2021-01-15 Din LT OM (Execution Version)

OPERATIONS & MAINTENANCE AGREEMENT
FOR THE PROVISION OF
ELEVEN (11) YEAR OPERATIONS AND MAINTENANCE SERVICES
IN RELATION TO A WIND POWERED POWER GENERATION COMPLEX OF

APPROXIMATELY 50 MW
(INSTALLED CAPACITY)
AT
JHIMPIR, DISTRICT THATTA,

PROVINCE OF SINDH, PAKISTAN
BETWEEN
DIN ENERGY LIMITED
AND
SIEMENS GAMESA RENEWABLE ENERGY (PRIVATE) LIMITED
AND
ORIENT ENERGY SYSTEMS (PRIVATE) LIMITED
DATED: JANUARY _________, 2021
Operations and Maintenance Agreement Page 1 / 106

TABLE OF CONTENTS
1. DEFINITIONS & INTERPRETATION.........................................................................................................5
2. SCOPE OF AGREEMENT........................................................................................................................23
3. RESPONSIBILITIES OF THE EMPLOYER.................................................................................................24
4. RESPONSIBILITIES OF THE OPERATOR.................................................................................................26
5. ASSUMPTIONS AND ASSUMPTION DEVIATIONS...................................................................................42
6. AGREEMENT PRICE AND PAYMENT TERMS.........................................................................................43
7. AVAILABILITY GUARANTEE AND LIQUIDATED DAMAGES.................................................................46
8. OPERATING PERIOD EXPIRY, TERM AND EXTENSION OF TERM.........................................................49
9. DEFAULT, TERMINATION....................................................................................................................51
10. DELIVERY, TITLE TRANSFER AND RISK OF PHYSICAL LOSS..............................................................60
11. INSURANCE COVERAGE.......................................................................................................................62
12. WARRANTY.........................................................................................................................................65
13. LIMITATION OF LIABILITY...................................................................................................................68
14. ASSIGNMENT, SUBCONTRACTING........................................................................................................70
15. FORCE MAJEURE.................................................................................................................................72
16. TAXES AND DUTIES............................................................................................................................77
17. SUSPENSION.........................................................................................................................................79
18. EXTRA WORKS....................................................................................................................................81
19. APPLICABLE STANDARDS & CHANGE IN APPLICABLE STANDARDS AND CHANGE IN LAWS.............83
20. CONSORTIUM EXPIRY..........................................................................................................................84
21. DISPUTE RESOLUTION.........................................................................................................................85
22. CONFIDENTIAL INFORMATION.............................................................................................................86
23. ENVIRONMENT, HEALTH AND SAFETY...............................................................................................88
24. SITE CONDITIONS AND HAZARDOUS SUBSTANCES.............................................................................90
25. INDEMNITIES.......................................................................................................................................91
26. PATENTS..............................................................................................................................................93
27. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS....................................................................94
28. NOTICES..............................................................................................................................................97
29. NOT USED...........................................................................................................................................97
30. THIRD PARTY RIGHTS.........................................................................................................................97
31. NO AGENCY........................................................................................................................................98
32. AMENDMENTS.....................................................................................................................................98
33. INVALIDITY.........................................................................................................................................98
34. EXCLUSIVE RIGHTS AND REMEDIES....................................................................................................98
35. LANGUAGE..........................................................................................................................................98
36. SURVIVAL............................................................................................................................................98
37. INDEPENDENT EXPERT........................................................................................................................99
38. GOVERNING LAW................................................................................................................................99
39. COUNTERPARTS...................................................................................................................................99

