Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698080388989.pdf (Sierra Leone)
Aco 7T( POWER PUBCHASE AGREEMENT by and between THE GOVERNMENT OF THE REPUBLIC OF SIERBA LEONE (ACTING BY THE MINISTRY OF FINANCE AND ECONOMIC DEVELOPMENT AND BY THE MINISTRY OF ENEFGY) THE ELECTRICITY DISTRIBUTION AND SUPPLY AUTHORITY OF SIERBA LEONE and and SOLAB ERA HOLDINGS ielating to lhe 5MW Solar Energy Generation in Bo District, Southern Province, Sierra Leone Dated 8rh May 2015 RLIAMEN T I.'BR,i.

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Lega101f"13705,103v3o[rJG 1 I ....2 ..'10 .. 1'l THE .. 13 .. 15 .. 16 ..'16 ..17 .. 18 .. t8 ..22 ..23 ..23 -.24 ..25 ..25 ..27 .. 30 .. 31 .. 35 .. 36 ..37 ..40 48 52 53 .... 56 57 '1 't0 11 12 13 14 ID 16 't7 Table of Contents ARTICLE 't- DEFINITIONS, RULES OF INTERPRETATION ARTIqLE SCOPE OF AGREEMENT; TERM...................

ARTICLE 3- ARTICLE 4 PLANT...


ARTICLE ARTICLE ARTICLE ARTICLE ARTICLE 5- 6- 7- 8- o- ARTICLE 10 ARTICLE 't1 ARTICLE 12 ARTICLE 13 ARTICLE 14 IMPLEMENTATION OF THE PROJECT............. .

ENGINEERING, PROCUREMENT ANO CONSTRUCTION OF ...,'......'........,..'...... START.UP AND COMMERCIAL OPERATION .............

IMPLEMENTATION OF THE EXPANSION WORKS.,.......,...............

OPERATION AND MAINTENANCE OF THE PLANT....-.. SALE ANO PURCHASE OF ELECTRICITY........

BILLING AND PAYMENT..,...,,.,..


- METERING.,...,.

- tNTERCONNECTtON..................... .

COVENANTS .,,, - MONITORING, RECOROS.

REPORTS AND AUDIT ...................... .

INSURANCES.,, ARTICLE 15 ARTICLE '16 - rNDEMNtFtCAT|ON........................... .

INOEMNIFICATION PROCEDURES.

ARTICLE 17 ARTICLE 18 ARTICLE 19 ARTICLE 20 ARTICLE 21 - FORCE MAJEURE..,,...,..,.

- TNCREASED COSTS ................. - TERMINATION,, .

REPRESENTATIONS AND WARRANTIES OF THE COMPANY... .


REPRESENTATIONS AND WARRANTIES OF THE OFFTAKER.. .

DISPUTE RESOLUTION.,....

22 ARTICLE ARTICLE 23 .

MISCELLANEOUS., APPENDIX A PLANT DESCRIPTION, DESIGN CONDITIONS AND TECHNICAL DATA APPENDIX B PROJECT IMPLEMENTATION SCHEDULE APPENDIX C CALCULATION OF PAYMENT APPENDIX D CONDITIONS PRECEDENT TO CLOSING DATE APPENDIX E METERING APPENDIX F COMMISSIONING AND TESTING LesaOllL43705403v30(TJG1 I Z [!9l1]oc^co19ozerfl !oP6€-] :saro[od pue sJre]]e sl!
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tNst/\lllu5)v 3svHcund afi od b) (e) e) (l) (o) (z) (r) "Agreement' means this Power Purchase Agreemenl, and all Exhibits, Schedules, Appendices, Attachments, Parts and Annexes hereto, as the same may be amended from time to time in accordance with the terms and conditions hereof.
"Back-Up Metering System" means all meters, melering devices and related instruments installed, owned and maintained by the Offtaker and used for back-up purposes in relation to measuring and recording the delivery and receipt of Net Electrical Energy at the Delivery Point in accordance with the provisions of Appendix H (Meteting).
"Billing Period" means (a) either: (i) (iD the period from the Day thal the Plant achieves Commercial Operation Date; or subject to the provisions of Section 8.2 (Delay in Achieving the commercial Operation Date) where an Event of Political Force Majeure occurs before, and delays, the Commercial Operation Date and results in a Deemed Net Electrical Energy Payment being payable, the period from the Day that the Event of Political Force Majeure first occurs, (b) (c) until the last Day of that calendar month; each successive period of one calendar month thereafter; or the period from the first Day of the last month of lhe Term to the last Day of the Term, or, if this Agreement is terminated earlier in accordance with the terms hereof, from the first Day of the month in which this Agreement is terminated until the Day of termination.
"Business Oay" 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 authorised or required by law or other governmental action to be closed.
"Change in Law" means any of the following events occurring after the Effective Oate as a result of any action by any Governmental lnstrumentality of Sierra Leone: (i) a change in or repeal of an existing Legal Requirement, (ii) an enactment or making of any new Legal Requirement, and (iii) a change in the manner in which a Legal Requirement is applied or in the application or interpretation thereoi "Change of Control" means, in relation to a person, company or entity, a change of the person, company or entity, that possesses, direclly or indirectly, the power to direct or cause the direction of the management or the policies of that person, company or entity, whether through ownership, by conlract or otherwise.
"Claims" means with respect lo any Person, any and all suits, sanctions, legal proceedings, claims, assessments, judgments, damages, penalties, fines, liabilities, demands, reasonable out-of-pocket expenses of whalever kind (including reasonable attorneys'fees and expenses) and losses incurred or sustained by or againsl such Person bul excluding any lost profits or other special, incidental, indirect, punitive or consequential damages suffered by such Person.
"Closing Date" means the date on which the Offtaker and the Company jointly certify that all the conditions set forth in Appendix D (Conditions Precedent to Closing Date) have been fulfllled or waived in accordante with Section 2.3 hereof.

LegalOl f437054o3v3o[tJG 1] 3 "Commercial Operation Date" means the Day following the date on which the Plant has successfully completed its Reliability Testing, as jointly certiried by the Offtaker and the Company.
"company Event of Defauli' has the meaning set forth in Section 19.1 "Company Parties" has the meaning set forth in Section 15.2 hereof "Confidential lnformation" has the meaning set forth in Section 23.13 hereof "Contract' means any agreement, lease, license, evidence of indebtedness, indenture or olher contract (including any design, construction, equipment or other warranty or guarantee under any of the foregoing).
"Contract Year" means (i) initially the period commencing on the Commercial Operation Date consisting of twelve (12) consecutive months (such period being "Contract Yea|l") and (ii) thereafrer each successive period consisting of twelve (12) consecutive months, provided that the final Contract Year shall end on the last Day of the Term.
"Contractors" means the EPC Contractor and the O&M Contractor and any other contractors engaged by the Company 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, the Plant.

"Cure Period" has the meaning specified in Section '19.4(b).
"Day" means the 24-hour period beginning and ending at 00:00 midnight Sierra Leone time "Oeemed Net Electrical Energy" shall be the deemed output of the Plant calculated in accordance Appendix C (Calculauon of Payment).

"Deemed Net Electrical Energy Payment" has the meaning specified in Appendix C (Calculation.of Payment).

"Delivery Point'the physical point(s) where the Project and the Transmission System are connected as specilied in Appendix A (Plant Description, Oesign Conditions and Technical Oata).
"Despatch" or "Despatch lnstructions" the right of the Offtaker lo issue instructions in accordance with Good Utility Practices, and this Agreement to schedule and control the generation of the Plant in order to commence, increase, decrease or cease the Net Electrical Energy delivered to lhe Transmission System.

"Direct Agreement" has the meaning given to it in the lmplementation Agreement "Dispute" has the meaning set forth in Section 22.1(a) hereof.
"Dollars" or "$" means lhe lawful currency of the United States of America "Due Date" means, with respect to an invoice submitted by the Company pursuant to Section 9.1, the date that is 30 Oays afler the date that the invoice was submitted by the Company, "Effective Date" means the date the Agreement is entered into by the Parties.
"Environmental Law" means any applicable national, municipal or other Legal Requirement governing or relating to (i) the environment, (ii) releases or threatened releases of Hazardous Materials including, investigations, monitoring and abatement of such releases, and (iii) the LegaO1f,a370sao3€ofruG I I 4 manufacture, handling, transport, use, trealrnent, storage or disposal of Hazardous Materials or materials containing Hazardous Materials.
"EPC Contracf'means the engineering, procurement and construction contract to be entered into on or before the Closing Date between the Company and the EPC Contractor for the engineering, design, manufacture, supply, procurement, transportation, erection, conslruction, installation, testing, commissioning and wananty of the Plant and the Delivery Point.
"EPC Contracto/' means such conlractor that is employed from time to time by the Company, for lhe engineering, design, manufacture, supply, procurement, transportation, erection, construction, testing, commissioning and warranty of the Plant and the Delivery Point.
"Equity" means, the capital of the Company attributable to its shareholders in respect of their investment in the Company (including indebtedness for money borrowed by the Company ftom a shareholder of the Company or any Affiliate of a shareholder of the Company which by its terms is subordinated to any indebtedness for borrowed money incurred by the Company under any Financing Oocument).

"Escrow Account" has the meaning given to that term in the lmplementation Agreement.
"Escrow Letter" has the meaning given to that term in the lmplementation Agreement.

"Event of Natural Force Majeure" has the meaning set forth in Section 17.3.

"Event of Force Majeure" has the meaning set forth in Section 17.'1.

"Event of Political Force Maleure" has the meaning set forth in Section 17.3 "Expansion Event" means tbe formal entry by Sierra Leone into the West African Power Pool or a similar material increase in demand in Sierra Leone for energy output.
"Expansion Notice" means a written notice from the Company to the Oftaker informing the Offtaker that the Company wishes to carry out Expansion Works.

"Expansion Works" means the works required to procure extra MW capacity at the Plant as requested by the Offiaker.. "Expert" means an expert engineer appointed to resolve technical disputes in accordance with the process set out in Section 23.2 (Recommendation by Expert).
"Financial close" means the date on which the Financing Parties confirm that all the conditions precedent to the first drawdown under lhe Financing Documents have been satisfied or waived.

"Final Determination" has the meaning set forth in Section 16.1 hereof.
"Financing Documents" The loan agreements, notes, indentures, security agreemenls, interest rate hedging agreements, guarantees, and other documents entered or to be entered into (and as amended from time to time) relating to the construction and/or permanent flnancing (including financing of working capital requirements and refinancing and provision of letters of credit for construction and/or permanent financing) of the Plant or any part thereof.
"Financing Party" means any Person or Persons providing commercial debt, export credit agency-backed debt, bond Dr capital market financing or relinancing under the Financing Documents to the Company, and their permitted successors and assigns, including any agent or trustee for such Person or Persons but excluding any shareholder of the Company or Afliliate of a shareholder of the Company with respect to indebtedness constituting Equity.
Legal01 1437054o3v30lTJG I I "Good Utility Practice" means, at a particular time, those practices, methods and acts as are in accordance with good standards of prudence applicable to the international electricity generation industry which would have been expected to accomplish the desired result at the lowest reasonable life-time cost consistent with reliability, safety and expedition.

"Offtaker Event of Default" has the meaning specified in Section '19.2.
"Offtaker Parties" has the meaning set forth in Section 15.1 hereof "Govemmental Authorisations" means all authorisations, consents, decrees, permits, waivers, privileges, approvals from and filings with all Governmental lnstrumentalities necessary for the realisation and operation of the Project in accordance with the Project Agreements.

"Government Default' means a material breach by the Government of any provision of the lmplemenlation Agreement.
"Governmental lnstrumentality" means the government of Sierra Leone, or any ministry, department or political subdivision thereol and any Person under the direct or indirect control of any such govemment exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to govemment or any olher govemmenlal entity, instrumentality, agency, authority, corporation, committee or commission, or any independent regulatory authority, in each case within Siena Leone, and any successor to or any assignee of any of the foregoing.
"Hazardous Materials" Any pollutant, contaminant, solid waste, hydrocarbon product, toxic or hazardous substance or waste, any flammable, explosive, or radioactive material regulated under, or subiect to, any Environmental Laws.
"lCC" has the meaning set forth in Section 22.3(c) hereof "lCC Rules" has the meaning set forth in Section 22.3(b) hereof "lmplementation Agreement" means the implementation agreement to be entered into between the Government of Sierra Leone, represented by the Ministry of Finance and Economic Oevelopment, the Ministry of Energy and the Company as a condilion precedent to the Closing Oate.
"lmplementation Schedule" means the schedule for implementation of the Project set forth in Appendix B (Proiect lmplementation Schedule), as amended from time to time in accordance with the terms hereof.
"lncreased Cost" means any cost or expense relating to the Project resulting from, or otherwise attributable to, such Event ot Political Force Majeure or other event or circumslance that is stipulated under Sections 3.4 and 5.3(b) that is incurred or suffered by the Company and not otherwise covered by the receipt of insurance proceeds (which costs or expenses may include (i) capital costs, (ii) financing costs, (iii) costs of operation and maintenance and (iv) cosls of Taxes imposed on or payable by the Company, or (v) reduction in lhe revenue received by the Company).
"kV" means kilovolts "kwh" means kilowatt-hours. '

"Land Agreement" means the agreement to be entered into by and between the Company and the landowners of Baoma Chiefdom Bo District Southern Province of the Republic of Sierra Leone'represented by the Paramount Chief and Chiefdom Council of the said Baoma LegalOl f437O54O3v3O[[JG1 I 6 Chiefdom for the location of the Site pursuant to which, among others, the Company has been granled the right to occupy the Site.
"Late Payment Rate" means a rate of interest per annum on the date of determination equal to the lesser of (i) two per cent (2%) above the Dollar rate quoted for six (6) month London lnterbank Offered Rates (LIBOR) under the caption "Money Rates" in lhe Wall Street Journal (or, if no such rate appears, the arithmetic mean of the offered quotations that appear on the relevant page (if any) on the Reuters Monator Money Rates Service (or such other service as may replace the Reuters Monitor Money Rates Service for the purpose of displaying LIBOR)) on the due dale or required date of payment in question, which rate shall be adjusted every six (6) months thereafter, or (ii) the maximum rate of interest permitted by applicable Law.
"Law" means 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 notitications or other similar directives may be amended from time to time.
"Legal Requirements" means all Laws, Governmental Authorisations and other licenses, permits, approvals and agreements, and any iniunction or final non-appealable iudgment directly applicable to the relevant Party, of any Govemmental lnstrumentality having jurisdiction over the matter in question.

"Letter of Credif' shall have the meaning given to it in the lmplementation Agreement.

"Lien" means any mortgage, pledge, lien, security interest, option agreement, claim, charge or encumbrance of any kind.
"Limited Despatch Electrical Energy Payment" means a payment equal to the Deemed Net Electrical Energy that would have been available to the Oftaker during the period the Plant is subject to a Despatch lnstruction, but for the Despatch lnstruction, and which shall be calculated in accordance with the provisaons of Appendix C (Calculation of Payment).
"Metering System" means all meters, metering devices and related inslruments of the settlement metering system installed, owned and maintained by the Company and used to measure and record the delivery and receipt of Net Electrical Energy at the Delivery Point in accordance with the provisions of Appendix E (Metering).

