Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698080242078.pdf (Sierra Leone)
amA 3+3 lmp,ementation Agreemenl IMPLEMENTATION AGREEMENT by and between -.
T}IE GOVERNMENT OF THE REPUBLIC O[ SIERRA LEONE and PLANDT SOLAR DNERGY (SL) LIMITDD relating to the 50 MW Solar Energy Generation [25 MW in Makarie Gbanti Chiefdom, Bombali District and combined 25 MW in various location Kambia, Port Loko, Kabala, Kamakwi, Kono, Mile 91, Moyamba, Pujehun, Bo, Kailahun, Bonthel IN Sierra Leone oatea as of / Y aay or of, zorz lmplementation Agreement CONTENTS Clause Ileading Page DEFINMIONS AND RULES OF INTERPRETATION....................
THE PROJECT EFFECTIVE DATE AND DURATION.........
OBLIGATIONS OF THE GOVDRNMENT OBLIGATIONS OF THE COMPANY RIGHTS IN RELATION TO THE SIT8........................ FINANCIAL ISSUES REPRESENTATIONS AND WARRANTIES ASSIGNMENT AND NOVATION TC FORCE MAJEURE OR POLITICAL FORCE MAJEURE TERMINATION DISPUTE RESOLUTION TC I ll l2 l3 t4 I 6 7 7 9 l0 1t t2 14 t7 20 .25 lmplementation Agreemenl THIS IMPLEMENTATION AGREEMENT is made on the 9'h day of August 2017 between (I) (2) THE GOVERNMDNT OF THE REPUBLIC ON SIERRA LEOIVE, ACTING BY THtr' MINISTRY OF FINANCE AND ECONOMIC DEVELOPMENT AND BY THD MINISTRY OF ENERGY (the "Government"); and PLANET SOLAR ENERGY (SL) LIMITED, a limited liability Generator established in Sierra Leone with its registered office located in 81, Pademba Road, Freetown, Sierra Leone [and Generator number Io]] (the "Generator");.
WHERDAS The Govemment is desirous of improving on its energy generation capacity and extend access to electricity across the Country using several energy mix including renewable energy solutions such as solar energy by leveraging private sector opportunities and financing.
In furtherance of that objective the Generator has agreed to build, own, operate and transfer an on-Grid solar photovoltaic power plant of 25 MW generation capacity at Makarie Gbanti Chiefdom, Bombali District, Northern Province, Sierra Leone and multiple smaller solar photovoltaic power plants of aggregate generation Capacity of 25MW (the "Projecf') pursuant to the provisions of this Agreement and the Power Purchase Agreement referred to in recital C. The Offtaker desires and intends to purchase the capacity, net electrical energy and ancillary services produced by the Project pursuant to the Power Purchase Agreement executed on th August 2017, as authorized by the Govemment.
To promote the implementation of the Project, and in exchange for the undertakings and agreements of the Generator pursuant to this Agrcement and the Power Purchase Agreement, the Govemment agrces to support the Project and to undertake certain obligations and to provide certain incentives and to provide certain assistance as provided in this Agreement.
B C. D NOW IT IS HEREBY AGREED as follows: I. DEFINITIONS AND RULES OT INTI,RPRETATION l. I Definitions Unless the context otherwise requires, the following terms shall have the following meanings whether used in the singular or in the plural: "Agreement" means this Implementation Agreement, together with all Schedules attached hereto, as the same may be amended from time to time.
"Business Day" "Cause" means any Day excluding Saturday and Sunday and any Day which shall be in Sierra Leone a legal holiday or a Day on which banking institutions are authorized or requfued by law or other governmental action to be closed.
means with respect to the revocation of any Govemmental Approval, a revocation on account of any wilfut default or gross negligence on the part of the Generator or its Contractors in complying with the material terms of a Govemmental Approval or any applicable Law consistently applied in a non-discriminatory manner and in accordance with the spirit ofthis Agreement.
1 i- "Change ln Law" "Change of Control" "Closing Date" "Generator Event of Default" "Consent" "Contractors" means any of the following events occurring after the Effective Date as a result of any action by any Govemmental Inshumentality of Sierra Leone: (i) a change in, amendment or extension or replacement or renewal or repeal of an existing Legal Requirement, (ii) an enactrnent, issuance, enforcement, adoption, bringing into effect or making ofany new Legal Requirement, and (iii) a change in the manner in which a Legal Requirement is applied or in tbe application or interpretation thereof.
means, in relation to a percon, Generator or entity, a change of the person, Generator or entity, that possesses, directly or indirectly, the power to direct or cause the direction of the management or the policies of that person, Generator or entity, whether through ownership, by contract or otherwise.

means the date on which the Offtaker and the Generator joinfly certi!

that all the conditions set forth in Appendix F of the Power Purchase Agreement have been fulfilled or waived.
means an event referred to in Clause 12.1 means any approval, consent or other authorisation that is required from any Govemmental lnstrumentality under the laws of Sierra Leone with respect to the Project.
means the EPC Conkactor and the O&M Contractor and any other contractors engaged by the Generator in connection with the design, engineering, procurement, supply, transportation, erection, construction, installation, testing and commissioning of the Plant and the operation and maintenance of and supply of materials for, a Plant.

"Day" means the 24-hour period beginning and ending at 00:00 midnight Sierra Leone lime.
".Direct Agreement" "Dispute" "Dollars" or ..US$" "EPC Contract" means the agreement entered into, or to be entered into, between the Offtaker and/or the Govemment, the Generator and the Lenders or a security agent or trustee on behalf of the Lenders under which the Lenders may step in to cure a Generator Event of Default under the Power Purchase Agreement or to assign the rights and obligations of the Generator under it to a third party capable of performing such obligations.
means any dispute between the Parties whether resulting from a claim in contract, in tort or based on any other legal doctrine which may arise out of, or in connection with, (whether, in each case, wholly or partially, directly or indirectly) this Agreement or the interpretation, application, implemetrtation, validity, breach or tennination of this Agreement.

means the currency that is d1e legal tender of the United States of America.
meam the engineering, procurement and construction contract to be entered into between the Generator and the EPC Contractor for the engineering, design, manufacture, supply, procurement, 2 i () "EPC Conaractor" transportation, erection, construction, installation, testing, commissioning and wananty of the Plant.
means the engineering, procurement and construction contractot or such other contractor employed from time to time by the Generator, for the engineering, design, manufacture, supply, procurement, transportation, erection, construction, testing, commissioning aad wananty ofthe Plant.

"Event of D€fault" means a Generator Event of Default or a Government Event of Default.
"Event of Force Majeure" has the meanilg set forth in Clause I 1.3 "Event ofForce Majeure or Political Force Majeure "Event of Political Force Majeure" has the meaning set forth in Clause I l.l has the meaning set forth in I 1.3 "Financing Documents" means any and all loan agreements, notes, bonds, indentures, security agreements, direct agreements, regishation or disclosure agreements, export credit agency agreements, guarantees or insurance policies, subordination agreements, mortgages, deeds of kust, credit agreements, intercreditor agreements, note or bond purchase agreements, hedging agreements, participation agreements and other documents (including, service agency agreements, lease agreements, purchase agreements and agency and asset participation agreements) entered into by the Generator relating to, among other things, the financing of the engineering, procuement, construction, ownership, operation and maintenance of the Plant, including but not limited to any modifications, supplements, extensions, renewals and replacements ofany such financing or refinancing.
"Governmental ApprovaU Authorisations" meaus any acknowledgement, approval, authorization, consent, concession, exemption, licence, permit, privilege, decree, and waiver from, or filing with, or notice to, or from, any Govemment Instrumentality required for all or any of the Generator, the Generator's Contractors or the Lenders, and thea respective employees, agents, representatives or contractors, iD relation to tho Project.
"Government Event of Default" "Governmental Instrumentality" means an event referred to in Clause 12.2. means the Govemment of Sierra Leone, or any ministry, department or political sub-division thereof, and any Person under the direct or indirect cortrol of any such govemment exercishg executive, legislative, judicial, regulatory or administrative functions of or pertaining to govemment or any other govemmental entity, instrumentality, agency, authority, corporation, committee or commission, or any independent regulatory authority, in each case within Sierra Leone, alrd any successor to or any assignee of any of tbe foregoing.
3 "Indemnified Party" means the Party referred to as such in Clause 10.4.1.