OPERATIONS AND MAINTENANCE AGREEMENT
This OPERATIONS AND MAINTENANCE AGREEMENT (this Agreement) is made and entered
into as of this ______ day of January, 2021 by and between:
(1) DIN ENERGY LIMITED, a company duly organized and existing under the laws of
Pakistan, with its registered office located Din House, 35-A/1, lalazar Area, Opposite
Beach Luxury Hotel, M.T.Khan Road, Karachi Sindh, Pakistan (the Employer or the
Owner); and
(2) SIEMENS GAMESA RENEWABLE ENERGY (PRIVATE) LIMITED, a company duly

organized and existing under the laws of Pakistan, with its principal office located at
Plot B-72, Estate Avenue, Sindh Trading Estate, Karachi, Central Sindh 75700
Pakistan (the Operator A); and
(3) ORIENT ENERGY SYSTEMS (PRIVATE) LIMITED, a company duly organized and
existing under the laws of Pakistan, with its principal office located at Plot 9, Sector 24,
Korangi Industrial Area, Karachi, Pakistan (the Operator B),
The Operator A and Operator B are collectively referred to as the Operators and individually
as the Operator; and
The Employer and the Operators are collectively referred to as the Parties and individually as a
Party.
RECITALS
(1) WHEREAS, the Employer wishes to have the Operators perform the Works in relation
to the Facility;
(2) WHEREAS, the Operator A wishes to undertake the scope related to the WTG Works
and the Operator B wishes to undertake the scope related to the BOP Works;
(3) WHEREAS, the Operators are, inter alia, in the business of operating, maintaining and
providing related services for ‘wind turbines’ or ‘balance of plant’, in each case, for
wind power generation projects, such as the Facility;
(4) WHEREAS, the Operators represent that they each possess the requisite expertise,
professional qualification, skills, personnel, experience and technical and financial
resources to perform and execute the Works, to the extent falling under their respective
responsibilities, in accordance with the terms and conditions specified in this
Agreement;
(5) WHEREAS, the Employer wishes to conclude an agreement with the Operators for the
performance of the Works (that are fit for the Intended Purpose) in respect to the
Facility;

(6) WHEREAS, the Parties desire to set forth the terms and conditions under which the
Operators shall perform and the Employer shall pay for the Works; and
(7) WHEREAS, each Operator shall be responsible for its own scope of work in relation to
the Works and shall not be held jointly liable for any breach of obligations under this
Agreement, except as otherwise provided in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the receipt and
sufficiency of which is hereby acknowledged, intending to be legally bound, the Parties agree
as follows:

1. DEFINITIONS & INTERPRETATION
1.1 DEFINITIONS
Capitalized terms used in this Agreement, including the Recitals, shall have the
meanings specified hereunder, unless the context requires otherwise.
2 Year O&M Contract means the agreement dated October 15, 2019 executed
between the Employer and the 2 Year O&M Contractor titled “WP O&M Contract”
including all schedules and annexures attached thereto and such further documents as
may be expressly incorporated into such agreement.
2 Year O&M Contractor means ‘Hydrochina International Engineering Company

Limited’ a company incorporated under the laws of People’s Republic of China with its
registered office located at 9F, Block A, Peking Times Square, No. 103 Huizhongli
Road, Chaoyang District, Beijing 100101, China, through its branch office
‘Hydrochina International Engineering Company Ltd Pakistan’ having its registered
office located at 1900-B, Saima Trade Tower, I.I. Chundrigar Road, Karachi, Pakistan,
and its permitted successors and assigns.
AEDB means the Alternate Energy Development Board, a statutory body corporate
formed under the Alternate Energy Development Board Act, 2010.
Affiliate means, in relation to a Party, an entity (including any corporation, partnership,

limited liability company, association or trust) controlling, controlled by or under
common control of that Party.
Agreement means this Operations and Maintenance Agreement including all

Schedules attached hereto.
Agreement Price means the sum of the following:
(a) Price for WTG Works: being the aggregate of: (i) sum of USD Fixed
Monthly Payments (payable for the WTG Works) for the Operating Period;
and (ii) sum of PKR Fixed Monthly Payments (payable for the WTG Works)
for the Operating Period, as described in Article 6 (Agreement Price and
Payment Terms), as full consideration for the WTG Works to be provided by
the Operator A under this Agreement, excluding any amounts paid by the
Employer to the Operator A for Extra Works; and
(b) Price for BOP Works: being the aggregate PKR Fixed Monthly Payments
(payable for the BOP Works), as described in Article 6 (Agreement Price and
Payment Terms), as full consideration for the BOP Works to be provided by
the Operator B under this Agreement, excluding any amounts paid by the
Employer to the Operator B for Extra Works.
Anemometry System means the system comprising of anemometers, wind vanes,