"MW" means megawatls.


"Net Electrical Energy" means net electricat energy expressed in kwh delivered to the Oelivery Point by the Company for sale to the Offiaker during the testing and operation of the Plant.

"Monthly Energy Payment Amount" has the meaning given to it in Appendix C. "O&M Agreement" means the operation and maintenance agreement to be entered into on or before the Closing Date between the Company and the O&M Contractor regarding the operation and maintenance ol the Plant.
"O&M Contractor/' means the contractor employed from time to time by the Company for the operation and maintenance of the Plant.

"Offtaker lnterconnection Facilities" means the facilities, equipment and power transmission lines to be constructed or installed by lhe Company (on behalf of the Offiaker) at the Offtaker's side of the Delivery Point for the purpose of connecting the Plant to the Transmission Facilities.

"Operating Procedures" means the procedures set forth in the Transmission Agreement.
Legal0l f 43705403v301TJG I I 7 "Parties" means, collectively, the Company and the Offtaker, and "Party" means either of them.

"Person" means any individual, corporation, joint stock company, limited liability company, partnership, joint venture, association, trust, unincorporated organisation, Governmental lnstrumentality, or other entity.
"Plant" means the facilities as more specifically described in Appendix A (Plant Description, Design Conditions and Technical Data) and if applicable those facilities built as Expansion Works to be built, owned, operated and transfened by the Company on the Site.
"Price" means the terms set forth in Appendix C (Calculation of Payment) in accordance with which the amounts to be paid hereunder to the Company for, inter alia, the purchase of Net Electrical Energy as provided in Appendix C (Calculation of Payment) are calculated, including any indexalion lhereof and all adjustments and modirications thereto.
"Protected Assets" means any property or assets of the Government protected by diplomatic or consular privileges under public international law: "Project" The development, design, engineering, procurement manufacture, financing, use of the Site, construction, permitting, completion, testing, commissioning, insurance, ownership, operation and maintenance of the Plant and all activities incidental thereto.
"Project Agreements" means, collectively, this Agreement, the Land Agreement, the EPC Contract, the O&M Agreement, the lmplementation Agreement, the Transmission Agreement and the Financing Documents, including the direct agreement with the Financing Parties.

"Prolonged Event of Natural Force Maieure" means an Event of Natural Force Majeure which prevents either Party from performing its obligations under this agreement for a period of three hundred and sixty-five (365) days.
"Prolonged Event of Political Force Majeure" means an event of Political Force Majeure which prevents either Party from performing its obligations under this agreement for a period of three hundred and sixty-Iive (365) days.
"Proprietary lnformation" of a person means information rightfully in the possession of such person, which information derives economic value from not being generally known to and not being readily ascertainable by proper means by another person who can obtain economic value from its disclosure and use, and which is the subject of reasonable efforts to maintain its secrecy.

"Reliability Testing" has lhe meaning set forth in Appendix H (Commissioning and Testing).
"Scheduled Commercial Operation Date" means 12 months from the Closing Oate as set out in C (Project lmplementation Schedule), as the same may be revised from time to time in accordance with the provisions of this Agreement.

"Site" means lhat certain parcel of land located at Baoma Chiefdom, Bo District, Southern Province of the Republic of Sierra Leone in Sierra Leone, more speci{ically delineated in the Land Agreement on which tho Plant is located.
"Taxes" means any tax, charge, impost, tariff, duty or fee of any kind charged, imposed or levied, directly or indirectly, by any Governmental lnstrumentality, including any value-added tax, sales tax, stamp duty, import duty, withholding tax (whether on income, dividends, interest payments, fees, equipment rentals or otherwise), tax on foreign currency loans or foreign Legal0l f .13705403v30[TJG1] 8 exchange transactions, excise tax, property tax, registration fee or license, water tax or environmental, energy or fuel tax including any interest, penalties or other additions thereon.
"Term" has the meaning set forth in Section 2,32 hereof.

"Termination Notice" has the meaning set forth in Section 19.4(a).

"Threshold Loss Event" means the occurence of an evenl or series of events which results in the destruction of, or lrreparable damage to, 70% oflhe MW capacily ofthe Plant.
"Transmission Agreement' means the agreement setting oul the rights and obligations of the Parties in relation to the Transmission System, to be entered into by the Company and the Transmission System operator on industry standard terms and in compliance with this Agreement.
"Transmission System" means the Offtaker's system of transmission or distribution facilities on the Offtake/s side of the Delivery Point, through which the Energy Output of the Project will be distributed by the Oftaker through its grid to users of electricity.
"Transmission System Force Majeure" means any disruption in the ability of the Transmission System to receive and take delivery of Net Electrical Energy at the Delivery Point, but only if and to the extent that (i) such disruption, despite the exercise of reasonable diligence by the Company, cannot be or be caused to be prevented, avoided or removed by the Company, (ii) such disruption adversely affects the ability of the Company to deliver Net Electrical Energy and the qompany has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid the effect of such disruption on the Company's ability to deliver Net Electrical Energy at the Delivery Point; (iii) such disruption is not the direct or indirect result of lhe failure of the Company to perform any of its obligations under this Agreement, and (iv) the Company has given the Offtaker prompt notice describing such disruption and its effect upon the ability of the Company to deliver Net Electrical Energy at the Delivery Point.
"Tribunal" has the meaning ascribed to such term in Section 22.3(c) hereof.

1.2 Rules of lnterpretation.
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) (c) (d) (e) (0 words using the singular or plural number also include the plural or singular number, respectively; the terms "hereol" "herein," "hereby," "hereto" and similar words refer to this entire Agreement and not to any particular Article, Section, Clause, Exhibit, Appendix or Schedule or any other subdivision of this Agreement; references to "Article," "Section," "Appendix" or "Attachment', are to the Articles, Sections, Appendices or Altachments, respectively 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 phrases 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 document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms; Legal0lf a3705403v30rt JG 1 | 9 (s) (h) (i) 0) (k) (t) (m) whenever this Agreement refers lo a number of Days, such number shall refer to calendar Days unless Business Days are specilied; all periods of time shall be based on, and computed according to, the Gregorian calendar: any capitalised words, terms, phrases and abbreviations used specifically in any Appendix or any Attachment to any Appendix shall have the meanings set forth in such Appendix or Attachment, as the case may be: in the event of any inconsistency between any capitalised word, term, phrase or abbreviation set forth in Section 1.1 and any capitalised word, term, phrase or abbreviation set forth in any Appendix or any Altachment to any Appendix, the meaning set forth in such Appendix or Attachment shall take precedence over the meaning set forth in Section 1 unless the context of this Agreement otherwise
 requires; 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 to be unreasonably withheld or delayed)", as the case may be, whether or not it is followed by such phrase 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 the obligation to which the phrase relates, including the expenditure of funds in such amounts as shall be reasonable at the time in the light of the linancial condition and resources of lhe Party bound by the obligation; and 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 lo lhe burdens imposed on the Party bound by the obligation in taking such actions- '1.3 Prioritv of documents.
lf there is any inconsistency between any of the provisions of this Agreement, the lmplementation Agreemenl and the Oirect Agreement, the provisions of the documents shall take priority in the following order: (a) (b) (c) the lmplementation Agreement; and the Direct Agreement, this Agreement.

ARTICLE 2 .

SCbPE OF AGREEMENT; TERM 2.1 Sale and Purchase of Electricity.
(a) During the Term, and pursuant to the terms of this Agreement, the Company shall deliver to the Offtaker at the Delivery Point the Net Electrical Energy generated by the Plant, and the Offtaker shall purchase from the Company such Net Electrical Energy in consideration for the payment by the Offtaker to the Company of the Price.
The Net Electrical Energy generated by the Plant is dependent on, inter a/,a, the solar irradiation at the Site at any given time and, accordingly, the Offtaker agrees that, without prejudice to Section 7.1, the Plant is not capable of and will not be providing dependable capacity to lhe Offraker.
Legalo1143705:lo3v30[rJG 1 I '10 (b) (c) The Offtaker will take delivery at the Delivery Point of whatever quantity of the Net Electrical Energy is delivered by the Plant during the Term, and failing this (for any reason not attributable to the Company, but without preiudice to Section 17.4), the Offtaker will be obliged to pay to the Company, the Limited Oespatch Electrical Energy Payment for the duration of such failure in accordance with the provisions of this Agreement.
Subiect to Section 2.1(b), the Plant shall be subiect to Despatch lnstructions 2.2 Term of Aqreement.

(a) This Agreement shall become effective on the Effective Date.

The term of this Agreement (the "Term") shall commence on the Effective Date and, subject to the occurrence of the Closing Date, shall expire on the date of the twentieth (20'n) anniversary of the Commercial Operation Date, unless terminated earlier in accordance with the provisions hereof.
(b) The expiry date set out in Section 2.2(a) shall be extended by one Day for each Day (or part thereoo on which the Company is affected by a Natural Force Maieure Event.

2.3 Conditions Precedent to Closinq Date.


(a) (b) (c) The rights and obligations of the Parties under this Agreement shall be conditional upon the occurrence of the Closing Date provided, however, that each Party shall use its best endeavours to perform those obligations required on its part to effectuate the occurrence of the Closing Date.

The Offtaker and lhe Company shall jointly certify in writing the occurrence of the Closing Oate within five (5) Business Days after the occulrence thereof.
The Company may by written notice waive any of the Conditions Precedenl set out in Appendix O (Conditions P.ecedent to Closing Date).

Notwithstanding the provisions of Section 2.3(a) above the Company will use its reasonable endeavours to commence: working towards achieving Financial Close; and (i) (iD any preliminary construction activities that can be carried out outside of Sierra Leone., from the Effective Date.

J ARTICLE 3 .
J ARTICLE 3 .

IMPLEMENTATION OF THE PROJECT 3.1 Companv'sResponsibilities The Company shall cause and be responsible for the following: (a) (b) completing the construction and installation ofthe Project: the successful completion of the required test operations prescribed in Appendix H (Commissioning and Testing) no later than the Scheduled Commercial Operation Date.
ln the event that the Project does not successfully complete the required test operations prescribed in Appendix H (Commissioning and Testing) on or before the Scheduled Commercial Operations Oate, then the Company shall request in writing and the Offtaker may accept a new Scheduled Commercial Operation Date as is necessary under the circumstances; Legal0l#4370540360frJG1 | 11 (c) (d) (e) (0 (s) the application for any available and applicable tax credits, grants, loans or preferences from governmental or other institutions in accordance with the Legal Requirements.
The Offtaker shall approve all such applications within its competence and in accordance with the Legal Requirements and cooperate with the Company by providing requested documentation or other confirmation relating to the Project or to this Agreement, subject to the confidentiality terms of Section 23.13 (Contidentiality).
the operation and maintenance of the Plant by the Company in accordance with applicable Legal Requirements, Good Utility Practice and the provisions of this Agreement; the timely preparation, negotiation and execution of the Project Agreements, and any other agreements necessary to be entered into by the Company and as referred to hereunder; the due and proper application for all Governmental Authorisations, or renewals thereof, that are required to be obtained in the name of the Company, as lhe case may be, in connection with the transactions contemplated by this Agreement and the other Poect Agreements and the diligent effort lo obtain, the receipt of, and the maintenance of, all such Government Authorisations until the end of the Term; delivery to the Offtakgr with reasonable promplness afler the execulion lhereof (and in any event on or prior to the Closing Date), true and complete copies of each of the Project Agreements and olher documents and agreements specified Appendix D (Conditions Precedent to Closing Date) that are to be entered into by the Company on or prior to the Closing Date; 3.2 Offtaker's Responsibilities.
The Offtaker shall cause and be responsible for the following: (a) (b) (c) (d) (e) cooperating with the Company in the identilication of the applications of the Company referred to in Section 3.1(f) and promoting and supporting such applications, including providing reasonable assislance in the preparation thereof, so as to expedite the consideration thereof by the appropriate Governmental Instrumentality, provided that such applications are in compliance with all applicable Legal Requirementsi to enter into the Oirect Agreemenl and other related documents with the Financing Parties, as may be reasonably required by the Financing Parties in order to secure financing for the Proiect; as reasonably requested by the Company, discussing the Project with and providing publicly available and/or non-confidential information about the Offlaker to linancial institutions interested in providing financing for the Project, provided, in any event, that the Offialer shall not be required itself or on behalf of any other entity to make any representations or undertakings in connection with any such discussion or in connection with the Financing Documents; the timely preparation, negotiation and execution by the Oftaker and each of its Affiliates of the Project Agreements to which they are a party and any other agreements necessary to be entered into by the Offlaker or its Affiliates; and the delivery to the Company with reasonable promptness after the execution thereof (and in any event on or prior to the Closing Date) true and conect copies o, each of the Project Agreements and other documents and agreements specified in Appendix D (Conditions Precedent to Closing oate) that are to be entered into by the Offiaker or any other Governmental lnstrumentality on or prior to the Closing Oate.
3.3 Offtaker Drovals LegalO1 t43705403v3O[rJG1] 12 (a) (b) (c) The Company shall consult with and to the extent required in Appendix A (Plant Description, Design Conditions and Technical Data), obtain the prior approval of, the Offtaker with respect to the Delivery Point and the Operating Procedures.

On a regular basis during the period prior to the Closing Date, the Company shall advise the Offtaker as to the status of the negotiations of all of the Project Agreements.
No review or approval by the Offtaker or any of its representatives of the Project Agreements or any other agreement, document, instrument, drawing, specification or design proposed by the Company concerning the Project shall relieve the Company from any liability that it would otherwise have had in respect of or under such agreemenl, document, instrument, drawing, specification or design or failure to comply with applicable Legal Requirements with respect thereto, except insofar as such review or approval constilules a Govemmental Authorisation pursuant to any applicable Legal Requirements of Sierra Leone, nor shall the Offtaker or any of its representatives or any of its or their advisers be liable to the Company or any other Person by reason of its review or approval of an agreement, document, instrument, drawing, specification, or design.
3.4 Delavs Caused bv the Offtaker.
Without prejudice to the provisions of Section 8.2, if because of delay or default by the Offtaker in the performance of its obligations under this Agreement which are not attributable to the Company, the EPC Contractor or any subcontraclor to the EPC Contractor, achievement of the Closing Date or the implementation of the Project by the Company in accordance with the lmplementation Schedule actually has been delayed, the Parties shall confer as to the effect, if any, of such delay and the date for achievement of the Closing Date and the lmplementation Schedule shall be adjusted equitably, taking into account the effect which the Company demonstrates is properly attributable to such delay by the Offtake/s delay or default and the ability of the Parties to reschedule activilies to minimise the overall delays resulting lherefrom, and the Price shall be subject to ad.iustment to the extent and in the manner provided in Section 18.2 which shall apply mutatis mutandis, with all references lo Event of Political Force Majeure being deemed to be replaced by references to delays as a consequence of delay or default attributable to the Oftaker hereunder.
ARTICLE 4 - ENGINEERING, PROCUREMENT AND CONSTRUCTION OF THE PLANT E tn n P urem Construction Res nsibil (a) (b) The Company shall engineer, design, procure, supply, erect, conslruct, install, test and commission the Plant in all material respects in accordance with the design and equipment parameters set forth in Appendix A (Plant Oescription, Design Conditions and Technical Oata).
The Company shall use its best endeavours to achieve the timely implementation of the Project in accordance with the lmplementation Schedule.