"Indemnifying Party" means the Party referred to as such in Clause 10.4.1.
"Land Agreement" "Law" "Lenders" "Leones" "Loss" *MW" "Offtaker" "Offtaker Event of Default" "O&M Agreement" means (i) in reference to the On - Grid Plant, the agreement to be entered into by and between the Generator and the landowners of Makarie Gbanti Chiefdom, Bombali District, Northem Province of the Republic of Sierra Leone represented by the Paramount Chief and Chiefdom Council of the said Chiefdom for the location of the Site pursuant to which, among oltrers, the Generator has been granted the right to use and occupy the Site and (ii) in reference to the Mini Solar Plants, the agreement to be entered into by and between the Generator and the landowners of each relevant site where the Mini Solar Plant is to be situated, pursuant to which, among others, the Generator has been granted the right to use and occupy the site.
means in relation to this Agreement the Laws of the Republic of Sierra Leone, and all orders, rules, regulations, executive orders, decrees, policies, judicial decisions, notifications, or other similar directives made pursuant thereto, as such laws, orders, rules, regulations, decrees, policies, judicial decisions and notifrcations or other similar directives may be amended from time to time.
means the banks and other financial institutions and agencies party to the Financing Documents, including any security agent or trustee.

means the lawful currency of Sierra Leone.

means any and all loss, damage, liability, payment or obligation (excluding any indircct or consequential loss, 'lamage, liability, payment or obligation), and all expenses (including reasonable legal fees).

means Mega Watt.
means Mega Watt.

means the Electricity Distribution and Supply Authority, Sierra Leone and its legal successors and assigns.

meaus an event referred to as such in Clause 18.2 of the Power Purchase Agreement.

rneans the operation and maintenance agreement to be entered into between the Generator and the O&M Contractor regarding the operation and maintenance ofthe Plant.

"O&M Contractor" means the contractor employed from time to time by the Generator for the operation and maintenance ofthe Plant.
"Party" "Planf' means the Govemment, or the Generator, as the case may be.
ureans the on-Grid solar energy generating facilities as more specifically described in the Power Purchase Agreement to be built, owned, operated and transferred by the Generator on the Site or the mini - solar plants which are solar energy generating facilities to be built by the Generator in tenns of the Power Purchase Agreement at 4 "Power Purchase Agreement" such locations as shall be nrutually agreed by the Oftaker and the Generator.
means the agreement of that name by and between the Offiaker and the Generator, dated linsert date], for the sale of the energy generated from the Project, as the same may be amended from time to time.

"Project" shall have the ueaning ascribed thereto in the Power Purchase Agreement.
"Project Agreements" means, collectively, [this Agreement, the Land Agreement, the EPC Contract, the O&M Agreement, the Power Purchase Agreement, the Transmission Agreement and the Financing Documents, including the Direct Agreement and other relevant agreements.

"Register of Companies" means the appropriate official at the Sierra Leone companies reBister.

"Relevant Applicant" means an applicant for a Govemmental Approval as referred to in Clause 12.2.1(e)(ii).
"Shareholder" means the shareholder ofthe Generator at the relevant time.

"Sierra Leone" rneans the Republic ofSierra Leone.
"Site" "Term" "Transmission Agreement" means with reference to the On-Grid Plant that certain parcel ofland located at Makarie Gbanti Chief<lom, Bombali District, Northem Proviace, Sierra Leone, more specihcally delineated in the Land Agreement on which the Plant is located attached hereto as Schedule I and with reference to the Mini-Solar Plants, each such location as identified jointly by the Generator and the Offtaker for setting up the Mini - Solar Plant.
The initial tenn of this Agreement specified in Clause 3, as it may be extended from time to time in accordance with the provisions of this Agreement.
means the agreement setting out the rights and obligations of the Parties in relation to the Transmission System in relation to the On- Grid Plant, entered into on the 9th August 2017 or the agreement to be entered into in relation to each Mini - Solar Plant for the effective dispatch of the Net Elecrical Energy generated by zuch Mini-Solar Plant into the Grid or the Transmission System.

"Transmission System" means the Offtaker's system of transmission or distribution facilities.
"Transmission System Force Majeure" shall have the meaning given to it in the Power Purchase Agreement.
1.2 Interpretation 1.2.1 words ofany gender include each other gender; 5 1.2.2 1.2.3 1.2.4 t.2.5 1.2.6 1.2.7 1.2.8 1.2.9 1.2.10 1.2.1 I words using the singular or plural number also include the plural or singular number, respectively; the terms "hereof," "herein," "hereby," "hereto" and similar words refer to this entire Agreernent and not to any particular Clause, Schedule or any other subdivision of this Agreement; references to "Clause" and "Schedule" are to the Clauses or Schedules of this Agreement; the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such pkases or words of like import; references to "this Agreement" or any other agreement or document shall be construed as a reference to such agreement or document as amended, modified or supplemented and in effect from time to time and shall include a reference to any docurnent which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms; whenever this Agreement refers to a number of Days, such number shall refer to calendar Days unless Business Days are specified; all periods of time shall be based on, and computed according to, the Gregorian calendar; the word "approval" or "consent" shall be deemed to be followed by "(such approval not to be unreasonably withheld or delayed)" or "(such consent not lo be unreasonably withheld or delayed)", as the case may be, whether or not it is followed by such pfuase or words of like import and the word "approved" shall be construed accordingly; the phrase "best endeavours" means taking all actions necessary to achieve the objectives of tlre obligation to which the phrase relates, including the expenditure of funds in such amounts as shall be reasonable at lhe time in the light of the financial condition and resources ofthe Party bound by the obligation; the phrase "reasonable endeavours" means taking such actions as may be reasonable at the time, which may or may
 not include the expenditure of funds, taking into account the importance of the objectives of the obligation to which the phrase relates and the damage that may be suffered by the Party in whose favour the obligation runs relative to the burdens imposed on the Party bound by the obligation in taking such actions; 1.2.12 the provisions of this Agreement shall apply mutatis mutandis to each Plant and where the context requires, each provision shall be applied separately in respect of each Plant; and 1.2.13 the capitalised terms used in this Agreement but not defined shall have the same meaning as provided thereto under the Power Purchase Agreement.
1 THE PROJDCT 2.1 Ri t to Develo Through the GovemmeDt Instrumentalities, the Govemment hereby grants to the Generator throughout the Term the exclusive right: 6 \ 2.1.1 to develop, design, finance, construct, own, operate, nraintain, rnanage and transfer the Project; and 2.1.2 to sell to the Offtaker all the energy and ancillary services that the Project is capable of making available pursuant to the Power Purchase Agreement.
2.2 Transf€r of the Plant The Govemment shall require the Generator, and the Generator hereby agrees, to transfer all the facilities of the Plant in fair operational condition at the end of the Term and to conduct all activities incidental thereto, and in accordance with the terms of this Agreement, the Power Purchase Agreement and the Land Agreernent.

3.
3.

EFFECTIVE DATE AND DURATION 3.1 Effectivc Date 3.1.1 This Agreement shall enter into full force and effect from the date of its execution (the "Effective Date").

3.2 Duration of Term 3.2.1 The term of this Agreement shall continue until the Power Purchase Agreement has been terminated and all outstanding obligations of the Offtaker under the Power Purchase Agreement have been performed, unless termilated earlier or extended in accordance with the provisions of this Agreement other than this Clause 3.2.
3.2.2 If the Power Purchase Agreement is extended beyond its original term, then this Agreement shall be correspondingly extended on the same terms and conditions as are found herein.

4.
OBLIGATIONS OF TIIB GOVtrRNMENT 4.1 GovernmentAuthorisations Provided that the Generator has complied with its obligations in Clause 5, the Government shall: 4.1.1 4.1 .2 ensure that in a timely manner, all Goverrunent Instrumentalities gant to the Generator (or its agents, representatives or contractors as may be reasonably necessary) all Govemment Authorisations in respect of which applications in accordance with Clause 5 have been made; ensure that no Govemment Instrumentality attaches, at any time during the Term, any term or condition to the Government Authorisations, other than the normal terms and conditions, which materially and adversely affects the Generator or the Project or which imposes conditions on the Generator that are more onerous than under the Power Purchase Agreement; 4.1.3 ensure tbat all Govemment Authorisations are, upon their expiry, renewed on substantially similar tenns or on terms no less favourable than the then existing terms imposed on any third party; i-lj t) 4.1.4 ensure that no Govemment Instrumentality revokes any Govemmental Authorisation without Cause; and 7 4.t.5 in the event that a Govemmental Approval has been revoked for Cause, procure the gant by the Govemment Instrumentality of a further Governmental Approval if the Generator lras provided to the Government Iflstrumentality reasonable evidence to demonstrate that the failure to comply with the Govemmental Approval has been rectified and all fines have been paid.
4.2 Support to Obtain Consents 4.2.1 Without limiting the obligations of the Govemment pursuant to Clause 4.1 upon the request of the Generator, the Govemrne[t shall support, use and cause to be used all reasonable efforts to expedite consideration of the application for each Govemmental Approval or renewal thereof made in tlre circumstances set out in Clauses 4.1.3 and 4.1.5.
4.2.2 Any request for support under this Clause 4.2 slrall be accompanied with copies of the application for the Govemmental Approval, and clear evidence that the issuance or renewal of the Governmental Approval was denied, deferred or was not processed in a limely manner.