ancillary equipment and data acquisition and processing software provided and
maintained by the Employer at the Facility for measuring, processing, communicating

and archiving wind speed data in line with Prudent Industrial Practice so as to comply
with the requirements of the Energy Purchase Agreement.
Applicable Laws means, as amended from time to time, all laws (including any Social
and Environmental Law), treaties, ordinances, rules, regulations and orders having
force of law, and any authoritative interpretation of such laws, treaties, ordinances,
rules, regulations and orders issued by a competent court, arbitral tribunal or other
governmental agency that directly or indirectly apply to the Works, in each case, any
supply, service or work related thereto.
Applicable Permits means collectively, the Operator Permits and the Employer
Permits.
Applicable Standards means the standards, requirements and criterion set out in
relation to and as applicable to the Facility, the Works and the performance of the
Works, in each case, as contained in:
(a) this Agreement;
(b) the Applicable Laws;
(c) the Applicable Permits;
(d) [Not Used];
(e) the Prudent Practices;
(f) the Operating Procedures;
(g) the O&M Manuals;
(h) the Equator Principles;
(i) the Project Documents;
(j) the Environmental and Social Standards; and
(k) the Specific Standards,
provided however, in the event of any discrepancy, inconsistency or conflict in the

foregoing, the most stringent standards, requirements and criterion, as contained in (a)
to (k) shall apply.
Assumptions means the assumptions set out in Section 5.1 (Assumptions).
Assumption Deviation means a deviation from one or more of the Assumptions.
Availability Guarantee means the guarantee of the Operators, as set out in Schedule
25 (Availability Guarantee).

Availability Guarantee LDs means the liquidated damages that are payable by the
Operators to the Employer for failure to meet the Availability Guarantee, as more
specifically described and calculated in accordance with Section 7.1 (Availability
Guarantee) and Schedule 25 (Availability Guarantee).
Availability Guarantee LDs Cap means an amount equal to the Agreement Price for
each Operating Year, which is the sum of the Availability Guarantee LDs Cap of
Operator A and the Availability Guarantee LDs Cap of Operator B.
Availability Guarantee LDs Cap of Operator A means an amount equal to the price
of the WTG Works for the relevant Operating Year.
Availability Guarantee LDs Cap of Operator B means an amount equal to the price
of the BOP Works for the relevant Operating Year.
Back-up Metering System has the meaning ascribed thereto in the Energy Purchase
Agreement.
BOP means the equipment and systems of the Facility used in, or in relation to the
production and transmission of electric energy (other than the WTGs and Civil Works)
including but not limited to ring main units, medium voltage switchgear and associated
equipment, high voltage switchgear and associated equipment, low voltage switchgear
and associated equipment, main power transformer, other substation equipment
(including but not limited to any telemetering equipment, telecommunication devices,
data interface for the SCADA System, control and protective devices and safety
equipment) medium voltage transmission line inside the Facility (including but not
limited to buried lines, cable trenches, overhead lines and overhead line towers),
emergency diesel generator, the Anemometry System, the Metering System, the
Facility Monitoring System, the SCADA System and the Seller Interconnection
Facility.
BOP Works means the works to be carried out by the Operator B comprising of: (i)
Operations of the BOP; (ii) Maintenance of the BOP; (iii) Services in relation to the
BOP; (iv) Procurement of Parts, Imported Parts and Consumables in relation to the
BOP; (v) provision of Operators’ Equipment; and (vi) Extra Works.
BOP Unplanned Maintenance Cap has the meaning ascribed thereto in Section
4.1.3.3 (ii).
Civil Works means the WTG foundations and the foundations of all the BOP
equipment and structures, hardstanding, internal road on the Site, the buildings and
other civil works on the Site (including the control room building, sub-station building
and accommodation building), open and closed storage areas and the fencing on the
Site.
Change in Law means:
(a) the adoption, promulgation, repeal, modification or reinterpretation after the