The Company shall promptly inform the Offtaker of any material deviations from any dates stipulated in the lmplementation Schedule.

4 4.1 4.2 Chanqes to Plant or Transmission Svstem.


Without prejudice to the description of the Plant in Appendix A, the Company shall notify the Offtaker in advance of any changes to the Plant, and the Offtaker shall notify the Company in advance of any changes to the Transmission System in each case, that may affect the proper adjuslment and calibration of protective relays and other similar devices between lhe systems.

4.3 Permits.

Licenses.

Etc.


Legal0l #43705403v30[JG1 ] 13 The Company shall, on or before the Commercial Operation Date, deliver to the Offlaker copies of all Governmental Authorisations required by the Company to commence the sale of Net electrical Energy in accordance with this Agreement that have been issued to the Company prior to such date and not previously delivered to the Offtaker.

4.4 TechnicalDocumentation.
The Company shall obtain and retain at the Plant Site (a) for all ilems of equipment incorporated into the Plant and identified in Appendix A (Plant Description, Design Conditions and Technical Data), copies of all operation and maintenance manuals and other technical documentation (including electronic files) for such equipment as is reasonably necessary according to Good Utility Practice); (b) copies of all test results for tests performed in accordance with the EPC Contract on the Plant and all items of equipment incorporated into the Plant and identified in Appendix A (Plant Oescription, Oesign Conditions and Technical Oata), to the extent that such items are normally retained in accordance with Good Utility Practicei as-built drawings for the Plant; and (c) (d) all detailed technical documentation (including electronic files) related to the design, engineering, construction, operation and maintenance of the Project, to the extent that such items are normally retained in accordance with Good Utility Practice.
ln the event that all or any part of the Plant should be transfered to the Offtaker, all of the foregoing documentation and any other technical documentation and information (including electronic files) in the possession of the Company pertaining to the Plant or such part thereof, including Proprietary lnformation (subject to the provisions of Section 23.

'13), shall be delivered to the Offtaker on or not later than seven (7) Days after the date of such transfer.

4.5 Extension of Milestone Dates.
lf a breach by the Offtaker of its obligations under this Agreement causes a delay in the critical path schedule that will have the effect of delaying the achievement of the Commercial Operation Date, then the corresponding Scheduled Commercial Operation Date, shall be adjusted by the Parties to take into account the effect of such delay the achievement of the Commercial Operation Date, as the case may be; Drovided, however, that such dates shall not be extended to the extent that such delay would have nevertheless been experienced had that the Company shall have made all such event not occurred; orovided further, however reasonable endeavours to prevenl or reduce to a minimum and mitigate the effect of any delay, including recourse to alternate sources of services, equipment and materials and construction equipment.
4.6 Exclusive Remedy for Delav.

Subject to Section 4.7, the Offtaker's right to terminate this Agreement in accordance with the provisions of Article 19 (Termination), shall be the Offtaker's exclusive remedy for the Company's failure to attain the Commercial Operation Date.

4.7 Liquidated damaqes - Delay.


(a) lf the Company does not achieve the Commercial Operation Date by the Scheduled Commercial Operation Date, liquidated damages shall be payable by the Company to the Oftaker at the rate of USD 2,000 per Day for each Day that the Commercial Operation Date is delayed is delayed beyond the Scheduled Commercial Operation LegalO1tr43705403v30[rJG1 I 14 (b) (c) Date.
The Parties agree that such sums represent a genuine pre-estimate of the Offtakeis loss arising from such a breach.

The maximum aggregate liability of the Company under Section 4.7(a) shall not exceed USD 500,000.
The Offtaker acknowledges that the payment oF lhe liquidated damages contemplated in this Section 4.7 is in lieu of actual damages for the delay to commencement of commercial operations and the collection of such liquidated damages is, subject to Article '18, the sole remedy available to the Offtaker relating to that delay or any related breach of this Agreement.

4.8 Electricitv and Water Durinq Construction.


The Company shall be responsible for the provision or procurement at its cost of all electricity and water for Ccimpany's own use during construction of the Plant.

5 ARTICLE 5.

START-UP AND COMMERCIAL OPERATION 5.1 Start-upElectricitv.

The Company shall be responsible for the provision or procurement at its cost of all electricity and water for testing, commissioning and start-ups of the Plant.

5.2 Start-up Water.
5.2 Start-up Water.

The Company shall be responsible for the provision or procurement at its cost of all potable water for start-up, testing and commissioning of the Planl.

5.3 Performance ancl Reliabilitv Testinq.


(a) The Company shall be responsible for the development and implementation of test procedures, testing program and estimated loading requirements during the construction, start-up and commissioning of the Plant and the Offtaker lnterconnection Facilities and shall notify the Offlaker in advance of all testing as provided in Appendix (Commissioning and Testing).
The Offiaker and its designees shall be entitled to be present at any such testing as provided in Appendix H (Commissioning and Testing).

Such test procedures and testing programme shall take into account the demand supply position of the Transmission System.

The Company shall notify the Oftaker.three (3) Business Days in advance ofthe required load in connection with any test, the nature and duration of the required load.
ln relation to any scheduled test that is required to be rescheduled, the Company shall notify the Offtaker three (3) Business Day (or such shorter period if agreed by the Parties) in advance of the commencement of the rescheduled test.
(b) During the testing provided for in Appendix (Commissioning and Testing) and in accordance with the testing procedures and testing schedule developed and implemented thereunder, upon receipt by the Offtaker of notice in accordance with Section 5.3(b) above, the Offtaker shall evacuate Net Electrical Energy from the Plant to allow the Company to perform the relevant tests, any test is delayed as a result of the demand position of the Transmission System at the time, and such failure or demand supply position is demonstrated by the Company to cause a delay in the critical path schedule that will have the effect of delaying the achievement of the Commercial Operation Oate, the provisions of Section 4.5 shall apply, mutatis mutandis, and the Price shall be subject to adjustment to the extent and in the manner provided in Section 18.2, which shall a?ply mutatis mutandis, with all references to delays being deemed to be replaced by reference to delays as a consequence of delay LegalOlf 43705403v3O[tJG1] '15 6 6.
'1 or default attributable to the Oftaker unless such delay is due to the occurrence of an event set out in Section 17.3(b)(v)- ARTICLE 6 .

IMPLEMENTATION OF THE EXPANSION WORKS Expansion Notice.
(a) Following the occurrence of an Expansion Event and the subsequent submission of an Expansion Notice, the Company is entitled to build, own, operate and maintain the Expansion Works and the Offtaker is obliged to purchase, on the terms of this Agreement all Net Electrical Energy generated by the Expanded Plant.
(b) During the Term, lhe Company may issue more than one Expansion Notice provided that each Expansion Notice must be for a minimum of sMW of capacity and up to a total maximum of 20MW of expanded capacity.

(c) Each Expansion Notice shall set out the scope of Expansion Works proposed by the Company and, in .all cases, the proposed implementation timetable for the procurement and conslruction of the Expansion works.
(d) The Parties shall in good faith agree the Price for the Net Electricity generated by each Expanded Plant which shall reflect market changes in the capital expenditure, operdtion and maintenance expenditure and financing costs of the Expansion Works.

lf the Parties are unable to agree such Price, the Parties shall refer the matter for ,inal determination by the Expert pursuant to Section 22.2.

7 ARTICLE 7 .

OPERATION AND MAINTENANCE OF THE PLANT 7.1 Operation.

Maintenance and Repair.


(a) (b) (c) The Company shall at all times during the Term operate, maintain and repair the Plant in a manner consistent with Good Utility Practice.
The Company shall also operate the Plant in accordance with the Operating Procedures and Appendix A and the Transmission Agreement and shall ensure that the Net Electrical Energy is at all times within the power factor range of the Transmission System; shall maintain anti-islanding protection; and shall ensure that the voltage of the Net Electrical Energy is maintained at the level required by the Transmission System.
The Coqrpany shall employ in and at the Plant all safety devices and safety practices required by applicable Legal Requirements, the requirements of all insurance policies and Good Utility Practice and the Transmission Agreement.

To the extent consistent with such requirements including Good Utility Practice, the Company shall keep accurate records of any accident or other occurrence at the Plant or Site that results in injury to persons or damage to property.
The Company shall provide to the Offlaker reasonable access to these records subject lo requirements of confidentiality.

The Company shall ensure that its personnel are on duty at the Plant during all daytime hours in a Oay and seven (7) Days a week commencing with the Commercial Operation Date, and shall provide the Offtaker with emergency contact telephone numbers for use in emergency situations twenty-four (24) hours a Day and seven (7) Days a week.
For purposes of this Article 7, all references to the Company shall be deemed to include the O&M Contractor where applicable.

7.2 EnvironmentalStandards.

LegalOl#43705403v30ITJGl ] to The Company shall construcl and operate the Plant in accordance wilh the environmental standards and laws applicable in Siena Leone.

The obligations of the Company pursuant to this Section 7.2 shall not derogate from its rights under Section 18.'t.

7.3 Coordination.
7.3 Coordination.

The Company and the Offtaker shall each keep a daily operations log for the Plant consistent with Good Utility Practice.

The Company and the Offtaker shall each have the right to review such logs at all reasonable times and upon reasonable notice.

7.4 Test Schedules The Company and the Offtaker shall mutually develop a test schedule for testing the Plant in accordance with'the requiremenls of Appendix H (Commissioning and Testing).

8 8.1 ARTICLE 8 .
8 8.1 ARTICLE 8 .

SALE ANO PURCHASE OF ELECTRICITY Sale and Purchase.

Subject to the terms and conditions of this Agreement: (a) Duririg the period prior to the Commercial Operation Date, to the extent that Company may deliver Net Electrical Energy, the Offtaker shall take such Net Electrical Energy provided, however, that the Company shall not charge the Offtaker and the Oftaker shall not be obliged to pay for any Net Electrical Energy delivered prior to the Commercial Operation Date.
(b) During the period from the Commercial Operation Oate up to and including the last Day of the Term, the Company shall sell lo the Offtaker, and the Offtaker shall purchase from the Company for consideration of the Price, the Net Electrical Energy of lhe PIant, lo the extent that the same is generated by the Plant on the terms described in this Agreement including Appendix C (Calculation of Payment).

8.2 Delav in Achievinq the C mercial ODeration Date.
Without prejudice to the Company's rights under Section 8.1, in the event that achievement of the Commercial Operation Date, is delayed because of a delay or default by the Offtaker in performance of its obligations under this Agreement or because of any Event of Political Force Majeure, then, on and from the date on which the Company would have been able to achieve the Commercial Operation Date, but for such delay, default or Event of Political Force Majeure until the date on which the Commercial Operation Date has been achieved, the Company shall be deemed to have achievedlhe Commercial Operation Date and the Offtaker shall pay to the Company, the Deemed Net Electrical Energy Payment for the Deemed Net Electrical Energy for such period: provided, however, that if the Commercial Operation Date, shall have been deemed to have been achieved pursuant to this Section 8.2 and thereafter when tested the Company shall be in breach of its obligations to achieve the Commercial Operation Oate, then the Commercial Operation Date shall cease to be deemed to have been achieved and all payments received by the company from the Offlaker for such Deemed Net Electrical Energy in excess of lhe amounts the Offtaker would have had to pay if the Plant had been deemed to be providing Net Electrical Energy as so determined by the tests canied out pursuant to Section 5.3 together with interest accrued thereon at the Late Payment Rate, shall be credited against future payments to be made pursuant to Appendix C (Calculation of Payment) in the immediately following Billing Period or, if needed, Billing Periods.
L€9a101f43705403v30frJG 1 | 17 :- I 9.1 ARTICLE 9 .

BILLING AND PAYMENT Billino.
(b) The Company shall render to the OIflaker an itemised invoice for each Billing period in US Oollars for the following: (D the Monthly Energy PaymentAmount delivered in the previous Billing period (or part of a Billing Period); plus (iD any value added tax chargeable in respect of the supply of Net Electrical Energy or other services provided by the Company to the Offtaker; plus (iiD any interest (calculated in accordance with Section 9.2 payable on an amount invoiced previously, but not paid by the relevanl Due Date; plus (iv) any addilional amounts payable as a consequence of any lncreased Costsi less (v) any amounts due from the Company to the Offtaker in respect of the previous Billing Period, including any liquidated damages payable under Section 4.7.
(c) The invoice statement shall contain reasonably detailed calculations of the amounts payable under it, together with such further supporting documentation and information as the Parties may agree.

(d) Sub.lect to Section 9.1(e), the Offtaker shall pay to the Company the amount shown in the invoice as due on or before the Due Date.
(e) Any invoice delivered pursuant to this Schedule I shall be paid in US Dollars, The Company may issue invoices in Sierra Leone Leones (SLL) or US Dollars, The invoice issued in SLL shall be calculated by converting the US Dollars amount payable under this Agreement from US Oollars into SLL at the exchange rate actually available to the Company from its Sierra Leonean bank account on the date the invojce is issued for an amount equivalent to the payment in question at the going commercial rate.
(f) ln lhe event the Offtaker disputes any portion of an invoice then the Offtaker shall, within '14 Days of the receipt of such invoice or payment, serve a notice on lhe Company indicating the amount and basis of the dispute.

The Offtaker shall not be required to pay a disputed amount pending resolution of the dispute.

The dispute shall be settled by mutual discussion and, if necessary resolved pursuant to Section 22 (Dispute Resolution).
lf it is determined that either Party owes the other an amount of money, the owing Party shall, within 7 Days afler its receipt of such determination, pay such sum together with interest at a rale equal to the Late Payrnent Rate.
(9) The Offtaker's obligation to pay any amount under this Agreement shall remain in full force and effect, and shall not be affected by the provisions of the implementation Agreement, except to the extent that the Offlaker's obligation to the Company has been fully and irrevocably discharged by the Government (whether or not pursuant lo the terms of the lmplementation Agreement).

9.2 Late Payments.
9.2 Late Payments.

Late payments by either Party shall bear interest at the Late Payment Rate from the date on which such payment was originally due until the date that such payrnent was made.

10 10.1 ARTICLE 1O - METERING Metedno Svstem and Back-Up Meterinq Svstem.
(a) The Parties acknowledge that for the purposes of determining Net Electrical Energy of the Plant the Metering System and the Back-Up Metering System are required prior to the delivery of any Net Electrical Energy to the Deljvery Point for sale hereunder- (b) Upon the installation of the Metering System the company shall obtain and provide to the Otftaker copies of the instruclion and operation manuals for the Metering System, Legal01143705,103v30ff JG 1l 18 including for any component part of the Metering System.
10.2 lnstallation of Meterinq Syste m and Back-UD Meterinq Svstem- The Company, at its own expense, shall procure, install, own and maintain the Metering System and the Oftaker, at its own expense, shall procure, install, own and maintain the Back- Up Metering System.