4.3 Grant of Invcstmenl Incentives The Govemment shall ensure that all the relevant investment incentives as contained in the Laws are granted by the Govemment Instrumentalities to the Cenerator on or before the Closing Date.
4.4 Financins of thc Proiect The Government shall at any time and from time to time execute such firrther agreements or documents and do all such acts and things, as the Generator or the Lenders may reasonably requirc to enable the Generator to arrange financing for the Project on a limited recourse basis, including, but not limited to: 4.4.1 amending the provisions of this Agreement; 4.4.2 entering into a direct agreement with the Lenders of such form and substance as may reasonably be required by the Lenders- 4.5 Guarantce of thc Offtal<er's Obliqations !,| The Govemment lrereby guarantees the performance of the Ofllaker's obligations under the Power Purchase Agreement, and shall, at the request of the Generator, in a timely manner take any necessary measures to ensure the Offtaker strictly complies with its obligations under the Power Purchase Agreement.
4.6 ExDroDriation.NationalizationandConfiscation The Govemment shall ensure that no Government Instrumentality expropriates, compulsorily acquires, nationalises, or confiscates all or any part of the Project, any assets, rights or other interest of the Generator, or the interest of any Shareholders.

4.7 Construction.
Operation and Maintenance Subject to the provisions of this Agreement and the Power Purchase Agreement, the Govemment and the other Govemment Inshumentalities shall not intervene in the construction, operation and maintenance of the Project in a manner that is adyerse to the Project or the 8 5.1 ApplicationforGoyernmentAut}orisations The Generator shall make (or cause to be made) and diligently pursue an application that complies lyith the necessary legal, regulatory and procedural requirements for each Govemmental Approval necessary for the Generator to design, develop, construct, finance, insure, own, operate and rnaintain tlre Project as contemplated in this Agreement and the Power Purchase Agreement.
5.2 Construction of the Proiect The Generator shall design, develop, construct, finance, insure, own, operate and maintain the Project in accordance with the applicable Laws and the terms of the Power Purchase Agreement, this Agreement and the Land Agreement.

5.3 trnvironmental Protection.

Health and Safety The Generator shall comply with the applicable Laws and requirements ofthe Power Purchase Agreernent regarding environmental protection, health and safety.
5.4 CorporateDocumentation Before the Closing Date, the Geuerator shall deliver to the Govemment a copy, certified as a true copy by a duly authorised officer ofthe Generator, of: 5.4.1 the articles of incorporation and the certificate of incorporation of the Generalor; 5.4.2 resolutions passed by the board of directors of the Generator authorising the execution, delivery and performance by the Generator of the Power Purchase Agreement, this Agreement, the Financing Documents and any other agreement or document to be executed and delivered in respect thereof; and 5.4-3 the form ofthe EPC Contract (excluding any information ofa proprietary and technical or comnrercially sensitive nahrre).
6.
RIGHTS IN RELAT ION TO TI.Itr SITE 6.I Acquisition of Site 6.1.1 The Govemment shall use its best endeavours to facilitate the gmnt by the relevant landowners, with effect from the Effective Date, the right ofthe Generator (and if it so requires, any employee, agent, representative or contractor of the Contractor) to enier the Site in order to carry out such site investigations as the Generator may reasonably require, subject to: (u) (b) the Generator giving prior notice ofits intention to exercise its rights under this Clause 6.1.1 to the Offtaker; all persons entering the Site complying with such reasonable requLements as the Offtaker may stipulate relating to the security and safety of the Site; and 6.1.2 The Govemment shall use its best endeavours to facilitate the grant by the relevant landowners of, the Land Agreement within 90 days after the Effective Date, to become effective at the latest on the Closing Date, so as to permit the Generator to assume vacant possession of the Site, on such lerms and conditions as are set out in the Land Agreement and the Power Purchase Agreement.
6.1,3 The Govemment shall grant, or facilitate the grant oll all necessary rights of way, l0 easements and other rights, including those required to construct and mainlain any fuel and power interconnections for the Plant, to enable the Generatq to carry out its obligations and to exercise its rights uuder this Agreement, the Power Purchase Agreement and the tand Agreement throughout their respective terms.
6.2 SuDDort to obtain S and TraItsrrortation 6.2.1 The Government will use its reasonable endeavours to ensure that access and transportation to and from the Site suitable for construction and operation ofthe plant is available.
6.2.2 Either Party may advise the other Party from time to time of any difficulties en@untered in relation to th€ activities the Government is required to perform under this Clause 6.2 and if any such difiiculties oreate (in the Cenerator's opinion) a significant possibility that the Generator will be prevented or materially impaired in then, upon the request of the meeting its obligations under the Project Agreem€nts, Generator, the Governmenl shall take such action as is reasonable under the circun)stances to enable the Oenerator to secure the necessary services, 7.
FINANCIAL ISSUDS 7.1 Securitv 7.1.1 For the purpose of financing the Project and in compliance with the Laws, the Generator may charge or assign by way of security, in favour of the Lenders, its interests in: (a) (b) (c) (d) rhe site; (e) (0 the immovable property situated on the Site; or the moveable property and intellectual property ofthe Generator, relating to the Project.
this Agreement; the Power Purchase Agreement; any other agreement or document relat€d to the Project; Provided however, the Generator shall send a written notification for confirmation to the Covernment for the charge or assignment of the assels mentioned under Clauses 7.1.1 (d) and (e) urd (D at least 30 (thirty) days in advanco, and in the cvent that the Government fails to provide such written confirmation within 30 days, it shall be deemed that the Govemment has provided the confirmation in writing.
Government hereby confirms that such written consent will not be unreasonably turned down or withheld.

7.1-2 The Government agrees to execute and give all acknowledgements of any security or assignments created pursuant to Clause 7.1.1 as are reasonably requested by the Generator to give effect to Clause 7.1.1.
7.2 Foreipn Exchanse and Bank Accounts ln compliance with the Laws, the Generator shall have the right to open any type of foreign or local bank accounts and shall have the right to freely canvert an amount in US$ or any type of foreign currency into any other cunency and transfer any such amount abroad.

The Goverunent will procurc the prompt delivery of any Government Authorisalions nec€ssary to effect this clause.
Tax: The Government shall ensure that the Ceneralor is entitled to all tax exemptions provided under the laxation laws ofSierra Leone relating to a project ofa nature similar to this Project.

For the purposes of lhis Agreement references to tax includes all present and future taxes, charges, duties, levies, custom duties, excise, deductions or withholdings of any kind ll .a ai.
,r,- charges, duties, levies, custom duties, excise, deductions or withholdings of any kind whatsoever, or any other tax or any amount payable on account of or as security for any of the foregoing, by whomsoever on whomsoever and wherever imposed, levied, collected, withheld or assessed, together with any penalties, additions, fines, surcharges or interest relating thereto.

8.
RESENTATIONS AND W 8.1 GovernmentReDresentati ons and Warranties The Goyemment hereby represents and warrants to the Generator that: 8.1.1 the signatories hereto have full power and authority to execute and deliver this Agreement on behalf of the Government and the execution hereof by the signatories shall effectively bind the Government; 8.1.2 the Govemment has full power and authority to p€rform its obligations utrder this Agreement; 8.1.3 the execution, delivery and performance of this Agreement by or on behalf of the Govemment: (a) has been duly authorized by all requisite action on the part of the Govemment; and (b) will not: (D (il) violate the Laws or any applicable order of any Government Instrumentality; or violate, be in conflict with, result in a breach ofor constitute (with due notice or lapse of time or both) a default under any indenture, agreement for borrowed money, bond, note, instrument or other agreement to which the Govermnent is a party or by which the Government or its property is bound, excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the properties or financial condition of the Govemment or on its ability to perform its obligations under this Agreement; 8.I.4 8.1.5 8.1.6 assuming it constitutes a legal, valid and binding obligation of the Generator, this Agreement constitutes a legal, valid and bhding obligation of the Government, enforceable against it in accordance with its terms, subject to general principles of equity.
no filing or registration with, no notice to and no permit, authorization, consent or approval of any person is required for the execution, delivery or perforrnance of this Agreement by the Government, except for such filings, registrations and notices that have been made or given, and such permits, authorizations, consents or approvals as have been obtained and are in full force and effect.
the Government is not in default under any aBreement or instrument of any nafure whatsoever to which it is a party or by which it is bound ir any manner that would have a material adverse effect on its ability to perform its obligations under this AgrcemeDt, the validity or enforceability of this Agreement or on the financial condition of the Govemment; and 8.1.7 there is no action, suit, proceeding or investigation pending, or to the Govemment's knowledge, threatened, against the Govemment which, if adversely determined, would l2 E '* a 7 have a material adverse effect on its ability to perforrn its obligations under this Agreernent, the validity or enforceability of this Agreement or on the financial condition of the Govemment.
8.2 Generator Reoresentations and Warranties The Generator hereby represents and warants to the Government that: 8.2.1 the Generator is a limited liability Generator, duly organized, validly existing and in good standing under the Laws, and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as proposed to be conducted.
8.2.2 the Generator has full corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
8.2.3 the execution, delivery and performance ofthis Agreoment by the Generator: (a) has been duly authorized by all requisite corporate action on the part ofthe Generator, and no other proceedings on the part of the Generator or any other person are necessary for such authorization; and (b) will not: (D (i0 violate the Laws or any applicable order of any Government Instrumentality or any provision of the [memorandum and clauses of association] of the Generator; or violate, be in conflict with, result in a breach ofor constitute (with due notice or lapse of time or both) a default under any indenture, agreement for borrowed money, bond, note, instrument or other agreement to which the Generator is a party or by which the Generator or its property is bound, excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operation of the Generator, or on its ability to perfonn its obligations under this Agreement; 8.2.4 this Agreement has been duly executed and delivered by the Generator; 8.2.5 assuming it constitutes a legal, valid and binding obligation of the Govemment, this Agreement constitutes a legal, valid and binding obligation of the Generator, enforceable against it in accordance with its terms, subject to: (a) (b) banlruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors' rights; and general principles ofequity; 8.2.6 to the best of its knowledge after reasonable inquiry, no filing or registration with, no notice to and no permit, authorization, consent or approval of any person is required for the execution, delivery or performance of this Agreement by the Generator, except for the Consents; 8.2.7 the Generator is not in default under any agreement or instrument of any nature whatsoever to which it is a party or by which it is bound in any manner that would have a material adverse effect on its ability to perfonn its obligations under this Agreement, 13 or the validity or enforceability of this Agreement; and 8.2.8 there is uo action, suit, proce€ding or investigation pending or, to the Generator's knowledge, threatened: (a) (b) for the dissolution ofthe Generator; or against the Generator, which, if adversely determined, would have a material adverse effect on its ability to perform its obligations under this Agreemenl or the validity or enforceability of this Agreement.
I ASSIGNMENT AND NOVATION 9.1 Consent Required 9.1.1 Subject to Clause 7.1.1, the Parties are not permitted to assigtr or novate their interests in this Agreement without the consent of the other Party except in accordance with the terms ofthis Clause.