Effective Date by any Public Sector Entity of any Applicable Law of Pakistan
(including a final, binding and non-appealable decision of any Public Sector
Entity); or
(b) the imposition by a Relevant Authority of any material term or condition in

connection with the issuance, renewal, extension, replacement or modification
of any Consent after the Effective Date; or
(c) the imposition by a Relevant Authority of any additional Consent,
that in the case of each of sub-clause (a), (b) or (c) above, being made after the
Effective Date, and affects the Operators in the performance of their respective
obligations under this Agreement.
Coercive Practice means the impairing or harming, or threatening to impair or harm,

directly or indirectly, any party or the property of such party with a view to influence
improperly the actions of a party.
Collusive Practice means an arrangement between two or more parties designed to

achieve an improper purpose, including to influence improperly the actions of another
party.
Commencement Date has the meaning ascribed thereto in Section 8.2 (Term).
Confidential Information has the meaning ascribed thereto in Section 22.1.
Consent means all Employer Permits, Operator Permits, approvals, consents,

authorisations, notifications, concessions, acknowledgements, licences (including the
generation license), permits, decisions or similar items which is or are issued by a
Relevant Authority and which the Employer or any of its contractors are required to
obtain from any Relevant Authority.
Condition Monitoring Services mean the remote monitoring of generator bearings,

main bearing(s), and gearbox through SCADA System based alarms generated by the
Condition Monitoring Equipment.
Condition Monitoring Equipment means the equipment used to monitor vibrations

on the wind turbine generator bearings, main bearing(s) and gearbox.
Construction Contractor means ‘Hydrochina International Engineering Company

Limited’ (a company incorporated under the laws of laws of People’s Republic of
China with its registered office located at 9F, Block A, Peking Times Square, No. 103
Huizhongli Road, Chaoyang District, Beijing 100101, China, through its branch office
‘Hydrochina International Engineering Company Ltd Pakistan’ having its registered
office located at 1900-B, Saima Trade Tower, I.I. Chundrigar Road, Karachi, Pakistan
and its permitted successors and assigns.
Consumables mean the parts and other materials not assigned to any specific part of
the WTGs and/or the BOP and are intended for one-time use, such as grease, cleaner,

miscellaneous small parts, as are set out in Schedule 1 (Consumables), and, without
limitation, are required for the Operations and Maintenance, which, in each case, are in
accordance with the Applicable Standards, and are procured, supplied and transported
to the Site by the Operators pursuant to the terms of this Agreement.
Corrupt Practice means the offering, giving, receiving or soliciting, directly or

indirectly, of anything of value to influence improperly the actions of another party.
Cost means the expenditure reasonably and properly incurred (or to be incurred) by the
Operators, whether on or off the Site, including overheads, insurance and similar
charges.
Defects or Deficiencies mean the Works (or any part thereof) that fail to conform to
the Applicable Standards in any manner (including services, performance, materials,
execution, and/or workmanship in respect of such Works (or any part thereof)).
Despatch Instructions has the meaning ascribed thereto in the Energy Purchase
Agreement.
Disclosing Party has the meaning ascribed thereto in Section 22.1.
Effective Date means the date of signing of this Agreement.
Emergency has the meaning ascribed thereto in the Energy Purchase Agreement.
Employer or Owner means the entity identified as the Employer or Owner in the
Preamble and its legal successors and permitted assigns.
Employer's Representative has the meaning ascribed thereto in Section 3.3.1

(Employer’s Single Point of Contact).
Employer Permits means all authorisations, consents, decrees, permits, waivers,

privileges or approvals required to be obtained by the Employer under the Applicable
Laws of Pakistan for operating the Facility (including the generation license) as set out
in Schedule 13 (Employer Permits).
Employer’s Security Procedure has the meaning ascribed thereto in Section 3.1.4.
Environment means living organisms including the ecological systems of which they
form part and the following media:
(i) air (including air within natural or man-made structures, whether above or
below ground);
(i) water (including territorial, coastal and inland waters, water under or within
land and water in drains and sewers);
(ii) land (including land under water, flora and fauna); and