10.3 Testinq of Meterinq Svstem and Back-Up Meterinq Svstem.
(a) (b) (c) (d) (e) The Company shall initially test the accuracy of and calibrate or recalibrate, if necessary, the Metering System in accordance with Appendix E (Metering) by the later of Iifteen (15) Dpys after the Metering System is installed or five (5) Days prior to the date scheduled for initial testing of the Plant to begin, and thereafter at intervals of not more than one hundred eighty (180) Days after giving the Offtaker no less than forty-eight (48) hours advance notice.
The Offtaker may have a representative present during any such testing, as well as during any inspection of the Metering System or adiustment thereof.
The Company shall also test the l\4etering System at any other time reasonably requested by the Offtaker, such additional testing to be at the Offtaker's expense unless the test indicates that the Metering System is inaccurate by more than two- tenths of a per cent (0.2%), in which case the Company shall bear the cost of the additional test- The Offtaker shall have a representative present during any such tesling, as well as during any inspection of the Metering System or ad.iustment thereof.
The Offtaker shall initially test the accuracy of and calibrate or recalibrate, if necessary, the Back-Up Metering System in accordance with Appendix E (Metering) by the later of fifteen (15) Days after the Back-Up Metering System is installed or five (5) Days prior to the date scheduled for initial testing of the Plant to begin, and thereafter at intervals of nol more than one hundred eighty (180) Days after giving the Company no less than forty-eight (48) hours advance notice.
The Company may have a representative present during any such testing, as well as during any inspection of the Back-Up'Metering System or adjustment thereol The Offtaker shall also test the Back-Up Metering System at any other time reasonably requested by the Coirpany, such additional testing lo be at the Company's expense unless the test indicates that the Back-Up Metering System is inaccurate by more than two-tenths of a per cent (0.zok), in which case the Offiaker shall bear the cost of the additional test.
The Company shall have a representative present during any such testing, as well as during any inspection of the Back-Up Metering System or adjustmenl thereof.
When on the Site, the Offtaker shall, and will procure that its representative(s), shall comply with all reasonable instructions of the Company and the Contractors and, shall not interfere with or hinder the activities of the Company or the Conlractors and, notwithstanding any other provision in this Agreement lo the conlrary, shall indemnify and hold the Company, the Contractors, their subcontractors and each of their respeclive directors, officers and employees harmless from any loss or damage sustained as a result of the negligent acts or negligent omissions of the Offtaker or its represenlative or breaches by the Offtaker of its obligations pursuant to Sections 1o.3(a)and 10.3(b) but only to the extent that such loss or damage is not covered by insurance obtained by the Company or the Contractors.
Lesalol#437osa03v3ofrJG1l 19 '10.4 ElectronicDataResaldj@ (a) (b) (c) (d) The Company shall, in relation to the Metering System and the Offtaker, shall in relation to the Back-Up Metering System, at the respective Parties own cost and expense, provide and install electronic data recording systems capable of recording the Net Electrical Energy measured by the Metering System or the Back-Up Metering System (as the case may be) on a continuous basis, storing such recordings for not less than ninety (90) Days and transmitting this data to the Offtaker by secure wireless, mobile or other secure means of telecommunications.
Subject to the provisions of Section 9.4(d) of this Agreement and verification of the data recording system pursuant to Section 10.4(b) of this Agreement, the Parties agree that the information contained in or obtained from such electronic data recording systems shall be used to determine the Net Electrical Energy of the Plant; The information contained in the electronic data recording system shall be verifled by checking that the sum of the hourly readings in the electronic data recording system over a specified period are consistent with the totalised readings for the Metering System (or, if applicable, the Back-Up Metering System) over the same period (determined by subtracting the totalised reading at the beginning of the period from the totalised reading at the end of the period) as taken by reading of the installed meters rather than in reliance upon the electronic data recording system.
ln connection with the verification of the information contained in the electronic dala recording system the following procedures shall apply: (i) (ii) (iii) the totalised readings of the Metering System and the Back-Up Metering System (taken by meter readings) shall be read on the Commercial Operation Oate and thereafler monthly on the last Oay of each month or such other Day as may be mutually agreed upon by the Partiesi the Company shall take such reading at 12:00 hours unless otherwise mutually agreed by the Parties: the Offlaker shall have a representative present during any such reading; (iv) such reading shall be iointly taken and recorded; (v) (v1) the Company shall maintain a log of all such meter readingsi and the recorded measurements for each hour during the relevant period and the totalised recorded measurements shall be delivered by the Company to the Offtaker within two (2) Oays after the readings are taken.
The Metering System shall be used to measure the Net Electrical Energy and other output; p@yidCd, however, thal during any period when the Metering Syslem is out of service as a result of maintenance, repairs or testing, then the best available information, which may include the Back-Up Metering System, shall be used to measure the Net Electrical Energy and other applicable outputs.
lf, in any test carried out on the Metering System, the Metering System is found to be inaccurate by more than as is permitted in Appendix E (Metering), or is olhen /ise unavailable or functioning improperly, then the conect amount of Net Electrical Energy delivered to the Offtaker for the actual period during which inaccurate measurements Lega()1 d43705403v301IJG 1 I 20 were made, if any, shall be determined as follows (i) (ii) (iii) the readings of the Back-Up Metering System shall be used to calculate the correct amount of Net Electrical Energy, unless a test of such Back-Up Metering System reveals that the Back-Up Metering System is inaccurate by more than as permitted in Appendix E (Metering) or is otherwise unavailable or functioning improperly; if the Back-Up Metering Syslem is found to be inaccurate by more than as permitted in Appendix E (Metering) or is otherwise unavailable or functioning improperly, then the Company and the Offtaker shall jointly prepare an.
estimate of the correct reading on the basis of all available information and such guidelines as may have been agreed to between the company and the Offraker; and if the Oftaker and the Company fail to agree upon an estimate for the correct reading, the Company will estimate the reading and any dispute shall be refened by either Party for resolution in accordance with Article 22 (Dispute Resolution) of this Agreement, and the difference between the previous payments by the Offtaker for the period of inaccuracy and the recalculaled amount shall be offset against or added to the next payment to the Company under this Agreement, as appropriate, with interest at the Late Payment Rate.
lf the period of inaccuracy cannot be accurately determined, it shall be deemed to have begun on the date which is midway between the date the meter was found to be inaccurate and the date of the last meter reading accepted by the Parties as accurate.

ln no evenl, however, shall any such adjustment be made for any period prior to the date on which the Metering System was last tested and found to be accurate within the amount permitted in Appendix E (Metering) and not otherwise functioning improperly.
10.5 TamDerino withthe Meterinq Svste m and the Back-UD Meterino Svstem.

(a) The Company shall not tamper, and shall ensure that its employees, Contractors or subcontractors of any tier do not tamper, with the Metering System or the Back-Up Metering System.
(b) Should the Company breach the foregoing covenant, the Company shall (D (ii) take all remediable action reasonably acceptable to the Oftaker to ensure that such tampering does not reoccur, including the development or addition of security systemsi and as liquidated damages, compensate the Offtaker for four (4) times the amount or reasonably estimated amount of any overpayment by the Offtaker resulting from such tampering, which for purposes of such determination shall be assumed to have occurred immediately after the last known accurate test of the Metering System or, if applicable, the Back-Up Metering System (unless the Company demonstrates to the reasonable satisfaction of the Offtaker, or lhe outcome of the dispute resolution process under Article 22 (Dispute Resolution) of this Agreement is, that the tampering did not occur until a later date, in which case such later date shall be used as the reference date for determination of such amount)- LegalO1143705403v3O[TJG1] 21 !
10.6 Sealinq of Meterinq Svstem and the Back-lJo Meterinq Svstem.

The Metering System and the Back-Up Metering System shall comply with the specification in Appendix E (Metering) and shall be jointly sealed.

Such seals shall only be broken by employees of the Company.

The Offtaker shall be given at least twenty-four (24) hours advance notice of the breaking of seals on the Metering System or the Back-Up Metering System.
Such notice shall specify the time at which a meter seal will be broken by the employees of the Company, and the Offtaker shall be given an opportunity lo be present when such seals are broken.

10.7 Repair.

ReDlacement or Recalibration of Meterinq Svstem.

When any component of the Metering System is found to be outside acceptable limits of accuracy or otherwise not functioning properly, the Company shall forthwith repair, recalibrate or replace such component at its expense.
When any component of the Back-Up Metering System is found to be outside acceptable limits of accuracy or otherwise not functioning properly, the Offtaker shall forthwith repair, recalibrate or replace such component at its expense.

The recalibration of the Metering System or the Back-Up Metering System, as the case may be, shall be witnessed by both the Offtaker and the Company.
Upon the completion of any examination, maintenance, repair or recalibration of, or replacement of any component ol the Metering System or the Back-Up Metering System, as the case may be, the Metering System or the Back-Up Metering System, as the case may be, shall be sealed.

10.8 Protection and Communications Svstems.

The Company, at its sole cost and expense, shall provide all protection and communication systems requirements, all in accordance with Appendix E (Metering).
11 ARTICLE 11 - INTERCONNECTION 11.1 TransmissionFacilities.

The Company shall be responsible for the design, construction, installation and commissioning of the Oftaker lntermnnection Facilities in accordance with the terms of this Agreement.

11.2 Handover of Offtaker lnterconnection Facilities.
(a) (b) (c) On lhe Commercial Operations Date, all risks and rewards ofownership ofthe Offtaker lnterconnection Facilities shall pass to the Offtaker and the Company shall promptly enter into such documentation as may be reasonably required to transfer the Oftaker lnlerconnection Facilities to the Offtaker and pass the benefit of all warranty rights and claims (if any) to the Offlaker.
From the Commercial Operations Date, the Offtaker shall be responsible for the operation and maintenance of the Offtaker lnterconnection Facilities and the Company shall have no further liability in respect of such Offtaker lnterconnection Facilities.
The Offtaker shall indemnify the Company for all costs, claims, liabilities, expenses, suits, actions or proceedings whatsoever arising out of the Company's ownership of the Offtake/s lnterconnection Facilities affer the Commercial Operations Date, provided always that the Company is not in breach of its obligations pursuant to this Agreement.

LesaOlt437o5a03v3ofIJG1 l 22 1 1.3 Testinq.


The Parties shall cooperate in testing lhe Offtaker lnterconnection Facilities in accordance with the provisions of Appendix B (Project lmplementation Schedule) and at such other limes thereafter as either Party may reasonably require.

12 ARTICLE 12.

COVENANTS 12.1 Amendments to Proiect Aqreements.


Promptly upon the execution and delivery thereof, the Company shall deliver to the Offtaker any material amendments, modincations or supplements to, or consents to any change of any provision of or grants of any waiver under, any of the Project Agreemenls, with respect to such matters as affect the obligations of the Parties hereunder.

12.2 Compliance with Laws.


The Company and the Offtaker agree that all applicable Legal Requirements shall govern their performance of lhis Agreement and each respectively shall comply in all material respects with and shall keep in full force and effect all Governmental Authorisations required lo be in their respective names for the performance of their respective obligations under this Agreement.

13 ARTICLE 13.

MONITORING, RECORDS, REPORTS ANO AUDIT 13.1 Monitorinq Riqhts; Reports.
(a) The Offtaker and its duly appointed representatives, shall have the right, with lhe Company's prior approval (which shall not be unreasonably withheld), to (i) monitor the Pro.iect and the Site (and construction of the Plant thereon), and (ii) review and make copies as reasonably requested by the Offtaker of all materials required to be obtained and retained by the Company pursuant to Section 4.4 (Technical Documentation) and all materials pertinent to the exercise of the Offtaker's audit rights pursuant to Scction 13.2.
The purpose of such monitoring and review shall be to determine, in the case of engineering, procurement and construction, whether the Plant is designed, engineered, manufactured, supplied, procured, transported, erected, construcled, installed, tested and commissioned in accordance with lhe design and equipment parameters set forth in Appendix A (Plant Description, Design Conditions and Technical Data), and, in the case of operations, to determine whether the Plant is being operaled and maintained in accordance with the terms of this Agreement.
The Company shall permit the Offtaker and its duly authorised representatives to conduct such monitoring and review during normal business hours upon reasonable notice to the Company.

The Offlaker shall be entitled to conduct such monitoring and review no more than once every month.

Such monitoring and review shall be conducted in the presence of and through a representative of the Company designated by the Company for this purpose.
The Company agrees to designate such a representative or representatives and to make such representative available for all such monitoring and review.

13.2 Books and Records: Audit.

(a) The Company shall maintain proper books and records in accordance with Legal Requirements.
1e9a101f43705403v30[TJG 1] )1 (b) (c) The Offtaker and its designees may at reasonable times during the Term, and at its own expense, conduct audits as to the Company pertaining to metering, billing, direct pass-through elements of the Price, adjustments of the Price, indemnity claims, termination payments, reimbursements and any other charges lo the Offtaker based on the Company's costs, in all such cases for the purpose of determining whether the CompanJ's charges to the Offtaker have been computed in accordance with the provisions of this Agreement.
Each Party shall have the right, upon reasonable prior written notice to the other Party, to examine and/or make copies of the records and data referred to in Section 13.2(b) at any time during normal ofiice hours during the period such records and data are required to be maintained.
All such records and data shall be maintained for a minimum of sixty (60) months after the creation of such records or data and for any additional length of time required by regulatory agencies with jurisdiction over the Parties.

All such records and dates so obtained shall be treated as Confidential lnformation.

13.3 Disclaimer.
The Company (a) (b) underslands and agrees that any receipt of any matter or review thereof conducted by the Offtaker is solely for its own information and accordingly by conducling such review the Offtaker makes no endorsement of the design or representation or warranty of the safety, durability or reliability of the Plant, or any part thereof, and shall in no way represent to any third party that, as a result of any receipt of any matter or review thereof by the Offtaker, the Offtaker is responsible for the engineering or construction or soundness of the Plant, or any part thereof.
13.4 Proviso.

No exercise of any of the Offtaker's prerogatives or rights pursuant to this Article 13 (Monitoring, Records, Repbrts, Audit) or otherwise in this Agreement shall extend to proprietary pricing and cost information of the Company (except insofar as such information is subject to audit by lhe Offlaker pursuant to Section '13.2), nor be permitted to hinder or impede the design, construction, management, or operation and maintenance of the Plant by the Company.
14 ARTICLE 14 - INSURANCES 14.1 lnsuranceundertakinqs (a) (b) The Company shall, at its own cost and expense take out and maintain adequate insurance cover as is customary, desirable and consislent with Good Utility Practice and the Laws in respect of the Plant and (prior to the Commercial Operations Date) the Offtaker lnterconnection Facilities.
The Company shall provide to the Offtaker from lime to time copies of insurance policies effecting the insurance required to be taken out and maintained by the Company under Section 14.1(a).