9.1.2 Any sale, transfer, novation or assignment of any interest in the Plant or this Agreeruent, except for the purposes provided in Clause 7, without the consent of the Government shall be null and void.
For the purposes of this Clause , a sale, transfer, or assignment shall include a sale ofall or a majority interest in the stock or voting control ofthe Generator or the interests ofthe Generator in this Agreement.
Provided however, no such consent shall be required if the assignee or flre transferee agrees in writing to bind it to all the terms and conditions applicable to the Generator under this Agreement and under the Project Agreements and the Generator has provided an advance written notice of at least 30 Days ofthe sale, transfer, novation or assignment or Change in Control of the Generator to the Government.

Every Change in Control shall be subject to the provisions ofthe tax laws in Sierra Leone.
9.1.3 It is hereby clarified that notwithstanding anything to the contrary contained in this Agreement, the Generator shall at its discretion eltgage Contractors and sub-contractors for undertaking the Prcject or any part thereof.

9.2 Bindins Aereement This Agreement, as it may be amended from time to time, shall be binding upon and inure to the benefit ofthe Parties to it and their respective successors, legal representatives, and assigns permitted under this Agreement.
9.3 Chanse of Con trol Any Change of Control of the Generator, whether voluntary or by operation of law, shall require the prior consent of the Govemment, unless the transferee or the person acquiring the Conhol of the Generator has agreed in w ting to bind itself to the terms and conditions of this Agreement and the Project Agreements as applicable to the Generator and the Generator has provided an advance written notice of at least 30 Days of such Change in Control of the Generator to the Govemment.
9.4 Consequ€nc€s ofSale, Transfer.

Novalion or Assiqnment without Consent Any sale, transfer, novation, or assignment ofany interest in the Plant made withoul fulfilting the requirements ofClause 9.1 or Clause 9.3 shall be null and void and shall constitute an Event t4 ofDefault IO.
LIABILITY.INDDMNIFICATIONAND SOVERDIGN IMMUNITY l0.l Limitation of Liabiliw 10.1.1 Neither Party: (a) (b) shall have any liability to the other Party for any Loss suffered by that party with respect to the subject matter ofthis Agreement except pursuant to, or for breach of, this Agreement; and shall be liable to the other in contract, tort, waranty, strict liability or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages.
10.1.2 This Clause I0 doos not constitute a waiver of any rights ofone Party against the other with regard to mattem unrelated to lhis Agreement or any activity not contemplated by the Project Agreements or the Financing Documents- 10.2 lndemnification 10.2.1 Except and to the extent that the Government is indemnified pursuant to the terms of any ofthe Project Agreements or Financing Documents or is reimbursed for any Losses pursuant to any policy of insurance, the Generator shall: (a) (b) indemnifo and defend the Govemment, its officers and employees against; and hold the Governmeot, its ofhcers and employees harmless from, at all times afler the date on which this Agreement enters into full force and effect, any and all Losses, incurred, suffered, sustained or requilgd to be paid, directly or indhectly, by, or sought to be imposed upon, the Govemment, its oflicers and employees for personal injury or death to persons (including third persons) or damage to property (including third party property) arising out of any negligent act or omission or any intentional misconduct by the Generator in connection with this Agrcement.
10.2.2 Except and to the extent that the Generator is indemnified pursuant to the terms of any of the Project Agreements or Financing Documents or is reimbursed for any Losses pursuant to any policy ofinsurance, the Govemment shall: (a) (b) indemnif and defend the Generator, its officers, directors and employees against; and hold the Generator and its officers, directors and employees harmless fiom, at all tines after the date on which this Agreement enters into full force and effect, any and all Losses incurred, suffered, sustained or required to be paid, directly or indirecdy, by, or sought to be imposed upon, the Generator, its officers, directors and employees for personal injury or death to persons (including third persons) or damage to property (including third party property) arisiag out of any negligent act or omission or any intentiolal misconduct by the Govemment in connection with this Agreement.
10.2.3 Subject to the Parties otherwise ageeing, or a court of law or arbikator appointed pursuant to this Agreement otherwise determining, in the event injury or damage results l5 from the joint or concunent negligent or intentional acts or omissions of both the Generator and the Government (or the Offtaker), the Parties shall be deemed to be equally liable for such injury or damages (and indemnifo and hold harmless the other Party for its share of liability for such injury or damages).
10.2.4 If the Parti€s agree, or a court of law or arbitrator appointed pursuant to this Agreement detenaines, that the Parties are not equally liable for injury or damages referred to in Clause 10.2.3, the Parties will be bound to (and indemnif, each other against), liability in such portions agreed or determined.

10.2.5 Neither Party shall be liable to the other Party for special, consequential, or punitive damages or indirect costs or expenses or loss ofprofits.
10.2.6 The provisions of this Clause l0 shall survive for a period of5 years following the termination or expiry of this Ageement with respect to any acts or omissions or claims for indemnification that occured or arose prior to such termination or expiry.
10.3 Indemnification for Fines and Penalties Subject to the other provisions of this Agreement, any fines or other penalties incurred by a Party (other than fines or penalties due to the negligence or intentional acts or omissions of another Party) for non-compliance with the Law, shall not be reimbursed by the other Party but shall be the sole responsibility of the Party not complying with the relevant Laws.
10.4 Notice of Proceedings 10.4.1 Each Party (the "Indemnified Party") shall promptly trotiry the other Party (the "Indemnifring Party") of any Loss or proceeding in respect of which such Indemlified Party is or may be entitled to indemnification pursuant to Clause 10.2, as soon as reasonably practicable after the Indemnified Party becomes aware of the Loss or proceeding and that such Loss or proceeding may give rise to an indemnification, but in aDy event no later than [21] days after the receipt by the Indemnified Party of notice of the commencement ofany action for which indemnity may be sought.
10.4.2 The delay or failure ofthe Indemnified Party to provide the notice required pursuant to Clause 10.4.1 shall not release the Indemniffing Party from any indemnifrcation obligation that it may have to the Indemnifred Party except: (a) (b) to the extent that such failure or delay materially and adversely affected the Indemnifuing Party's ability to defend such action or increased the amount of the Loss; and that the lndemnifying Party shall not be liable for any costs or expenses ofthe Indemnified Party in the defence of the claim, suit, action or proceeding during such period of failure or delay.
10.5 Assumption of Defence The Indenrniling Party may assume the defence of any proceeding of which it has received notice pursuant to Clause 11.4 with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall render all reasonable assistance requested by the Indemnifiing Party in relation to the defence and that if the defendants in any zuch action include both the Indemnified Party and the Indemnirying Party and the Indemnified Party shall have reasonably concluded drat there may be legal defences available to it which are different from or additional to, or inconsistent with, those available to the Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnirying Party's expense, unless a liability insurer is willing to E l6 pay such costs.
The Indemniling Party may agree a settlemeDt with the claimant ia respect of the proceeding which places non-monetary obligations upon the Indemnihed Party, providing that independent counsel con{irms that such obligations are reasonable in the circumstances.
r 0.6 Indemnifvins Partv's I'ailure to Assumc Defence If the Indemni$ing Party fails to assume the defence of a claim meriting indemdfication, the Indemnified Party may, at the expense of the tndemniling Party, contest, settle, or pay such claim, provided that compromise, settlement or fttll payment of any such clairn may be made only following confirmation by independent counsel that such claim is meritorious or warrants settlement.
Where such consent is not obtained prior to such compromise, settlement or payment, tbe Indem::ifuing Party shall be released and discharged from all obligations in respect of that claim under Clause 10.
10.7 Amount Orryinq to Ind€mrified Partv Except as otherwise provided in this Clause 10, in the event that a Party is obliged to indemnifr and hold the other Party and its successors and assigns harmless under this Clause 10, the amount owing to the Indemnified Party will be the amount of the lndemnified Party's actual Ioss net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to obtain such insurance proceeds.
10.8 Subroqation 10.8.1 Upon payment of any indemnification provided by a Party pursuant to Clause 10.2, the Indemnifing Party, without any further action, shall be subrogated to any and all claims that the Indemnified Party may have relating thereto.
10.8.2 The Indemnified Party shall, at the request and expense of the Indemnifying Party, cooperate with the IndemniSing Party and give at the request (and expense) of the Indemnifring Party such further assurances as are necessary or advisable to enable the Indemnifling Party vigorously to pursue such claims.
10.9 Sovereiqnlmmunity The Govemment unconditionally and irrevocably and to the maximum extent permitted by law: 10.9.1 agrees that the execution, delivery and performance by it of this Agreement do not constitute sovereign acts; 10.9.2 agrees that, in the event that any proceedings are brought against it or its assets in relation to this Agreement or any transaction contemplated by this Agreement, no sovereign irnrnunity from such proceedings shall, to the extent that it would otherwise be entitled to do so under the law, be claimed by or on behalfof itself or with respect to its assets; and 10.9.3 to the maximum extent permitted by law, waives any right of sovereign immunity which it or any related entity now has or may acquire in the future.
11.

