1.8 Budget Quote;

1.9 Direct Agreement in respect of the [applicable connection agreement

referred to above];