The Offtaker may requesl (no more Frequently than annually) the Company to provide proof that all relevant premiums have been paid and that.

the relevant policy or policies remain in existence.
Legalol 14370s403v30tTJG1 I 24 (c) The Company shall apply all proceeds of any insurance claim made due to loss or damage to the Plant or (prior to the commercial Operations Date) the Offlaker lnterconnection Facilities (other than claims under any loss of revenue policies) towards reinstatement, reconstruction, replacemenl, repair or renewal of such loss or damagq unless: (i) (ii) the Offtaker, acting reasonably, otherwise agrees; or a Threshold Loss Event occurs 15 ARTICLEl5.INDEMNIFICATION 1 5.1 lndemnification bv the Companv.
The Company shall indemnafy, defend and hold harmless the Offtaker, its officers, employees and representatives and its agents, contractors or licensees and their respective directors, officers and employees (herein refered to as the "Offtaker Parties"), from and against all Claims made against or suffered by any Offtaker Parties for any loss of or damage to property or death or injury to persons (except for workers' compensation claims), resulting from any negligent act or negligent omission of the Company or any Company Parties that arises out of any breach of this Agreement by the Company except to the extent such loss, damage, injury or death is attributable to the negligence or misconduct of, or breach of this Agreement by, the Oftaker or any Offtaker Parlies or the failure of the Offtaker or any Offlaker Parties to take reasonable steps in mitigation thereof.
'15.2 lndemnification bv the Offtaker.
The Offtaker shall indemnify, defend and hold harmless the Company, its shareholders, directors, officers, employees and representatives and its Affiliates, agents, contractors or licensees and their respective directors, offcers and employees (the "Company Parties"), from and against all Claims made against or suffered by any Company Parties for any loss of or damage to property or death or injury to persons (except for workers' compensation claims), resulting from any negligent act or omission of the Offtaker or any Offtaker Parties or breach of this Agreement by the Offtaker except to the extent such loss, damage, injury or death is attributable to the negligence or misconduct of, or breach of this Agreement by, the Company or any Company Parties or the failure of the Company or any Company Parties to take reasonable steps in mitigation thereof.
16 ARTICLE 16 .

INDEMNIFICATION PROCEDURES 16 1 Final Determination.

The liability of the indemnifying Party to make a payment to the indemnified Party for any Claim under Section 15.1 or Section 15.2 above, as the case may be, shall become fixed upon any of the following events (each a "Final Determination").
(a) (b) the setllement of lhe Claim with the prior written consent of the indemnifying Party; a final decision or arbitral award with respect to the Claim by the appropriate court of competent jurisdiction or arbitral tribunal of competent jurisdiction and expiration of applicable appeal periods, unless such decision or award is appealed; or Legalol#43705403v3ofrJG1 l 25 (c) if appealed, a linal non-appealable decision of a local or appellate court of last resort with respect to the Claim.
16.2 Pavment of Claim.

All payments required to be made in respect of a Claim shall be made to the indemnifed Party within thirty (30) Days after notice lo indemnifying Party of the actual payment by the indemnified Party of an amount constituting a loss in respect of such Claim, but in no event earlier than ten (10) Business Days after the Final Determination of such Claim as provided in Section 16.1.

16.3 Procedures.
16.3 Procedures.

(a) (b) (c) (d) (e) Each Party shall notify the other Party in writing of any matter potentially indemniliable under this Agreement as soon as such Party becomes aware of a potentially indemnifiable event; plgyidgd that the failure to provide timely notice shall not reduce the indemnifying Party's obligations except to the extent of any additional losses suffered by the indemnified Party as a result of the indemnified Party's failure to provide timely notice.
The indemnifying Party may, at its option and at its expense, contest, defend and control the contest and defence of any Claim with respect to which it may be liable to the indemnified Party and with respect to which it or indemnified Party is named as a party.
lf the indemnified Party is also named as a party to any proceeding, the indemnified Party shall have the right to retain counsel at its own expense to advise it with respect to such contest and defence, and, unless the interests of the indemnifying Party and the indemnified Party with respect lo such Claim are adverse, the indemnifying Party shall (x) keep the indemnified Party and its counsel reasonably informed as to the progress of such contest and defence, (y) to the extent reasonably practicable give the indemnitied Party and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to the Claim; and (z) consider in good faith any reasonable suggestions made by the indemnified Party or its counsel or the request of the indemnilied Party and its counsel to submit documentation or attend those portions of any meetings and proceedings that relate to the Claim.
Neither Party shall be indemnified by the other Party to the extent such Party has received payment for a Claim from another source, including insurance.
lf after receipt of payment from the indemnifying Party in respect of a Claim the indemnified Party shall later receive a payment from another source, including insurance, in respect of such Claim, the indemnified Party shall promptly pay to the indemnifying Party an amount equal to the amount of the payment received from such other source in respect of such Claim (orovided, that the indemnified Party shall not be obligated to pay an amount in excess of the amount paid by the indemnifying Parly to the indemnified Party).
The indemnifying Party shall pay to the indemnified Party all reasonable costs and expenses incuned by the indemnified Party in the enforcement of this Section 16.3, if (and onty iD the indemnifying Party admits, or is adiudged, to have breached its obligation to indemnify the indemnified Party for a Claim.

Legalll #.13705.103v3O1TJG11 26 17 ARTICLE 17 - FORCE MAJEURE '17.1 Force Maieure.'
Subject to Section '17.6, An "Event of Force Majeure" shall mean any circumstance not within the reasonable control, directly or indirectly, of the Party affected, but only if and to the extent that: (a) (b) (c) such circumstance, despite the exercise of reasonable diligence, cannot be prevented, avoided or removed by such Party; such circumstance prevents such Party from performing its obligations under this Agreement, and such Party has taken all reasonable precautions, due care and reasonable alternative measures in order to avoid lhe effect of such event on such Party's ability to perform its obligations under this Agreement and to mitigate the consequences thereofi with respect to the Company only and in respect of the construction of the Plant only, if such circumstance occurs prior to the Commercial Operation Date, such event materially delays the critical path schedule for construction of the Plant, either (i) making it impossible for the Company to satisfy the lmplementation Schedule or (ii) requiring the Company to incur malerial and substantial costs to satisfy the lmplementation Schedule; (d) such cirQumstance is not the direct or indirect result of the breach by such Party of any of its obligations under any of lhe Project Agreements: and (e) such Party has given.the other Party notice in accordance wilh Section 17.2(a).
17.2 Responsibilities of the Parties Durinq Event of Force Maieure.
(a) lf either Party desires lo invoke an Event of Force Majeure as a cause for delay in lhe performance of any obligation hereunder, it shall advise the other Party in writing of the date of commencement of such Event of Force Majeure, the nature and expected duration thereof and the actions to be taken in order to comply with requirements of this Article 17 (Force Majeure): provided, that such notice must be sent by such Party not laler than ten (10) Days after the date on which such Parly tirst had knowledge of the effect of such Event of Force Majeure.
lf a Party does not deliver such nolice in accordance with the terms hereof, such Party shall not be entitled to invoke the benefits ofthis Article 17 (Force Majeuro).
(b) The Parties (i) (ii) shall make all reasonable endeavours to prevent and reduce to a minimum and mitigate the effect of any delay occasioned by any Event of Force Majeure including recourse to altemate sources of services, equipment and materials and construction equipmenti and shall make all reasonable endeavours to ensure resumption of normal performance of this Agreement after lhe termination of any Event of Force Majeure and shall otherwise perform their obligations as herein agreed to the Legao1 143705403v3ort JG1 l 27 maximum of their ability (c) (d) Within three (3) Days following knowledge of the termination of any Event of Force Majeure, the Party having invoked such Event of 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 of the obligations of such Party under this Agreement.
With respect to the Company only, if an Event of Force Majeure occurs that affects the Company, such event may be invoked only with respect to any part of the Plant affected by such event and not with respect to any other part of the Plant not so affected.

17.3 Events of Natural Force Maieure or Events of Political Force Maieure.

Events of Force Ma.ieure shall consist of "Events of Natural Force Maieure" and "Events of Political Force Majeure".
(a) "Events of Political Force Majeure" means (i) (ii) acts of war (whether declared or not), invasion, armed conflict, act of foreign enemy or blockade in each case occuning within or involving Sierra Leone; acts of rebellion, riot, civil commotion, strikes of a political nature, act or 'campaign of terrorism, or sabotage of a political nature in each case occurring within Sierra Leone; (iiD a Change iil Law; (iv) (v) (vi) Transmission System Force Maieure (with the exception of a Transmission System Force Maieure evenl pursuant to Section 17.3(bxvi)); action or failure to act by a Governmental lnstrumentality, including any Governmental Authorisation (i) ceasing lo remain in full force and effect or (ii) not being issued or renewed upon application having been properly made; and boycott, sanction or embargo imposed directly by the government of the country from which either the solar PV panels or inverters will be supplied during the period up to and including but not after the Commercial Operation Dale on Sierra Leone.
(b) "Events of Natural Force Majeure" means those Events of Force Majeure not constituting Events of Political Force Majeure, including, but not limited to: (i) .lightning, fire, earthquake, tsunami, unusual flood, storm, cyclone, typhoon, tornado or other natural calamity or act of God; (iD epidemico..plague; (iii) strikes, works to rule or go-slows (other than by employees of the Party L€gal01#,l37054O3v30ftJG1l .
claiming the same as an Evenl of Force Majeure or of any shareholders of such Party, or by employees of any direct or indirect affiliate, parent or subsidiary of any shareholder of such Party); (iv) accidents or explosions; and (v) Transmission System Force Majeure as to which the action or inaclion of a Govemmental lnstrumentality of Sierra Leone is not the controlling or contributing force that caused the occurrence of such event.
17.4 Effect of Events of Force Maieure - Relief from liabilitv and extensions of time.
(a) Subject to Section 17.2, on the occurrence and during the continuance of an Event of Force Maieure: (i) (iD neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay in performance has been caused or contributed to by one or more Events of Force Majeure Event; any time limit or deadline for the performance by the Company of its obligations under this Agreement which are affected by such Event of Force 'Majeure shall be extended by one Day for each Day that the Company is unable to comply, or is delayed in complying with its obligations under this Agreement as a result of such Event of Force Majeure; and (iii) the obligations of the Offtaker shall be suspended to the same exlent as those of the Company.
17.5 Effect of Event of Political Force Maieure - Deemed Net Electrical Enerqv Pavment.
lf the Company is prevented from or delayed in: (a) constructing, testing, commissioning or compleling the Plant; or (b) generating, or delivering Net Electrical Energy from the Plant to the Offtaker, as a result of, or as a result of the effects of, an Event of Political Force Majeure, then for each Day that such Event of Political Force Majeure Event is continuing, the Offtaker shall pay for the Deemed Net Electrical Energy Payment in accordance with the terms of Appendix C (Calculation of Payment).
17 .6 Effect of Natural Force Maieure - Extension of the Term lf an Event of Natural Force Majeure occurs after the Commercial Operation Date, the Company shall be entitled lo an extension to the Term of one Day for each Day that the Company is unable to comply, or is delayed in complying with its obligations under this Agreement as a result of suclf Event of Natural Force Majeure.

Leqalol f 43705403v301IJG 1l 29 17.7 Certain Delavs not Excused.
Notwilhstanding thal an Event of Force Majeure otherwise exists, the provisions of this Article 17 (Force Maieure) shall not excuse: (a) failure of either Party to make any payment of money in accordance with its obligations under this Agreement due to the lack of funds only, including any commercial, econbmic or financial reason, such as, but not limited to, a Party's inability to make a payment or achieve a satisfactory rale of return or changes in market conditions; (b) (c) (d) (e) (0 late delivery of equipment, machinery, plant or materials caused by negligent acts or omissions on the part of the Company or any Contractor; late performance by the Company or any Contractor caused by the Company's or such Conlractor's failure to engage qualified subcontractors and suppliers or to hire an adequate number of personnel or labour; mechanical or electrical breakdown or failure of equipment, 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 perform any of its obligations under this Agreement or the EPC Contract in accordance with the requirements thereof prior to the occurrence of an Event of Force Majeurei or delays resulting from reasonably foreseeable unfavourable weather or reasonably foreseeable unsuitable ground or sea conditions or other similar reasonably foreseeable adverse conditions.
18 ARTICLE 18 - INCREASED COSTS 18.

'l Consequences of Event of Political Force Maieure.
lf the Company believes that an Event of Political Force Majeure or other event or circumstance stipulated in Sections 3.4 and 5.3(b) has occurred that will result in lncreased Costs, the Company shall promptly deliver to the Offtaker a notice identifying such Event of Political Force Majeure or, as the case may be, other event or circumstance, and the lncreased Costs that have resulted from such Event of Political Force Majeure, or, as the case may be, other evenl or circumstance, subject in any event to the obligation of the Company hereunder to minimise such lncreased Costs in accordance with Good Utility Practice.
The Company may from time to time deliver to the Offtaker additional notices with respect to any such Event of Political Force Majeure or, as the case may be, other event or circumstance, identifying additional lncreased Costs that have resulted or are reasonably expected to result from such Event of Political Force Majeure or, as the case may be, other event or circumstance; provided, that any such additional notice shall be given not later than twelve (12) months after the Company knew of or should have known of such additional lncreased resulting from the occurrence of such Event of Political Force Majeure or, as the case may be, other event or circumstance.
'18.2 Procedure.

(a) Within seven (7) Days following the receipt of any notice specified in Section 18.1 or Legal0l#43705403v30[I JG 1 I 30 in Sections 3.4, or 5.3(b), as applicable, the Parties shall meet at the offices of the Offtaker to discuss the subject matter of such notice.

lf within fourteen (14) Days after the commencement bf such discussions, either Party disputes any of the contents of the notice, such dispute shall be submitted to an Expert.
The Parties shall use their best endeavours to cause the Expert to render his determination not later than forty- five (45) Days after being appoinled.
To the extent that a claim for lncreased Costs resulting from the occurrence of an Event of Political Force Majeure or, as the case may be, other event or circumstance, is not disputed or has been allowed by the Expert, the appropriate components of the Price shall be adjusted so as: (i) to ensure that the Company has the same net, after- tax economic return as if such lncreased Costs had not been incurred, and (ii) to be retroactive to the date upon which such lncreased Costs were.
lf within forty-five (45) Days following the allowance of or agreement upon any claim for lncreased Costs, the Parties are unable to agree on the adjustment of the Price, the dispute regarding such adjustment shall be referred to an Expert.

The Parties shall use their best endeavours to cause the Expert to render his determination not later than forty-five (45) Days after being appointed.

(b) (c) 18.3 Aqqreqation of Claims.


For purposes of this Article 18 (lncreased Costs) the Company shall not be entitled to assert any claim for lncreased Costs until such time as all clalms of the Company under Section 18.2 exceed the equivalent of $a00,000 (three hundred thousand US Dollars) in the aggregate during the Term, atwhich time all such claims of the Company may be asserted.