I l.l FORCE MAJEURE OR POLITICAL FORCE MAJEURE Force Maicure or Political [orce trIaicure.

I1.1.1 An "Event oflorce Majeure or Political Force Majeure" shall mean any circumstance not within the reasonable control, directly or indirectly, ofthe Party affected, but only if and to the extent that: l1 4 i !a - It n E i (a) (b) (c) (d) such circumstance, despite the exercise ofreasonable diligence, camot be prevented, avoided or removed by such Par!
; suclr circumstance prevents such Party fiom performing its obligations under this Agreement, and such Party has taken all reasonable precautions, due care and reasonable altemative measures in order to avoid the effect ofsuch event on such Party's ability to perform its obligations under this Agreement and to mitigate the consequences thereof; such circumstarce is not the direct or indirect result ofthe breach by such Party ofany of its obligations under any ofthe Project Agreements; and such Party has given the other Party notice in accordance with Clause I1.2.1.
ll.2 Responsibilities of the Parties Durins Dvent of [orce Maieure or Political tr'orce Maieure.
n.z.t If eitlrer Party desires to invoke an Event of Force Majeure or Political Force Majeure as a cause for delay in the performance of any obligation (other than the payment of money) hereunder, it shall advise the other Party in writing of the date of commencement of such Event of Force Majeure or Political Force Majeure, the nature and expected duration thereof and the actions to be taken in order to comply with requirements of this Clause I t (Force Majeure or Political Force Majeure); provided, that such notice rnust be sent by such Party not later than ten (10) Days after the date on which such Party fust had knowledge of the effect of such Event ofForce Majeure or Political Force Majeure.
If a Party does not deliver such notice in accordance with the terms hereof, such Party shall not be entitled to invoke the benefits of this Clause I I (Force Majeure or Political Force Majeure).
I 1.2.2 The Parties (a) (b) shall make all reasonable endeavours to prevent and reduce to a minimum and mitigate the effect ofany delay occasioned by any Event ofForce Majeure or Political Force Majeure including recourse to alternate sources ofservices, equipment and materials and construction equipment; and shall make all reasonable endeavours to ensure resumption of nomral performatrce of this Agreement alter the terminatioo of any Event of Force Majeure or Political Force Majeure and shall otherwise perform their obligations as herein agreed to the maximum oftheir ability.
I1.2.3 Within ten (10) Days following knowledge of the termination of any Event of Force Majeure or Political Force Majeure, the Party having invoked such Event of Force Majeure or Political Force Majeure as a cause for such delay shall submit to the other Party reasonable proof of the nature of such delay and its effect upon the performance ofthe obligations ofsuch Party under this Ageement.
11.2.4 With respect to the Generator only, if an Event of Force Majeure or Political Force Majeure occurs that affects the Generator, such event nray be invoked only with respect to aDy other Unit or other part of the Plant affected by such event and not with respect to any Unit or other part ofthe Plant not so affected.