(iii) cultural heritage and the built environment.
Environmental Claim means any claim by any person in connection with:
(i) a breach, or alleged breach, of any Social and Environmental Law;
(iv) any accident, fire, explosion or other event of any type involving an emission or
substance which is capable of causing harm to any living organism or the
environment; or
(v) any other environmental contamination.
Environmental and Social Standards means the environmental guidelines, the IEE
Report & Approval and/or any other environmental study in each case approved by the
Relevant Authority, the commitments outlined in the Employer’s Environmental and
Social Mitigation and Management Plan dated June 1, 2019 (or any updates to this
plan) and the IFC’s Environmental and Social Performance Standards (2012), the
occupational health and safety standards and/or requirements, the Equator Principles,
the Applicable Standards, and the Pakistan Environmental Protection Act 1997.
Energy Purchase Agreement means the Energy Purchase Agreement dated November
11, 2019 executed between the Employer and the Purchaser.
EPC Contract(s) means, together, the: (i) the agreement titled the ‘Construction
Contract’ dated October 3, 2019 between the Employer and the Construction
Contractor; and (ii) the agreement titled the ‘Equipment Supply Contract’ dated
October 3, 2019 between the Employer and the Equipment Supplier, including, in each
case, all schedules and annexures attached thereto, any amendments thereto (from time
to time) and such further documents as may be expressly incorporated into such
agreements.
EPC Contractor(s) means collectively: (i) the Construction Contractor; and (ii) the
Equipment Supplier.
Equator Principles means the set of principles and guidelines applicable to

environmental and social risk management in project finance lending transactions
known as the “Equator Principles”, promulgated on 4 June 2003.
Equipment Supplier means Hangzhou Huachen Electric Power Control Co., Ltd (a
company incorporated under the laws of People’s Republic of China with its registered
office located at Room 2005, Unit 1, Building 2, Modern Impression Square, Puyan
Street, Binjiang District, Hangzhou, Zhejiang Province, China) and its permitted
successors and assigns.
Extended Availability Guarantee LDs means the liquidated damages that are payable
by the Operators to the Employer for failure to meet the Availability Guarantee, as
more specifically described and calculated in accordance with Section 7.1.3 and
Schedule 25 (Availability Guarantee).

Extra Works has the meaning ascribed thereto in Section 18.1.
Facility means the electricity generating power plant with an installed capacity of 60
MW located at the Site comprising of the WTGs and the BOP.
Fixed Monthly Payments mean the payments payable by the Employer for the Works
as specified in Section 6.1 (Fixed Monthly Payments), as adjusted in terms of the
Indexation Mechanism.
Facility Monitoring System has the meaning ascribed to the term ‘Complex
Monitoring System’ in the Energy Purchase Agreement.
Force Majeure Event has the meaning ascribed thereto in Article 15 (Force Majeure).
Forced Outage or Partial Forced Outage has the meaning ascribed thereto in the
Energy Purchase Agreement.
Fraudulent Practice means any action or omission, including any misrepresentation

that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a
financial benefit or to avoid an obligation.
GOP means the Government of Pakistan.
Goods means the Operators’ Equipment, spare parts and any components or parts
required for the performance of the obligation under the Agreement.
Grid Code means the grid code prepared by the Purchaser and approved by NEPRA
attached as Schedule 4 (Grid Code).
Gross Negligence means a conscious act or omission of a Party (including its

personnel) in reckless disregard of a legal duty (including contractual duty) which
fundamentally or substantially deviates from a diligent course of action and which is in
reckless disregard of, or indifference to, the harmful consequence to the other Party.
Hazardous Substance means any chemical, substance or material that is or becomes

regulated, governed, listed or controlled pursuant to any international, national, federal,
provincial, state or local statute, ordinance, order, directive, regulation, judicial
decision or other legal requirement applicable to the Site or Facility as a toxic
substance, hazardous substance, hazardous material, dangerous or hazardous waste,
dangerous good, pesticide, radioactive material, regulated substance or any similar
classification, or any other chemical, substance, or material, including, without
limitation, petroleum or petroleum-derived products or by-products, regulated,
governed, listed or controlled or as to which liability is imposed on the basis of
potential impact to safety, health or the environment pursuant to any legal authority of
the United States or the country of the Site where Services are to be performed.
IEE Report & Approval means the Initial Environmental Examination Report and the
relevant Environmental Protection Agency’s determination in respect thereof, in each
case, relating to the Project attached as Schedule 5 (IEE Report & Approval).