19 ARTICLE 19.

TERMINATION 1 9.1 Companv Event of Default.
Each of the following events shall be a Company Event of Default (a) (b) (c) the failure of the Company to achieve the Commercial Operation Date on or before three hundred (300) Days after the Scheduled Commercial Operation Date which default is not remedied within sixty (60) Days after notice from the Offtaker to the Company demanding remedy thereof; the revocation, due to the act, omission or default of the Company, of the generation license or relevanl environmental approval issued by a Governmental lnstrumentality and required to be obtained and maintained by the Company in order that it may operale the Plant in accordance with the Laws: the occurence of any of the following events: (D (ii) the passing of a resolution for the bankruptcy, insolvency, winding up, liquidation oJ, or other similar proceeding relating to the Company; the appointment of a trustee, liquidator, custodian, or similar person in a proceeding referred to in Section 19.1(cXi), which appointment has not been set aside or stayed within sixty (60) Days of such appointment; Leganli43705403v3o[I JG1 I 3'r (iiD the making by a court having jurisdiction of an order winding up or otherwise confirming lhe bankruptcy or insolvency of the Company, which order has not been set aside or stayed within sixty (60) Oays; or (d) the Dreach by the Company of any of its material obligations under this Agreement (other than any such breach referred to in Sections 19.1(a) (or (bxd)) which is not remedied within sixty (60) Days after notice from the Offtaker to the Company stating lhat such a breach has occurred, identifying the breach in question in reasonable detail, and demanding remedy thereof.
provided that, in the case of any Event of Default referred to in Sections 19.1(a) or (b), if, notwithstanding the exercise of reasonable endeavours by the Company, such default cannot be cured within sixty (60) Days after notice from the Offtaker, the Company shall be afforded a further period of sixty (60) Days within which to cure such default; provided always that the Company shall throughout such further sir:ty (60) Day-period, exercise reasonable continuous efforts to cure the default.
19.2 Ofltaker Events of Default.
Each of the following events shall be an Offtaker Event of Default: (a) the failure by the Otftaker to make any payment of any lnvoice, thirty (30) Oays after it has become due and payable unless such payment is made by way of a claim under any Letter of Credit or out of the funds in the Escrow Account' (b) (c) the occurrence of a Govemment Oefault: the occurrence of any of the following events (D (ii) (iiD the wilful alteration of or tampering by the Offtaker or its employees or agents with the Project or Transmission System without the prior written consent of the Company, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Offlaker uses its best endeavours to provide the Company with advance notice of the need for such actions: any material breach by the Oftaker of any representation, warranty or covenant in this Agreement; or the expropriation or compulsory acquisition of the Site (including repudiation of the Land Agreement by the lessor), the Plant, or any material portion thereof, that materially and adversely affects the operation of the Plant or any material asset of the Company, or any shares or other interest in the Company.
The Parties agree and ackrpwledge that the Offtaker Events of Default constitute material defaults for the purposes of Section 20 of the PPP Act 2010.

Legal01fl 43705403v301TJG I I 32 I 9.3 Termination for Non-Fulfilrient of itions Precedent to Closinq Date.

The Company or the Offtaker may terminate this Agreement by giving written notice to the other Party -if any condition precedent to the Closing Oate has not been satislied by 31 Oecember 2015 unless extended by the mutual agreement of the Parties.
Upon the delivery of such notice of termination, this Agreement shall terminate on the date specified in such notice.
'ts.4 ination u n Com h,nr, ^" r)l+rrkar F u It Upon lhe occurrence of a Company Event of Default, or an Offtaker Event of Oefault, the following procedure shall apply: (a) (b) (c) ln respect of an Offtaker Event of Default or a Company Event of Default, the Party that is not the subject of such Event of Default, may give a notice (the "Termination Notice") to the other Party, specifying in reasonable detail the Company Event of Default, or the Offtaker Event of Default as the case may be, giving rise to such Termination Notice, and the date on which the Party giving such Termination Notice proposes to terminate this Agreement, which date sha,l not be less than thirty (30) Days after the date of such notice (or such longer period as may be provided herein).
During the period of thirty (30) Days (or such longer period as may be provided herein and set forth in the Termination Notice or as lhe Parties may otherwise agree) following the giving of such Termination Notice (the "Cure Period"), the Padies shall consult as to what sleps shall be taken with a view to (i) mitigating the consequences of and (ii) curing such Company Event of Default or the Offtaker Event of Default.
At the expiry of the Cure Period, if the applicable Company Event of Default or the Otftaker Event of Default has not been cured and the Parties have not agreed to extend the Cure Period, lhe Party having given the Termination Notice may terminale this Agreement by giving written notice lhereof to the other Party, whereupon this Agreement shall terminate on the date specified for termination in such notice or such later date as the Parties shall have agreed and Section 19.7 shall apply.
19.5 Termination upon Prolonqed Event of Force Maieure.

(a) (b) The Company or the Offtaker may terminate this Agreement on the occunence of a Prolonged Event of Nalural Force Majeure or a Prolonged Event of Political Force Majeure; provided that, if the Offtaker elects in such event to continue paying the Deemed Net Electrical Energy Payment determined in accordance with Appendix C (Calculation of Payment), then the Company shall not have the right to terminate lhis Agreement.
lf a Pa'rty has the right to terminate this Agreement pursuant to this Section 19.5, it may give notice to the other Party specifying the date on which the party giving such notice proposes lo terminate this Agreement, which date shall not be less than sixty (60) Days after the.date of such notice.
Upon the occurrence of such date, subject to the satisfaction of any payment or performance obligations pursuant lo the provisions hereof, this Agreement shall terminate unless the Parties have agreed to extend such date.

LegalOl#43705403v3of JGl I 33 '19.6 Termination upon Expiration of Term.

(a) (b) Unless terminated earlier in accordance with the provisions of this Agreement, this Agreement shall terminate on the last Day of the Term.
Unless the Offtaker elects in writing to the contrary the Company shall upon the last Oay of the Term transfer its rights, title and interest in and to the Plant and the Site to the Offtaker (or any person nominated by the Offraker for no additional payment in accordance with the provisions of Section 18.9.

19.7 Consequences of Termination.


(a) (b) ln the event of termination of this Agreement for a Company Event of Default, Offtaker Event of Default, Prolonged Event of Natural Force Majeure or Prolonged Event of Political Force Majeure, lhe compensation provisions of the lmplementation Agreement shall apply.

ln the event of a termination of this Agreement due to the failure of the Closing Date to occur as specified in Section 19.3, neither Party shall have any liability to the other Party.
lf either Party elects to terminate lhis Agreement as provided above, it shall do so by giving notice thereof to the other Party.

The lransfer (if applicable) of the Project by the Company and the purchase thereof by the Offtaker (if applicable) shall be completed within sixty (60) Days after re,ceipt ot such notice unless otherwise agreed by the Parties.

'19.8 Other Riqhts and Remedies.
Article l9 (Termination) sets forth the sole and exclusive grounds upon which either Party shall be entitled to terminate this Agreement, provided that upon the breach by either Party hereto of any covenant or waranty hereunder, the Party damaged by any such default or breach may, in its sole discretion, in addition to exercising any other remedies provided for hereunder, proceed in accordance with Article 22 (Dispute Resolution) to protect and enforce its rights, to recover any damages to which it may be entitled (including all costs and expenses reasonably incurred in the exercise of its remedy), or to seek specific performance by the other Party of such other Party's obligations under this Agreement.
19.9 Transfer of the Plant lf the Company's right, title and interest in the Project is required to be transfened to the Offtaker (or any.person nominated by the Offiakeo pursuant to this Agreement the Company shall transfer to the Offtaker, free and clear of all Liens, all of the Company's rights, title and interests in the Project and the Site, including, insofar as lhey are part of or used in the Project, all of the Company's right, title and interest in: (a) (b) (c) all raw materials, consumables and spare parts; all tangible personal property; all intangible personal property, including patents, patent licenses, patent applications, trade names, trademarks, trademark registrations and applications therefor, L€9a101 rq3705403v30[f JG 1l 34 tradesecrets, copyrights, know-how, secret formulae and any other intellectual property rights; (d) all buildings and lixtures; (e) (0 (s) (h) computerised and non-computerised copies of this Agreement, in respect of the Company's right, title and interest in the Project; and records, reports, data, files, and information; all drawings, test results, and documents relating to the Project; all warranties of equipmenl, materials and work; and all contract rights and insurance policies; all work in progress under contracts with vendors, suppliers, contractors and subcontractors; and all rights with respect to any insurance proceeds payable to or for the account of the Company, but unpaid at the date of termination of this Agreement, in respect of the Company's right, title and interesl in the Project, Provided that, in all cases it shall not be obliged to make any such transfer until all payments owing to the Company pursuant lo this Agreement or the lmplementation Agreement have been made.
20 ARTICLE 20.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Offlaker as of the Effective Date and as of the Closing Date as follows: 20.1 Power.

Authoritv.

No Contravention.

(a) (b) (c) The Company is duly organised, validly existing and in good standing under the Laws of Sierra Leone and has the right, power and authority to enter into lhis Agreemenl and to perform in all material respects its obligations hereunder.
The execution of, delivery of and performance under this Agreement by the Company have been duly authorised by all necessary corporate action of the Company, and this Agreement constitutes the valid, binding and enforceable obligation of the Company, except as the enforceability lhereof may be limited by bankruptcy, insolvency, reorganisation, moratorium, other similar laws now or hereafter in effect relating to or affecting'credito/s rights or the relief of debtors generally and by general principles of equity and public policy and the discretion of the court before which any proceeding therefor may be brought, whether enforceability is considered in a proceeding in law or equity.
Every consent, approval, authorisation or order of any Governmental lnstrumentality or third party required with respect to lhe Company in conneclion with its execution and delivery of, and performance of its obligations under this Agreement has been obtained other than those which are not required at the time this representation is made or deemed to be repeated.
Legalor [43705403v30[tJG1 ] 20.2 Litioation (a) (b) There is no pending or, to the best of the Company's knowledge, threatened, aclion, suit, invesligation, arbitration or other proceeding that would impair the ability of the Company to perform its obligations under this Agreement.
To the best of the Company's knowledge, there are no writs, judgments, injunctions, decrees or similar orders of any Governmental lnstrumentality outstanding against the Company which would materially adversely affect its occupancy, use, operation or maintenance of the Site.

20.3 No Conflicts.

Violations or Breaches.


The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations under this Agreement do not and will not violate, conflict with or result in a breach of any decree, memorandum and/or Articles of incorporation, charter, bylaw, Law, Contract or obligation to which the Company is a party or by which the Company or any of its properties are bound.
20.4 No Asents No agent, broker or finder has been engaged by the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement.

lf any Claim for any agent's, brokeis or finde/s fees or commissions is asserted in connection with the negotiation, execution or consummation of this Agreement or of any of the transactions contemplated hereby through the Company, then the Company shall protect, indemnify, hold harmless and defend the Offtaker from and against such Claim.
20.5 ContinuinqWarranties.

The warranties in Sections 20.1 to 20.4 to above shall be deemed to be repeated by the Company on and as of December 31 of each year during the Term as it made with reference to the facts and circumstances on such date.

The Company shall promptly notify the Offtaker in writing if any of the warranties given by it in Sections 20.1 to 20.4 ceases to be true in any material respect.
20.6 No Breach Section 19.7 hereof is intended only as a provision for the notification of information by the Company to the Offtaker, and any breach by the Company of its obligations under Seition 20.5 hereof shall not in any circumstances constitute a Company Event of Default pursuant to Section 19.1 or otherwise constitute a breach by the Company of this Agreement.
21 ARTICLE 21 - REPRESENTATIONS AND WARRANTIES OF THE OFFTAKER The Offlaker hereby represenls and warants to the Company as of the Effective Date and as of the Closing Date as follows: 21 1 Power and Aulhoritv.
(a) The Offlaker is duly organised, validly existing and in good standing under the Laws of Sierra Leone and has the right, power and authority under the Law to enter into this LegalOl #43705403v30[tJG1 ] 36 Agreement and to perform in all material respects its obligations hereunder (b) (c) The execution of, delivery of and performance under this Agreement by the Offtaker will on the Closing Date have been duly authorised by all necessary corporate action of the Offtaker, and this Agreement will on the Closing Date constitute the valid, binding and enforceable obligation of the Ofnaker, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganisation, moratorium, other similar laws now or hereafter in effect relating to or affecting credito/s rights or the relief of debtors generally and by general principles of equity and public policy and the discretion of the court before which any proceeding therefor may be brought, whether enforceability is considered in a proceeding in law or equity.
Every consent, approval, authorisation or order of any Governmental lnstrumentality or third party required with respecl to the Offtaker in connection with its execution and delivery of, and performance of its obligalions under, this Agreement will on the Closing Oate have been obtained other than those which are nol required at the time this representation is made or deemed to be repeated.
21.2 No Aqents No agent, broker or finder has been engaged by the Offtaker in connection with the transactions contemplated by this Agreement.

lf any Claim for any agent's, broker's or finder's fees or commissions is asserted in conneclion with the negotiation, execution or consummation of this Agreement or.of any of the tansactions contemplated hereby through the Offiaker, then the Offlaker shall protect, indemnify, hold harmless and defend the Company from and against such Claim.
21.3 ContinuinqWarranties.

The warranties in Sections 2'1.

'l and 21.2 above shall be deemed to be repeated by the Oftaker on and as of December 3l of each year during the Term as if made with reference to the facts and circumstances on such date.

The Offtaker shall promptly notify the Company in writing if any of the warranties given by il in Sections 21.1 and 21.2 cease to be true in any material respect.

21.4 No Breach.
21.4 No Breach.

Section 21.3 hereof is intended only as a provision for the notification of information by the Ofitaker to the Company, and any breach by the Offtaker of its obligations under Section 21.3 hereof shall not in any circumstances constitule an Offtaker Event of Default pursuant to Section 19.2 or otherwise constitute a breach by the Offtaker of this Agreement.

22 ARTICLE 22 - DISPUTE RESOLUTION 22.

'l Neootiations.
'l Neootiations.