I 1.3 Events of Force Maieure or Dvents of Political Force Maieure.
I 1.3.1 Events of Force Majeure or Political Force Majeure shall consist of "Events of Force Majeure" and "Events of Political Force Majeure".
I 1.3.2 "Events of Political Force Majeure" means: l8 (a) (b) (c) (d) acts ofwar (whether declared or not), invasion, anaed conflict, act of foreign enemy, blockade, sanction, embargo or revolution, in each case occurring within or involving Sierra Leone; acts ofrebellion, riot, civil commotion, strikes ofapolitical nature, act or campaign of terrorism, or sabotage ofa political nature in each case occurring within Sierra Leone; a Change in Law; action or failure to act by a Govemmental Instrumentality, including any Covemmental Authorisation (i) ceasilg to remain in firll force and effect or (ii) not being issued or renewed upon application having been properly made by Generator; and 3.3 "Events of Force Majeure" means those Events of Force Majeure or Political Force Majeure not constituting Events of Political Force Majeure, including, but not limited to: (u) (b) (c) (d) (") lightning, frre, eardrquake, tsunami, unusual flood, storm, cyclone, typhoon, tornado or other natural calamity or act ofGod; epidemic or plague; strikes, works to rule or go-slows (other than by employees ofthe Party claiming the same as an Event ofForce Majeure or of any shareholders ofsuch Party, or by employees ofauy direct ol indirect afiil.iate, parent or subsidiary of any shareholder ofsuch Party); accidents or explosions; and a Transmission System Force Majeure as to which the action or inaction ofa Govemmental Instrumentality of Sierra Leone is not the controll.ing or contributing force that caused the occurrence ofsuch event.
I 1.4 C€rtai[ Delavs not Excused 11.4.1 Notwithstaoding that an Event ofForce Majeure or an Event ofPolitical Force Majeure ollrerwise exists, the provisions of this Clause 11 (Force Majewe or Political Force Majeure) shall not excuse: (a) failure of either Party to make any payment ofmoney in accordance with its obligations under this Agreement; (b) (c) (d) (e) late delivery ofequipmenl machinery, plant or materials caused by negligent acts or omissions on the part ofthe Generator or any Contractor; late performance by the Generator or any Contractor caused by the Generatols or such Contractor's failure to engage qualified subcontractors and suppliers or to hire an adequate number ofpersonnel or labour; mechanical or electrical breakdowr: or failure of equipmenl machinery or plant owned or operated by either Party due to the manner in which such equipment, machinery or plant has been operated or maintained; failure of either Party or the EPC Contractor to perfom any of its obligations under this Agreement or the EPC Contract in accordance with the requirements 19 lhereofprior to the occurrence ofan Event ofForce Majeure or an Event of Political Force Majeure; or (r) delays resulting liom reasonably foreseeable unfavorable weather or reasonably foreseeable unsuitable ground or sea conditions or other similar reasonably foreseeable adverse conditions.
I1.5 Event of Political Force Maieure The Generator (but not the Government) shall not be responsible or liable for or deemed in breach hereofbecause of, any failure or delay in performing its obligations under or pursuant to this Agreement to the extent that such failure or delay in performance has been caused or contributed to by one or more Event of Political Force Majeure or its or their effects or by any combination thereof and the periods allowed for the performance by the Generator of such obligation(s) shall be extended on a Day-for-Day basis for so long as one or more Event of Political Force Majeure continues to affect materially and adversely the performance of such Party of such obligation(s) under or pursuant to this Agreement.
I 1.6 Event of Force Maieure Neither Party shall be responsible or liable for, or deemed in breach hereof because of, any failure or delay in cornplying with its obligations (other than an obligation to make a payment) under or pursuant to this Agreement which it cannot perfonn due solely to one or more Event of Iorce Majeure or its or their effects or by any combination thereof, and the periods allowed for the perfomance by tbe Parties of such obligation(s) shall be extended on a Day-for-Day basis for so long as one or more Event ofForce Majeure conthues to affect materially and adversely the performance of such Party of suclr obligation(s) under or pursuant to this A$eement; provided, however, that no relief shall be granted to the Party claiming an Event of Force Majeure pursuant to this Clause ll.6 to the extent that such failure or delay would have nevertheless; been experienced by that Party had such Event ofForce Majeure not occurred.
The Tenn shall be extended for a period equal to the duration ofany Eyent ofForce Majeure.
12. t2.l TERMINATION Generator Events of Defautt 12.1.1 Subject to Clause 12.1.2, each of the following events shall be an event of default by the Generator (each, a "Generator Event of Default"), which, if not remedied within the time pennittod (if any), shall give rise to a right on the part of the Govemment to terminate this Agreement pursuant to Clause 12.3: (a) except for the assignrnent or tnnsfer or Change in Control in accordance with Clause 9 the assignment or transfer of the Generator's righs or obligations in this Agreement or interest in the Plant to any person or any Change ofControl of the Generator unless: (D (ii) the prior consent ofthe Government has been given; or the Generator's rights or obligations in this Ageenrent or interest in the Plant have been re-assigned or re-transferred to the Generator or the Change of Conhol ofthe Generator is reversed within 60 days ofnotice from the Govemment to achieve the sarne; (b) Generator having been wound up, been placed into receivership, had a liquidator appointed to it or been struck off the register ofcompanies held by the Registrar of Companies; 20 (c) (d) (e) (f) (g) (h) the Generator's filing ofa winding-up petition in respect ofitself; the filing ofa winding up petition against the Generator as debtor that could materially impact upon the Generator's ability to perform its obligations under tlre Power Purchase Agreement provided, however, that the Generator does not obtain a stay or dismissal ofthe filing within [60] days after the date ofnotice from the Ofltaker to the Generator and (ifapplicable) the Lenders' representative as provided for in the Direct Agreement; the Generator's failure to make any payment required to be made by it under this Agreement within [30] days ofthe date (after the date on which that payment is due) on which the Govemment notifies the Generator of the failure; aly material breach by the Generator of this Agreemenl in each case that is not remedied where the breach is remediable widrin [60] days after receipt ofnotice fiom the Govemment identiffing the breach in question in reasonable detail, and demanding remedy thereof.
This [60] day period shall be extended for any such breach that can be remedied only in more than [60] days and the Generator may have such additional time to remedy that breach as the Govemment reasonably estimates may be necessary if, prior to the end ofthe [60] day period, the Generator provides evidence to the Government's reasonable satisfaction that it has commenced and is diligently pursuing a remedy and that more than [60] days will be required in order to effect such remedy and provides a good-faith estimate ofwhen the breach will be remedied; any representation or wananty made by the Generator in this Agreement proving to have been false or misleading in any material respect when made or ceasing to remain true during the Temr ifsuch cessation results in a material adverse impact on the Govemment; or tenaination by the Offtaker of the Power Purclrase Agreement as a consequence of the Generator's default under the Power Purchase Agreement.
12.1.2 No such event referred to in Clause 12.1.1 shall become a Generator Event of Default if it substantially results from: (a) (b) (c) a breach by the Govemment ofthis Agreement; an Offtaker Event of Default as described under the Power Purchase Agreement; or the occurrence ofa Events ofForce Majeure or Political Force Majeure where the Generator has complied with Clause I L3 (but oniy to the extent that Event of Force Majeure or Political Force Majeure affects the ability ofthe Generator to perform its obligations under this Agreement).
12.7 Government Events of Default 12.2.1 Subject to Clause 12.2.2, each of the following events shall be ar evetrt of default by the Government (each, a "the Govemment Event of Default"), which if not remedied within the time period permitted (ifany), shall give rise to the right ofthe Generator to terminate this Agreement pursuant to Clause 12.3: (a) the Covemment's failure to make any payment required to be made by it under this Agreement or under any of the Project Agreements within [30] days ofthe date (after the date on which that payment is due) on which the Generator notifies the Govenrment ofthe failure.
2l (b) (c) (d) any material breach by the Government of this Agreement that is not remedied where the breach is remediable within [60] days after receipt ofnotice from the Generator identifuing the breach in question in reasonable detail, and demanding remedy thereof.
This [60] day period shall be extended for any such default that can be remedied only in more than [60] days and the Government may have such additional time to remedy that breach as the Generator reasonably estimates may be necessary if, prior to the end ofthe [60] day period, the Government provides evidence to the Generator's reasonable satisfaction that it has commenced and is diligently pursuing a remedy and that more than [60] days will be required in order to effect such remedy and provides a good-faith estimate ofwhen the breach will be remedied; any representation or warranty made by the Govemment in this Agreement proving to have been false or misleading in any material respect when made or ceasing to remain true during the Term ifsuch cessation results in a material adverse impact on the Generator; the expropriation, management takeover, compulsory acquisition, requisition or nationalisation by any Govemnrent Instrumentality of (D any shares in the Generator or any Shareholder if the result would be for such Govemment lnstrumentality to acquire ownership or control of a majority ofthe shares in tlre Generator or any Shareholder or the right to control or direct the composition or decisions of the board of directors or the management ofthe Generator; or (iD any material asset or right of the Generator relating to the Project or of any asset or right without which the Generator will be unable to comply with its obligations under the Power Purchase Agreement; (e) where, at any time, as a result ofany Change in Law: (i) (ii) (iii) (iv) the making, or receipt by the Generator, ofany payment in the currency and in the manner contemplated by the Generator under any Project Agreement or Financing Agrcement becomes illegal, invalid, void, materially restricted or unenforceable under the Law or any Govemment Autlrorisations; the distribution of profits of the Generator to any Shareholder becomes illegal, invalid or materially restricted; the performance ofany obligation by sny party to a Project Agreement or
 Financing Agreement becomes illegal, invalid, void, materially restricted or unenforceable under the Laws or Govemment Authorisations or any Project Agreement or Financing Document becomes illegal, invalid, void, materially restricted or unenforceable under the Law or any Govemment Authorisations; the enforcement of rights of the Generator, any Shareholder or the Lenders in connection with the Project against assets of the Offtaker or the Government (or, in the case of the Lenders, the Generator) situat€d in Makari Gbanti Chiefdom, Bombat District, Northem Province, Sierra Leone or the other sites where any of the off-Grid Plants are located, becomes illegal, invalid, void, materially restricted or unenforceable under the Law or any Government Authorisations; or 22 (0 (v) if: (i) (iD the settling of Disputes by an arbitrator becomes illegal or materially restricted under the Laws or any Government Authorisations; any Covernmentat Approval, is not granted upon application haying been duly made pursuant to Clause 5.1; any Governmental Approval, ceases to remain in fulI force and effect or, if granted for a limited period, is not renewed upon application having been duly made pursuant to Clause 5.1 or is renewed upon terms and conditions which result in the inability of the Generator, the Lenders, the Shareholder or the Contractors ("Releyant Applicant") to exercise their rights or perform their obligations under this Agreement, any Project Agreement or Financing Documents, unless such refusal to grant or the revocation or amendment of such Govemmental Approval is due to: (iii) the default or neglect of the Relevant Applicant; or (iv) a failure by the Relevant Applicant to abide by: (A) any rules or requirements for the application for, or the renewal of, the Govemmental Approval; or (B) without limiting Clause 12.2.1(e), any applicable Law; which, in each case, legally entitles the issuing authority to not issue, revoke, or make the relevant amendment in the terms
 and conditions of the Govemmental Approval; or (e) termination by the Generator of the Power Purchase Agreement as a consequence ofa Offtaker Event ofDefault under the Power Purchase Agre€ment.
12.2.2 No such event referred to in Clause 12.2.1 shall become a the Govemment Event of Default if it substantially results from: (a) (b) a breach by the Generator of this Agreement or the Power Purchase Agreement; or the occurrence of a Event of Force Majeure where the Govemment has complied with Clause I 1.3 (but only to the extent that the Event ofForce Majeure affecc the ability ofthe Covernment to perform its obligations under this A$eement).
l7-3 Termination Due to Event of D€fault 12.3.1 Upon the occurrence of an Event of Default which has not been remedied within the applicable remedy period, the non-defaulting Party shall have the right to declare a date, which shall be between [30] and [45] days after the notice thereof to the defaulting Party, upon which this Agreement shall terminate.

If the Govemment is the non- defaulting Party, it shall (if applicable) copy its termination notice to the Lenders' representative.
Neither Party shall have the right to terminate this Agreement except as provided for upon the occurrence ofan Event of Default as described in this Clause 12 or as otherwise may be explicitly provided for in this Agreement.
23 12.3.2 Where the Generator or dre Govemment is prevented from complying with its obligations or exercising its rights under this Agreement as a result of one or more Event of Force Majeure or its or their effects or by any combination thereof for a continuous period of [365] days, then either Party shall have the right to tenninate this Agreement by notice to the other, effective imnediately.
In case of occurrence of an Event of Political Force Majeure such right to terminate shall vest only with the Generator.