(a) The Parties hereto agree to attempt to resolve any dispute, conlroversy, difference or claim ("Dispute") between lhem in connection with this Agreement promptly, equitably and in a good faith manner.
To this end, each of the Parties shall designate in writing to the other Party from time to time a representative who shall be authorised to resolve by an agreement between them any Dispute in connection with this Agreement and, unless otheMise expressly provided herein, to exercise the authority of such Party lo reach such an agreement.
LegaPif 43705403v3ofIJGl l (b) lf any Dispute is not resolved between the Parties pursuant to this Section 22.1 within thirty (30) Days from the date on which one Party receives written notification from the other Party that a Dispute exists in connection with this Agreement, then such Dispute shall be settled exclusively and finally by arbitration in accordance with Section 22.2.
22.2 Recommendation bv Expert (a) (b) (c) (d) Any Dispute subject to this Section 22.2 shall be referred to an expert for a recommendalion in accordance with the following provisions: The expert shall have demonstrated expertise in the area to which such Dispute relates and shall not be an agent, employee, or contraclor or a former agent, employee, or contractor of either Party (lhe "Expert").
The Party initiating submission of lhe 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, notify the initiating Party whelher such person is acceptable.
lf the Party receiving such notice fails to respond or notilies 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.
lf the Parties fail to meet or are unable to agree at the end of such lifteen (15) Day period, either Party may request the lnternational Chamber of Commerce to nominale the expert, and such person so nominated shall bd the Expert for the purpose of resolving the Dispute.
Consideration of the Dispute by an expert shall be initiated by the Party seeking consideration of the Dispute by the Expert submitting within ten (10) Business Days of the appointment of the Expert to both the Expert and the other Party written materials setting forth: (i) (ii) (iii) its description ofthe Dispute in reasonable detail; a statement ofthe initiating Party's position; and copies of records supporting the initiating Party's position (e) Within tdn (10) Business Days of the date that a Party has submitted the materials described in the preceding sentence, the other Parly may submit to the Expert and to the initiatlng Party: (i) (ir) .
its description ofthe Oispute in reasonable detail; a statement ofthe responding Party's position; and (iiD copies of any records supporting the responding Party's position (0 ln addition to the material provided to the expert by the initialing party, the Expert shall consider any such information submitted by any responding party within such ten (10) Business Day period and, in the Expert's discretion, any additional information submitted by either Party to the Expert (with a copy to the other party) at a later date.
Legalo1 1437054O3v30rruG1l 38 (s) (h) (i) o Each Party shall designate one person knowledgeable about the issues in dispute who shall be available 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.
Except as provided in Section 22.2(i) oF this Agreement with respect to the payment of costs, the proceedings under this Section 22.2 shall be without prejudice to either Party and any evidence given or statements made in lhe course of lhis process may not be used against a Party in any other proceedings, including an arbitration proceeding under Section 22.3 of this Agreement.
The process under lhis Section 22.2 shall not be regarded as an arbitration, and the laws relating to commercial arbitration shall not apply.

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 Section 22.21el.
lt 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 concerning the Dispute, the Parties shall review and discuss lhe recommendation with each other in good faith for a period of ten (10) Days following delivery of the recommendation before proceeding with any other actions.
The costs of engaging an expert shall be borne equally by the Parties, and each Party shall bear its own costs in preparing materials for, and making presentations to, the Expert.

22.3 Arbitration.
22.3 Arbitration.

(a) (b) (c) (d) It is specifically understood and agreed that any Oispute in connection with this Agreement that has not been resolved between the Parties pursuant to Section 22.1 ot 22.2 hercot may be submitted to arbitration inespective o, 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.

Each arbitration between the Parties shall be held and finally settled in the City of London, England and shall be conducted pursuant to the Rules of Arbitration of the lnternational Chamb6r of Commerce ("lCC Rules") in force when the arbitration commences.
The .arbitration shall be conducted before an arbitral tribunal (the "Tribunal") composed ofthree (3) arbitrators.

Each Party shall nominate an arbitrator, and the two Party-appointed arbitrators shall jointly nominate the third (who shall be the chairperson) within thirty (30) Days affer the confirmation of the second arbitrator, failing which the chairman shall be appointed by the Secretary General of the ICC lnternational Court of Arbitration (the "lCC").
Any arbitration commenced hereunder shall be completed within two hundred forty (240) Days of the appointmenl of the Tribunal absent agreement of the Parties to such arbitration.

The Parties shall be entitled to discovery of documents only upon a finding Legalol#43705403v30[ruG 1 | 39 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 of punilive, exemplary or statutory damages in excess of compensalory 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 (r'.e.

not subject to appeal), and the Parties agree that an arbitralion 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.

Only Persons who are engineers, altorneys, Iinancial advisors, former judges, managers, executives and other professionals with technical or legal experience related to the design, construction, financing, ownership, operation and/or maintenance of power generation facilities shall be appointed as arbitrators.
No arbitrator shall be a present employee or agent of, or consullant or counsel to, either Party or any Afliliate of either Party or a national of a state with which the domicile of any Party does not maintain diplomatic relations.

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 certilied English translation.
The Parties shall each pay one-half of any advance on costs set by the lCC.

The Tribunal shall 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.
(e) (0 (s) 22.4 ContinuedPerformance During the pendency of any arbitration (a) the Company shall continue to perform its obligations under lhis Agreement to, among other things, provlde the Net Electrical Energy; (b) the Offlaker shall continue to pay all amounts when due, in accordance with Article 9 (Billing and Payment): and (c) neither Party shall exercise any other remedies hereunder arising by virtue of the matters in dispute.

23 ARTICLE 23 - MISCELLANEOUS 23.1 Notices.
Any notice or other communication from one Party to the other Party which is required or permitted to be made under the provisions of this Agreement shall be (a) made in the English language, (b) made in writing, (c) delivered personally (by hand delivery or by courieo to the address of the other Party which is shown below or to such other address as the other Party shall by notice require and (d) marked for the attention of the person(s) designated below or lo such other person(s) as the other Party shall by notice require.
Any notice or other communication made by one Parly to the olher Party in accordance with the foregoing provisions of this Section 23.1 shall be deemed to be received by the other Party, if delivered by hand or by courier, on the Day on which it is left at that Party's address, or if sent by facsimile transmission, on the next Business Day following the Day on which it is sent to that Party's address.
lf to the Company, to: Africa Growth & Energy Solutions Ltd (trading as Solar Era) LegalOl#43705403v30[tJG1 | 40 Building 3 North London Business Park Oakleigh Road South London N11 'l GN Attention: The Directors lf to the Offtaker, to: The Ministry of Energy of Siena Leone 4h Ftoor, Electricity House Siaka Stevens Street Freetown, Siena Leone Attention: Hon.
Minister of Energy 23.2 Entire AoreemenL This Agreemenl constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and the transactions contemplated herein, and any and all previous understandings, proposals, negotiations, agreements, commitments and representations, whether oral or written, are merged herein and are superseded hereby.
23.3 Waiver Any lerm or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by both Parties.
The failure or delay of either Party lo require performance by the other Party of any provision of this Agreement shall not affect its right to require performance of such provision unless and until such performance has been waived by such Party in wfiting in accordance with the terms hereof.
No waiver by either Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of lhis Agreement on any future occasion.

All remedie.s, either under this Agreement or by Law or otherwise afforded, shall be cumulative and not alternative.

23.4 Amendment.

No modification or amendment of any provisions of this Agreement shall be valid unless it is in writing and signed by both Parties.
23.5 No Third Partv Beneficiarv.

The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties hereto to confer third-party beneficiary rights upon any other Person.

Legalo1 t437054o3v30lruG1] 41 zt [!cf .t]ot^eorsol.sr#!
olE6e l 'luauJaaJOV srql Japun pauulrad suOrsse pue 'sa^rleluosardaJ le6el 'sjossacans a^rpadsal ,taql pue I ol sarued eql ]o luauaq eql ol ajnul I se'luauaalEv srqt pue uodn outputq eq lleqs'aull ol au]u uloJj papuaule aq ^eu, luauoal6v aql pue pro pue llnu srql lo qcBarq lelaleu s ur aq ol pauaop aq lleqs Fruaap aq lleqs 'uomaho pllen e saleu Jaleuo aql qclqiy\ ol 'lorluoc to aouetlc ro luauruolsse 'uo[e^ou 'Jolsuejl 'sles Aue 'luauaarov srql ]o sasodind arll JoJ ^ueduJoS (,uorgcafqg p!le^, e 'raqlaool 'uo4calqo uepurrr sr ur ourlcaho Jol spunoro oql lno slas l!
(!

!l) Outlrorvr uro.4 auoa-l eJrars ro luaurula^og aql ue sr pue :auoa'l eratg 'utqlrvr 6ur4rolr lueduoc e Outuruo.lo 'uqqyr* pelrqrqo;d uoqesrue6:o ll prrql pasodo.rd aql teLll 'a^ojd um pue 'sa^arlaq ^q ^Ued ^lqeuosea.r :tesodoJd s,^uEduroC aql our^raoal lo sIeO Oe urqlr!\ ec[ou ualu/r\ Iq os saop I (r!)

(!)
:suoupuoc oum olloJ aql uo lesodoid e qcns o1 palqo,(1uo Aeu.la1e1g6 aql lolluo3 ur aoueqg :o luauruorsse 'uoqe^ou 'Jalsue4 'alps pasodord Jo ere/v\e 6urtrocaq lr uodn Ja)ieUjO aql IJ[ou lsnu {ueduo3 aqt (e)9 eZ uo[3as ol palqns ^ue ',(ueduo3 aq11o luasuo, oql lnoql/r\ luauraar0V srql ur slsaralur sI ale^ou -ro u6sse 'relsuerl 'llas ol pauuJad lou sr raIeUlO aql 'fl,02 pV drrlsreuupd alp^r.rd ortqnd aql jo sasodrnd aql rol 9 €Z uorpas s[.ll paleldualuof, luaLuuorsse Jo ralsuerl r(ue ol luesuoc uaulr^l roud sI ua^r6 seq I luauaarov srql ouruors Iq leql ssopapr\oulcE raIeUlO aql pue ^q 'IueduroC aql Jo luadold lenpallelur pue Ipadold elqea^ou aql (!^) .
]o :als aql uo palenlrs atqe^ouur aql (^) ^uadord :aIS aql (d) :lgatojd aql ol paleleJ luaunoop ro luauJaarOe Jaqlo (!!!)

^ue :tuauraarovUorlelueujeldurlaql (ll) :luauraajov srql (!)

'satye6 6urcueur3 aql lo rno e] u!


'Ilungas lo aql 'sl B-l aq1 qlyvr ecuertdruo9 ur pue lcalord aql ououeug ]o asodJnd aql iol ^ueduoC ,(q u61sse.lo aoreqo leur ^e^ :ur slseralur slr @1ez (a) (p) (r) (q) (e) 23.7 Headinqs The headings contained in this Agreement are solely for the convenience of the Parties and should not be used or relied upon in any manner in the construction or interPretation of this Agreement.
23.8 lnvaliditv The invalidity or unenforceabilaty of any provisions of this Agreement shall be determined in accordance with Section 22 hereof.

The Parties hereby agree to use good faith efforts to negoliale an equitable adjustmenl lo any provisions of this Agreement determined to be invalid or unenforceable with a view toward effecting the purposes of this Agreement, and the validity or enforceability of the remaining provisions of this Agreement shall not be affected thereby.

23.9 Governinq Law.
23.9 Governinq Law.

This Agreement shall be governed by and construed in accordance with the Laws of Sierra Leone.

23.10 Counterrrarts.

The Parties may execute this Agreement in counterparts, which shall, in the aggregate, when signed by both Parties constitute one and the same instrument; and, thereafter, each counterpart shall be deemed to be an original instrument as against any Party who has signed it.

23.1'l Saturdays, Sundays and Holidays.


Whenever the date for the performance of any term, condition, obligation, covenant, agreement or provision required or provided under this Agreement falls on a Saturday, Sunday or legal holiday in Sierra Leone, such date shall be extended to the next succeeding Business Day.

23.12 Consequential Loss.


Neither Party shall be liable tp the other Party for special, consequenlial, or punitive damages or indirect costs or expenses or loss of profits except to the extent expressly provided herein.

23.13 Confidentialitv.
Each Party shall hold, and shall use its best endeavours lo cause its shareholders and Affiliates, to hold, in strict confidence from any olher Person (other than any shareholder, Affiliate or Financing Party) all documents and information concerning the other Party or any of its shareholders or Affiliates furnished to it or its advisors, consultants, contractors or agents by the other Party in connection with this Agreement or the transactions contemplated hereby ("Contidential lnformation"), unless (a) required to disclose any such information by judicial or administrative process (including in connection with obtaining from Govemmental Authorities the necessary approvals of this Agreement and the lransactions contemplated hereby) or by other requirements of Law, (b) disclosed to Persons providing or proposing to provide financing to the Company , (c) disclosed in or pursuant to the offering statement provided to potential investors in the in the Company, as the case may be, (d) disclosed in an action or proceeding brought by either Party in pursuit of its rights or in the exercise of its remedies hereunder, or (e) disclosed in accordance wilh the requirements of any of the Project LegalOl #13705,{O3v30lTJG t I 43 Agreements.
Notwithstanding the foregoing, this Section 23.13 shall not apply to such documents or information that were (i) previously known by the Party receiving such documents or information, (ii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of such receiving Party, or (iii) later acquired by such receiving Party from another source if such receiving Party is not aware that such source is under an obligation to the other Party to keep such documents and information conlidential.
23.14 Required Disclosure.
Any Party required by Law or in the course of administrative or judicial proceedings, to disclose information tbat is otherwise required to be maintained in conlidence pursuant to Soction 23.13, may'make disclosure notwithstanding the provisions of such Section; provided, however, that the Party making the disclosure shall give prior notice to the other Party of the requirement and the terms thereof and shall cooperate to the maximum extent practicable to minimise the disclosure of the information.
The Party disclosing such information shall use reasonable endeavours, at the other Party's cost, to oblain proprietary or conlidential treatment of such information by the third party to whom the information is disclosed, and to the e)dent such remedies are available, shall use reasonable endeavours to seek protective orders limiting the dissemination and use of the information at the other Party's cost.
Moreover, this Agreement does not alter the rights of either Party to obiect to the Law or proceedings requiring the disclosure.

23.15 FurtherAssurances.

The Parties shall at all times do all such further acts and execute and deliver such further deeds and documents as shall be reasonably required in order to perform and carry out the provisions of this Agreement.
23.16 Carbon Credits The Offtaker acknowledges and agrees that all legal title and beneficial rights relating to any certified emission reduction unit or carbon credit unit issued pursuant to Article 12 of the Kyoto Protocol (or any equivalent anangements that come into effect after the date of this Agreement) as a result of this Agreement or the Plant shall belong exclusively to the Company and, iF requested by the Company, the offtaker shall use its best endeavours to assist the Company in the issuance or realisation of the commercial benetit of any unit as described in this Section 23.
'16 which commercial benerit will be allocated equally between the Offiaker and the Company.

23.17 Lanquaoe.

This Agreement is being executed in the English language only and such version shall be the definitive version of this Agreement.

23.18 Sovereiqn lmmunitv.

(a) The Parties unconditionally and irrevocably agree that lhe execulion and performance of this Agreement constitute a private and commercial act.
ln addition, each of the Parties unconditionally and inevocably: (i) agrees that should any proceedings be brought against it or its assets in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, it will not claim immunity trom such proceedings with respect Lcga()1#437054o3v3ofrJc1l 44 to itself or its assets (other than the Protected Assets)i (ii) (iiD (iv) waives any right of immunity which it or any of its assbts (other than the Protected Assets) now has or may acquire in the future whether characterised as sovereign immunity or otherwise in any jurisdiction in connection with any such proceedings including, without limitation, immunity from service of process, immunity from jurisdiction or iudgment of any court of tribunal and immunity from execution of a iudgment; waives any requirement under the State Proceedings Act, 2000 for a Party to give prior notice before commencing proceedings against the Offtaker; and consents generally in respect of the enforcement of any judgement or arbitral award against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including the making, enforcement or execution against or in respect of any assets whatsoever (other than the Protected Assets) inespective of its use or intended use).
(b) The Company hereby inevocably waives any and all rights it may have to enforce any judgement or claim against the Protected Assets with respect to any claim against the Offtaker under this Agreement or any transaction conlemplated by this Agreement.