12.4 Other Remedies 12.4.1 The exercise of dre right of a Party to terminate this Agreement does not preclude such Party from exercising other remedies that are available to such Party under this Agreement or, subject to this Agreement, otherwise available at law.
12.4.2 Remedies available to a Party under this Agreement or at law are cumulative, save where this Agreement otherwise provides an exhaustive remedy, penalty or right in respect of a particular breach, and the exercise of, or failure to exercise, one or more of them by a Party shall not limit or preclude the exercise of, or constitute a waiver oq the simultaneous or later exercise of other remedies by such Party.
12.4.3 ln addition to the other remedies specified in this Clause 12, in the event that any Event of Default is not remedied within the applicable remedy period set forth in this Agreement, the non-defaulting Party may elect to treat this Ageement as being in full force and effect and shall have the right to seek specific performance of this Agreement by the defaulting Party in accordance with Clause 14.2.
12.5 Double Jeopardv 12.5.1 Where: (a) (b) (c) a final, non-appealable award or order has been issued by an expert or arbitrator il a proceeding initiated by the Offtaker, based upon a claim for breach by the Generator ofany ofits obligations under the Power Purchase Agreement; the Olftaker settles any dispute with the Generator related to, or waives in writiag any breach by the Generator of, any of its obligations under the Power Purchase Agreement; or tbe Offtaker is pursuing a claim against the Generator based upon an alleged breach by the Generator of its obligations under the Power Purchase Agreement, the Govemment shall be precluded from pursuing, or, in the case of Clauses 12.5.1(a) and 12.5.1(b), ever pursuing thereafter, any claim it would otherwise have against the Generator based on the same facts and acts or omissions by the Generator, for breach of substantially the same (or related) obligations which the Generator owed the Govemment under this Agreement.
- 12.5.2 Clause 12.5.1(a) shall not prevent the Govemment from separately proceeding to terminate this Agreement pursuant to Clause 12.3.

12.5.3 In the event that the Government pursues a claim in non-compliance with Clause 12.5.1, the Govemment shall reimburse the Generator for the reasonable costs and expenses th at dle Generaior incurs in defending the claim so pursued by the Government.
12.6 Dutv to Mitisate 24 Each Party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimise any cost, expense, damage or loss it may incur as a result of the otlrer Party's performance or non-performance ofthis Agreement.

I3.
I3.

DISPUTE RESOLUTION 13.1 Nesotiation l3.l.l The Parties hereto agree to attempt to resolve any dispute, controversy, difference or claim ("Dispute") between them in connection with this Agreement promptly, equitably and in a good faith manner.
To this end, each ofthe Parties shall designate in writing to the other Party from time to time a representative who shall be authorized to resolve by an agreement between them any Dispute itr connection with this Agreement and, unless otherwise expressly provided herein, to exercise the authority of such Party to reach such an agreement, 13.1.2 If any Dispute is not resolved between the Parties pursuant to this Clause l3.l within thfuty (30) Days from the date on which one Party receives written notification from the other Party that a Dispute exists in comection with this Agreemetrt, then such Dispute shall be settled exclusively and finally by arbitration in accordance with Clause 13.2.
13.2 Recommendation by Expert 13.2.1 Any Dispute subject to this Clause 13.2 shall be refened to an expert for a recommendation in accordance with the following provisions: 13.2.2 The expert shall have demonskated expertise in the area to which such Dispute relates and shall not be an agent, employee, or contractor or a former agent, employee, or contractor of either Party (the "Expert").
t3.7.3 The Party initiating submission of the Dispute to the Expert shall provide the other Party with a notice stating that it is submitting the Dispute to an expert and nominating the person it proposes to be the Expert.

The other Party shall, within fifteen (15) Days of receiving such notice, notiry the iniliating Party whether such person is acceptable.
If the Party receiving such notice fails to respond or notifies the initiating Party that the person is not acceptable, the Parties shall meet and discuss in good faith for a period of fifteen (15) Days to agree upon a person to be the Expert.
Ifihe Parties fail to meet or are unable to agree at the end ofsuch fifteen (15) Day period, either Party may request the Intemational Chamber of Commerce to nominate the expert, and such person so nominated shall be the Expert for the purpose ofresolving the Dispute.
13.2.4 Consideration of the Dispute by an expert shall be ioitiated by the Party seeking consideration ofthe Dispute by the Expert submittirg within ten (10) Business Days of the appointment of the Expert to both the Expert and the other Party written materials setting forth: (a) (b) (c) its description of the Dispute in reasonable detail; a statement ofthe initiating Party's position; and copies ofrecords supporting the initiating Party's position 13.2.5 Within ten (10) Business Days of the date that a Party has submitted the materials described in the preceding sentence, the other Party may submit to the Expert and to the initiating Party: (a) its description ofthe Dispute in reasonable detail; 25 O) (c) a statement oftbe responding Partyrs position; and copies ofany records supporting the responding Party's position.
l3-2.6 In addition to the material provided to the expert by the initiating Party, the Expert shatl consider any such infoflnation submitted by any responding Party within such ten (10) Business Day period and, ifl the Experfs discretion, any additional information submifted by either Party to the Expert (with a copy to the other Party) at a later date.
13.2.7 Each Party shall designate one person knowledgeable about the issues in dispute who shall be avaitable to the Expert to answer questions and provide any additional information requested by the Expert.

Except for such person, a Party shall not be required to, but may, provide oral statements or presentations to the Expert or make any particular individuals available to the expert.
13.2.8 Except as provided in Clause 14.2 of this Agreement with r€spect to the payment of costs, the proceedings under this Clause 14.2 shall be without prejudice to either Party and any evidence given or statements made in the course of this process may not be used against a Party in any other proceedings, includhg an arbitration proceeding under Clause 13.3 of this Agreement.
The process under this Clause 13.2 shall not be regarded as an arbitration, and the laws relating to commercial arbitration shall not apply.

13.2.9 When consideration of the Dispute by an expert is initiated, the expert shall be requested to provide a recommendation within fifteen (15) Business Days after the expiry of the ten (10) Business Day response period provided in Clause 14.2.4.
If the Expert's recommendation is given within such fifteen (15) Business Day period, or if the Expert's recommendation is given at a later time and no Party has at such time initiated any other proceeding conceming the Dispute, the Parties shall review and discuss the recommendation with each other in good faith for a period often (10) Days following delivery of the recommendation before proceeding with any other actions.
13.2.10The costs of engaging an expert shall be borDe equally by the Parties, and each Party shall bear its own costs in preparing materials for, and making presentations to, the Expert.
13.3 Arbitration 13.3.1 It is specifically understood and agreed that any Dispute in connection with this Agreernent that has not been resolved between the Parties pursuant to Clause 14.1 or 14.2 hereof may be submitted to arbitration irrespective of the amount in Dispute or whether such Dispute would otherwise be considered justiciable or ripe for resolution by any court.
This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in such arbitration proceeding, which award, if appropriate, shall determine whether and when any termination shall become effective.

13.3.2 Each arbitration betwe€n the Parties shall be held and finally settled in the City of London and shall be conducted pursuant to the Rules of Arbitration of the Intemational Chamber of Commerce ("ICC Rules") in force when the arbihation commences.
13.3.3 The arbitmtion shall be conducted before an arbitral tribunal (the "Tribunal") composed of thrce (3) arbitrators.
Each Party shall nominate an arbitrator, and the two Party-appointed arbitrators shall jointly nominate the third (who shall be the chairperson) wiftin thirty (30) Days after the confirmation of the second arbihator, failing which the chairman shall be appointed by the Secretary General of the ICC t6 Intemational Court of fubitration (the "ICC") t3.3.4 Any arbitration commenced hereunder shall be completed within two hundred forty (240) Days of the appointment of the Tribunal absent agreement of the Parties to such arbitration.
The Parties shall be entitled to discovery of documents only upon a finding of good cause by the Tribunal.

All direct testimony shall be offered by way of affidavit.

The Party submitting an affidavit shall make the affiant available for cross- examination before the Tribunal.

The Parties waive any claim to any damages in the nature ofpunitive, exemplary or statutory damages in excess of compensatory damages, and the Tribunal is specifically divested of any power to award such damages.
The award of the Tribunal shall be final and binding on the Parties (i.e.

not subject to appeal), and the Parties agree that an arbitration award may be entered in any court having jurisdiction thereof.

The Tribunal shall have the right and authority to grant injunctive, declaratory and other equitable relief.
13.3.5 Only Persons who are engineers, attomeys, financial advisors, formerjudges, managers, executives and other professionals with technical or legal experience related to the design, construction, financing, ownership, operation and,/or maintenance of power generation shall be appointed as arbitrators.
No arbihator shall be a present employee or agent of, or consultant or counsel to, either Party or any Affiliate of either Party or a national of a state with which the domicile of any Party does not maintain diplomatic relations.

t3.3.6 The arbitration shall be conducted in the English language and all documents submitted in connection with such proceeding shall be in the English language or, if in another language, accompanied by a certified English translation.
13.3.7 The Parties shall each pay one-half of any advance on costs set by the ICC.

The Tribunal sball be entitled to allocate the costs of arbitration between the Parties, which costs shall be borne by each Party as determined in any arbitral award or awards by the Tribunal.