23.19 Bindinq Effect.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respeclive successors, legal representatives and permitted assigns.
23.20 Publicitv Other than as ordered or required by Law or in the course of administrative or judicial proceedings, or in accordance with the requirements of any applicable stock exchange, neither Party shall issue any press release or make any other public announcement relating to the transactions contemplated by this Agreement without the prior written approval of the other Party as to the contents and the manner of presentation and publication of such press release or public announcement.
23.21 Relationship of the Parties.

This Agreement shall not be interpreted or construed to create an association, joint venture, or pa(nership between the Parties or lo impose any partnership obligation or liability upon either Party.

Neither Party shall have any right, power, or authorily 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.

23.22 Survival.
The covenants and agreements of the Parties contained in Articles 9, '12, 15, 16, 17, 19, 22, and 23 (other than Section 23.6)l hereof shall survive, as the case may be, any termination of this Agreement that occurs prior to the Closing Oate as provided in Secton 19.4 or any termination that occurs prior to lhe expiration of the Term, for a period of two (2) years after such termination or expiration of this Agreement; provided, however, that with respect to the Legalol #43705403v3oFJG1 I 45 confidentiality provisions of Section 23.13, (D either Party shall be entitled to use such information as may be reasonably required in connection with the ownership and operation of the Project by such Parly or such Party's assignee or transferee and (ii) each Party shall continue to be bound by such confidentiality provisions to the extent only that disclosure of any confidential information might have a material adverse effect on the other Party's interests in the Project.
I 23.23 Expenses.

Each Party shall pay its own costs and expenses (including the fees and expenses of its agents, representatives, advisors, counsel and accountants) necessary for the negotiation, preparation, execution, delivery, performance of and compliance with this Agreement.

lN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorised representatives on the date first written above.
The Honourable Minister of Finance and Economic Development for and on behalf of the Government of the Republic of Sierra Leone, acting by the Ministry of Finance and Economic Develop ment Bv: Dr. Kaifala Marah The H Sierra By: Mihister of Energy for and on behalf of the Government of the Republic of ing by the Ministry of Energy Ambassador Olufumi Macauley For and on behalf of the Sierra Leone Electricity Distribution and Supply Authority By: 8 bt t5- Name hlbli f. $' 1e9a101P43705403v3o[TJG1!
46 For and on behalf of Solar Era Holdings By: Name: Title: S-rphr e- S-X'-=ort -l\r r*-!o'z- =:Lq.-- €-tn ' LcaaOl#{3705403v301TJG 1 I 47 Appendix A to Power Purchase Agreement by and between the Offtaker and thB Company Plant Description.

Desiqn Conditions and Technical Data Required Crpacity The rubstetion / rrid caprcity?
Free cap.city at the iniection point VoltaEe reguletion 3y!tem VoltaEe ride-throu;h Re.ctive power capEbility Minimqm power {ictot short circuit retio Frequency ride-thru Frequenay regponre re!ulation Amp rate control Power quality Site Lo.ation for 5MW Plent Bo.Kenem.

5mw 5MW Th.
5mw 5MW Th.

line ir to be .mpty at the E.neration time3, althouth en.rEised with l00KW Minimum 33kv - Maximum 34.5kv (generatinE .t 35kv) Mrintain throuihout at 33kv 1 : Co!, 0.8 0.85 49.5 - 50.5 49.5 -50.5 10.5 voltr - 11 voltr 34kv 7'56 17.868N 11'28 50.364W Altitude:120m ControlSyrtem Sy'tem wlll hav.

.

control lystcm.

Thr .ontrol ryst€m will be rcrd in H:.

Voltrers and ph.ie currentr.

Below / attached herewith (PVSYST V6.06) is the technical plant desion for the 5MW solar PV Dlant.
this is supDlied for indicative pumoses onlv and mav be subiect to chanoe.

LcgaO1r43705,{O3v30flGl I 48 PVSYSTV6.06 1At1'V14 Page 1/3 Grid-Connected System: Simulation parameters Proiect : Geo€r.phic.l Sii.

Situ.tirn Tine d.fned !

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OEITIO gridronnccted .ystcm .t Siera L?o[e S'Erra ltona lslitrde 7.9't{ L€gBl Tm€ Trrl!

zsrE Lr+l AJb.do O20 Co(,nfy Sicn-a ltorE LrEtudc | 1 -5'E Atbtd.

l27m Meteo dala: SLrr.

ltorE Syrttetic ilAS&rSSE sArmc (,3b.


1S3-aXE Simulation variant : llevr simulation vEriant Siraidbn dart l8/1trr4 0!t12O Simulrtixr p.rrl.te rs Colhcto.

Pt ne On.nEtim llod.k u!.d HorLo'l I1... Sh.dng6 PV Arr.y Ch.r.ct risriE l5i5 nt Tr.n!po6no.r Frla tlaizDa No Sh.drgE r.ir /in Difrr;e oi3 gao rbing3 3Ix) Wp 5{,f, }wp (sOC) TIF A 32ct l m?

t000 tw Ac 5fi)O tW AC 0.0 WH(, r/s .r5.c 12 * atsfc 3-0 * o.o * o6trltPP ' o.o5 0.0 $ at STG 0.0 9a :t STC r.0 r isTo Numb.r of PV lnoddls TolJ nwttbc.
d PV riodilct Ar.y glob.l Frtr A.Ey oper.th!

chrr:clerirlics (50i:C, Sirol, odel Meoifrcfuila ln seri6 iS.

n!o*i!t rlorinel (sTC) u mPP Chirscte.irtica frod.l ManiraaJlrr OFrlting Vdtrg.

ET+51it300trw Ef Solr 2onoduhr Io par.

!.| 14800 Unit NsrL Portr 5840 hwp At oper.linq.ond.

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SrIhy Cerk l looof,V-tl{T stttA 45II.82OV Unlt Nom- PoYrer 5 l'lik Tot l PoY r PV Arrey lois f.cb.t Th€rmEl L63 facb.

uc (.dlso 2e.0 Wrffi( => Nomh.l Op.t ColL Tlrnp.

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llilodue Ou.lily L6s Modde lfir.rEtdr t-ossei lrxidcfice dLd ASHRAE p5r€m.t Urlr defirEd pmfih Gbbd !rr.y I!5.

l-l.noam i:llion lA[n - 1-bo(Ucori- l] Uv (wirr) HOCT L015 Fradbo l,os3 F.Edion tor3 Fr.dion Loss Fr.dirfl bo P.r.

tr SFtcm b3r f.ca6r .

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t-dn5fo to injection Eier..l lr.ntfonner G.U Vdr.!.

Mrrt' lrco h65 (24H .drn€rio6) ReidivGrlrdudir bt!.t Unlifled lo.d (gnd) 23lf lO0O m 3r2,l0 mm?
l.osr Fr3dion l,r$ Fra.lion ]-ossFEdion 7sz.gmotrn 72W 1e9a101r,13705403v30[rJG1 t 49 PVSYST V6.06 't}t11n4lP8{le 2R Grid-Connected System: Main results Proiect : Simulation variant : Lh sFb,n paEichrt h/FiCdffiirl Il.

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peda U!€/5 na'rdr M.in sinuLlion Elulls SFtern PrDduclion DElilO grid-rrnnect d slBtcm .t Sierra Leone llew simul.tion y8riint SyCem tyg.
tft llod.l Nb- o, modul.. llodrJ b. of urit5 Udh .d brd (!rio Grid4onn ct d l5i5 .zill h ET-ru723IXIWW Pn rn 180q, PnarHd Suns, CciH lflXllilv- l lJPnqn 5.0 Pnfii tou 0i: 30O wp 5640 kwp I (x)O lW .c 5000 kW .c P.oduc.d En..!y 94al HWlryE r Perfomanc€ Rato PR 8r 2 96 SpEcjEc prod.

167,1 kwh.twplyEar kffi r!.!d!..

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Leonc Prorect : Simulation vaaiant : f:in stE!.tr p:r-n L.e PV Fidd Ori.ntatiql New simulalion vdriant Sldem type tih Nodel Nb, d rlodul.E ilod.l Nb.

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Yrhole t'!.r i 936 rwlrh2 ' 35179 h2 rdr efidl'EY rl STC - t5.45!

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Eniy, lnFctd hto grtd LegalOl f 43705403v30lTJGl I 5'1 trtttrrtttltttll tl I I Appendix B to Power Purchase Agre6ment By and between the Offtaker and the Company Schedule 1 Proiect lmplemontation Schedule ,ur 2015 GoSL z0l6 ln lt .
(oO r.b - Aprll2016 L.gap1r437054o3v30f G1| 52 Appendix C to Power Purchase Agreement by and bstween the Offtaker and the Company Calculation of Payment 1 DEFINITIONS "Meterod Ensrgy'means, in any Billing Period, all the Net Electrical Energy, as is recorded by the Metering System in that Billing Period.
"Deemed Net Electrical Energy" means: (a) (b) before the end of the first Billing Period 786,750 kwh per calendar month; and on and fiom the end of the lirst Billing Period: (i) : (iD the average Metered Energy achieved during the immediately preceding twelve (12) Billing Periods; or if less than twelve (12) months have elapsed from the Commercial Operation Date, the average Metered Energy achieved during such number of Billing Periods as there have been since lhe Commercial Operation Date, provided that, where the period during which the Company would have generated and delivered Net Electrical Energy but for the occunence of an Event of Political Force Majeure or Despatch lnstruction is less than a calendar month, the amount of the Deemed Net Electrical Energy shall be pro-rated accordingly.
"Deomsd Net Electrical Enorgy Payment" means a payment made by the Offfaker in relation to Deemed Net Electrical Energy and which shall be calculated in accordance with this Appendix C (Calculation of Payment).
2 PRICE Subject to the provisions of this Agreement the energy charge expressed in US Dollars per kwh, exclusive of Sierra Leone general sales tax is US Dollars 0.17lkwh (the "Energy Charge") 3 OEEMED NET ELECTRICAL ENERGY The Company shall be entilled to payment for Oeemed Net Electrical Energy in accordance with Section 8.2 or '17.5, as a result of an Event of Political Force Majeure, or in accordance with Section 2.1(b) as a result of being subject to a Despatch lnstruction.
Legalol fr370ta03v3ofruG I I 4 MONTHLY ENERGY PAYMENT AMOUNT ln accordance with the provisions of Article 9, the Onaker shall pay to the Company an amount in respect of the Metered Energy delivered by the Company to the Offtaker at the Detivery Point or the Deemed Net Electrical Energy in any Billing Period, calculated as a product of: 4.1 Energy Charge; and 4.2 lhe Metered Energy and/or Oeemed Net Electrical Energy for that Billing Period, (such amount being the "Monthly Energy Payment Amount").
Legalo1 370sa03v30[ruG1l 54 Appendix D to Power Purchase Agreement by and between the Offtaker and the Company Conditions Precedent to Closinq Date 1.1 1.2 '1.3 the Proiect Agreements have been executed by the Company and the relevant counterparty and are in full force and effect; the Escrow Account has been established and the Escrow Letter has been served pursuant to Clause 6 of the lmplementation Agreementi The receipt by the Company of valid Government Authorisations, or other permiG and consents (including but not limited to a construction permit, or as required, access, work, residence and import permits and an approved environmental impact assessment) which are required by the Company to enable it to begin construction of the Plant; and 1.4 the outbreak ofthe Ebola virus disease existing in Siena Leone at the time ofthe Effective Date is controlled to the reasonable satisfaction of the Company.
rcgal0lf-1370s403v3OfIJG1 l 55 Appendix E to Power Purchase Agreement by and between the Offtaker and the Company Meterinq 1.

Provision of Tariff Metering The melering points to record the kwh exchange between the Plant and the Transmission System shall be as shown in an appropriate diagram provided by the Company.

The cunent and voltage lransformers will measure cunent and voltage on lhe appropriate termination points.
The Metering System, provided by the Company, and the Back-Up Metering System, provided by the Oftaker, will be located within the switchyard in a building housing all marshalling cubicles, control and metering panels and communication equipment.

Any photographic facilities will be provided by the Company as part of the verification process for monthly meter readings.
The Metering System and the Back-Up Metering System shall be compliant to a mutually agreed international standard providing a measured accuracy of !0.2o/o, and confirming with IEEE latest version standard protocols 2 Testing 2.

1.

The calibration of meters will be checked lo ensure that the accuracy remains within the specif;ed limits.
The method of calibration and frequency of tests will be agreed between the Company and the Offtaker based on knowledge of the performance and the design of the installed meters and the manufacturers' recommendations.

2.2.

Compensation will be made for the errors of cunent and voltage transformers in the meter calibralion or during the computation of records.
Cunent and voltage transformers will be tested for ratio and phase angle errors following manufacture at an accredited testing station in the presence of representatives from the Company and the Offlaker.

Test certilicates issued by the testing station will be issued independently to both Parties.
Testing and calibration of the Metering System and the Back-Up Metering System shall be canied out in line with the agreed frequency of tesling or in the event oI either Party having reasonable cause to believe the meters are outside specilied limits.

2.4.
2.4.

Testing and calibration of the Metering System shall be carried out by the Company, at the Company's cost, as set forth in Section 2.3 of this Appendix E. During such tests and calibration the Offtaker shall have the right to have a representative present at all times.
Testing and calibration of the Back-Up Metering System shall be canied out by the Offlaker, at the Omakeds cost, as set forth in Section 2.3 of this Appendix E. During such tests and calibration the Company shall have the right to have a representative present at all times.

2.5 ln case of any dispute regarding calibration: the calibration of both metering systems shall be canied out by a third party agreed upon by both the Ofraker and the Company.

The cost of such work shall be bom equally by the Parties.
Legalo1143705403v30fruG I I Appendix F to Power Purchase Agreement by and between the Offtaker and the Company Commissioninq and Testinq 1 Standards Commissioning and testing will be conducted in accordance with the IEC Standardsl published by the lnternational Electrotechnical Commission of No.

3, Rue de Varemb6, P.O.Box '131 , CH- 121 1 Geneva, Switzerland, which are attached to this Agreement.
As a part of the technical standards for testing the Plant , for the purpose of demonstrating whether or not the Plant satislies the grid connection requirements of the Offlaker, Good Utility Practices will be adopted, which means accepted intemational practices, standards and engineering and operational considerations, including but not limited to, manufacturers' recommendations and the exercise of reasonable skill, diligence, foresight, and prudence that would be exercised or generally followed in the operation and maintenance of facilities similar to the Plant.
2.

Testing Upon completion of construction, the Plant shall be tested by and at the expense of the company as per IEC standards- The Offtaker shall be entitled to wilness testing procedures.

The Parties siall meet and agree to the procedures, standards, prolective settings and a program for thb testing of the Plant.
Testing and calibration of meters, and any verification of meter accuracy, shall be performed pursuant to IEC standards, by either the Offtaker or by a mutually agreed upon qualified independent third party.

The metering equipment shall be tested at least annually, at the Company's expense, in accordance with prudent utility practices.
1 pC azqqa - Gid connected photovoltaic systems - Minimum requiremenls for system documentation, comm,ss,bnlhg lesls and inspection Legal0l#43705,103v30[ruGt I ---:..r---IE!

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