13.4 ContinuedPerformance Pending resolution of a Dispute subject to Arbihation all parties will in good faith continue to perform their obligations under this Agreement.
14, MISCELLANEOUSPROVISIONS 14.l Exp€nses of the Parties Each Party shall bear all costs and expenses, including all fees and expenses of agents, representatives, counsel and accountants employed by the Parties, incurred by it in connection with entering into this Agreernenl and the other Party shall have no liability in respect thereof.
14.2 Right to Specific Performance In the event either Party fails to perfomr its obligations under this Agreement, the other Party shall have the right to require specific performance ofthe obligation not performed.

14.3 FurtherAssurances If it shall be necessary and proper after the execution of this Agreement to execute any additional documents or take further action to carry out the intent ofthis Agreement, the Parties agree to take such action.
14.4 Governine Law 27 This Agreernent shall in all respects be govemed by and conskued in accordance with the Laws of England and Wales.
14.5 Entire Agreement This Agreernent, together with the other Project Agreements and the Financing Documents, is intended by the Parties to be the final expression of their agreement with respect to the incentives and assistance to be provided by the Government in relation to the Project and is intended also to be a complete and exhaustive statement of their agreement with respect to the subject matter contained herein.
As such, the terms and provisions contained in this Agreement supersede all previous communications, representations or agreements, oral or written, between the Parties with respect to the sale ofelectric capacity and energy from the Plant.
14.6 Amendments This Agreement can be amended only by written agreement among the Parties t4.7 Waiver 14.7.1 No waiver by either Party ofany default by the other Party in the performance ofany of the provisions of this Agreement: (a) (b) shall operate or be construed as a waiver of any other or further default or defaults whether ofa like or different character; or shall be effective unless in writing duly executed by a duly authorized representative of such Party.
14.7.2 Neither the failure by a Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement nor time or other indulgence granted by one Party to the other shall act as a waiver of such breach nor as an acceptance of any variation, or as the relinquishment of any such right or any other right under this Agreenent.
14.8 Confidentialitv 14.8.1 Each Party and its employees, contractors, consultants and ag€nts shall use its reasonable endeavours to keep confidential the contents of this Agreement and any documents or other form of infonnation provided under it, including electronic communications, marked as confidential by or on behalf of the Party providhg it.
14.8.2 Each Party shall use its reasonable endeavours to ensure that all information obtained by it under this Agreement shall only be made available to and used by its employees or staff having a need for such information in order to permit the Party to perform its obligations and exercise its rights under this Agreement and, except as may be required by any Law or Govemment Instrumentality other than the Govemment, shall not publislr or otherwise disclose the same to third parties.
14.8.3 Either Party shall be entitled to disclose the terms and conditions of this Agreement and any data acquired by it under or pursuant to this A$e€ment without the prior consent of the other Party if such disclosure is made in good faith: (a) (b) in the case ofthe Generator, to any Affiliate ofsuch Party upon obtaining from such Afliliate an undertaking ofconfidentiality equivalent to that contained in Clauses 14.8.1 and 14.8.2; to any outside professional consultants or advisers engaged by or on behalf of 28 such Party and acting in that capacity upon obtaining fronl such consultants or advisers an undertaking of confidentiality equivalent to that contained in Clauses t4.8.1 znd 14.8.7; to the Lenders, any security agent or trustee, any bank or other financial institution and its advisers from which such Party is seeking or obtaining finance upon obtaining from the Lenders, any security agent or trustee, such bank or other institution and its advisers an undertaking or confidentiality equivalent to that contained in Clauses 14.8.1 and 14.8.2; to the extent required by a Govemmental Approval or binding requirement of a Government Instrumentality or the rules ofa recognised stock exchange; to the extent required by law or pursuant to any order ofany court of competent jurisdiction; to directors, employees and officers, as relevant, ofsuch Pargr, (c) (d) (e) (f) and is reasonably necessary to enable such Party to perform this Agreement or to protect or enforce its rights under this Agreement.
14.8.4 Clauses 14.8.1 and 14.8.2 shall not apply to: (a) (b) (c) (d) any information in the public domain otherwise than by a breach ofClauses 14.8.1 or 14.8.2 by the same Party; information in the possession ofa Party before divulgence that was not obtained under an obligation of confidentiality; information obtained fiom a third party that was fiee to divulge such information to other third parties and that was not obtained by either Party under an obligation of confidentiality; or information contained in a document that has been reviewed and cleared for public disclosure by the Party claimiag confidentiality in the infonnation.
14.8.5 Neither Party shall issue or cause the publication of any press release or other public announcement in relation to the Plant or this Agreement without the prior approval of the other Party.

14.8.6 This Clause 14.8 shall survive for a period of [5] years from the date of termination of this Agreement.

14.9 Counterparts This Agreement may be executed in any mrmber ofcounterparts, all executed counterparts shall be considered one and the same Agreement and each ofthem shall be deemed an original.
14.10 Severabilify 14.l0.l Subject to Clause 14.10.2, if any provision ofthis Agreement is held by a court or other authority of competent jurisdiction to be illegal, invalid, void, unenforceable or against the public interest, the rest of this Agreement will remain in full force and effect and will in no way be adversely affected.
14.10.2 Severance will not be pennitted under Clause l4.l0.l where severance of such provision would render the performance of a Party's material obligations impracticable 29 or impossible 14.10.3 The Parties will negotiate in good faith with a view to agreeing one or more provisions which may be substituted for any provision held to be illegal, invalid, void, unenforceable or against the public interest, which substitute provisions are satisfactory to all relevant Govemment Instrumentality and produce as nearly as is practicable in all the circumstances the appropriate balance ofthe commercial interests of the Parties.
l4.l I R€lationshiD ofthe Parties l4.ll.lThis Agreement shall not te inlerpreted or construed to create an association, joint venture, or partnersbip between the Parties or to impose any partnership obligation or liability upon either Party.

l4.1l.2Neither Party shall have any right, power, or authority to enter into any agreement or undertaking for, to act on behalf of, to act as or be an agent or representative of, or to otherwise bind, the other Party.
14.11.3 The Generator shall be solely liable for the payment ofall wages, taxes, and other costs related to the employment of persons to perform its obligations under this Agreement, including all local and national income, social security, payroll, and employment taxes and statutorily mandated workers' compensation coverage.
None of the persons employed by the Generator shall be considered employees of the Government for any that he or she is or shall purpose; nor shall the Generator represent to atry p€rson become an employee of the Govemment.
14.12 No Third Parties Other than as specified in Clause 10, this Agrcement is intended solely for the benefit of the Parties and nothing in this Agreement shall be construed io create any duty to, standard of care with reference to, or any liability to, or confer any right of suit or action on any person not a Party.

14.13 Lansuaee This Agreement shall be executed in English language only and such version shall be the definitive version of this Agreement.
14.14 Notices 14. l4.l All notices or other communications to be given or made under this Agreement shall be in English and in writing, shall be addressed for the attention of the persons indicated below and shall be delivered personally or sent by courier or facsimile.
The addresses ofthe Parties and their respective facsimile nurnbers shall be: If to the Govemment: Permanent Secretary Ministry of Energy Stronge Tower, Pademba Road, Freetown If to the Generator: Planet Solar Energy (SL) Limited 2102, Vision Tower, Business Bay, Dubai, UAE 30 Attention: Director CC: The Board of Directors l4.l4.zBxcept as otherwise expressly provided in this Agreement, all notices shall be deemed to be delivered: (a) when the notice is delivered by hand or by ovemight courier; or (b) (c) ifreceived during business hours on a Business Day for the receiving Party, when the notice is transmitted by facsimile to the receiving Party's facsimile number; and ifreceived after busiuess hours or on a day that is not a Business Day for the receiving Party, on the receiving Party's first Business Day following the date the notice is transmitted by facsimile to the receiving Party's facsimile number.
Any notice given by facsimile shall be confirmed in writing, delivered by hand or sent by courier, but the failure to so confirm shall not void or invalidate the original notice if it is in fact received by the Party to which it is addressed.

14.14.3 Any Party may by notice change the addresses, addressees and/or facsimile number to which such notices and communications to it are to be delivered or mailed.
IN WITNESS whereofthis Agreement has been exeeuted by the Parties hereto and is intended to be and is hereby delivered on the day and year fust above written.

FOR AND ON BEHALF O]] GOVDRNMENT By: +-'P r,rame: \oHoLrJ L' \q(r(.6'8o rilel: fltll$Za sf Ptrtr(G rE(r,prlt re D9)' for and on behalf ofthe Ministry of Finance and Economic Development In the presence ofi A^r^ ->.T'.rl** WJ By: ri,r", Pri h.d f "!- br?
"9 fi'nr,,, q of S e c r'+firry 3l THE MINISTRY OF ENERGY I By: Name: O Vlryc^n ".,s-.., Tite: Uvzt 61161--5^_ g 6. for and on behalf of the Ministry of Energy ln lhe presence of: ,r, fubuuul- r'r",n"' !igl,.atc.

)t {,ov.ade.- De9*\ secre)""3 FOR THE GENERATOR By: WE Name: Bhod-vt horr,}q Title: 'fb\ea@ In the presence ot ffi {6tt h By: Name: JI €t