IFC means the International Finance Corporation.
Implementation Agreement means the agreement so titled dated November 12,

2019and entered into between the GOP and the Employer, attached as Schedule 31
(Implementation Agreement).
Imported Parts mean such part(s), including Spare Parts, that are to be supplied and
transported by the Operators and imported into Pakistan for the Works.
Independent Expert means a person having well recognised qualifications and

experience and not having any commercial or other interests in the Project whatsoever,
capable to decide:
(a) in respect of matters or disputes of a commercial or financial nature, requiring

mutual agreement between the Parties; and
(b) in respect of matters or disputes of a technical nature, requiring mutual

agreement between the Parties.
Indexation Mechanism means the adjustments to the Fixed Monthly Payments as set
out in Schedule 6 (Indexation Mechanism).
Insolvent means, in relation to a Person:
(a) the passing of a resolution by the shareholders of such Person for the winding-
up of that Person;
(b) the appointment of a trustee, liquidator, custodian, provisional manager or

similar person in a proceeding for the winding up or liquidation of such Person
after notice to that Person and due hearing, which appointment has not been set
aside or stayed within sixty (60) days of such appointment;
(c) the order by a court with applicable jurisdiction to wind up or otherwise

confirm the bankruptcy or insolvency of that Person, which order has not been
set aside or stayed within sixty (60) days;
(d) the appointment of a receiver for the whole or substantially the whole of that
Person’s assets; and
(e) any analogous or equivalent proceedings under the law of the jurisdiction in
which such Person is incorporated.
Intended Purpose means, in relation to the Works (or any part thereof) to be
performed by the Operators under this Agreement, such Works shall meet the
Availability Guarantee as further described in the Schedule 25 (Availability
Guarantee) and the Facility shall be fit to generate and export the electricity to the grid
(at the interconnection point) in accordance with this Agreement.

International Health and Safety Standards & Work Practices means those
practices, methods and procedures conforming to the safety, ethical and legal
requirements which are attained by exercising that degree of skill, diligence, prudence
and foresight which would reasonably and ordinarily be expected from a skilled
operations, maintenance and services contractor engaged in the same or a similar type
of undertaking or activity under the same or similar circumstances and conditions to
those pertaining internationally and reasonably satisfying the ethical, health, safety and
environmental standards (including Environmental and Social Standards prevailing in
Pakistan) of reputable operations, maintenance and services contractors internationally.
‘International Health and Safety Standards & Work Practices’ are not limited to
optimum practices, methods or acts to the exclusion of all others, but rather are a
spectrum of possible practices, methods and acts which could have been expected to
accomplish the desired result at reasonable cost consistent with reliability and safety in
the wind power industry.
KIBOR means the ‘Karachi Interbank Offered Rate’ for PKR deposits for a period
equal to three (3) months which appears on the appropriate page of the State Bank of
Pakistan in Pakistan on the last available Banking Day.
Lapse of Consent means any Consent required from a Public Sector Entity:
(a) ceasing to remain in full force and effect and not being renewed or replaced
within the time period prescribed by the Applicable Laws of Pakistan or, where
such a time period is not prescribed by the Applicable Laws of Pakistan, within
sixty (60) business days of such Consent ceasing to be in full force and effect;
(b) not being issued, upon application having been properly and timely made and
diligently pursued, within the time period prescribed by the Applicable Laws
of Pakistan or, where such a time period is not prescribed by the Applicable
Laws of Pakistan, within sixty (60) business days of making such application;
or
(c) being made subject, upon renewal or otherwise, to any terms or conditions that
materially and adversely affect a Party’s ability to perform its obligations under
any document included within the Project Documents and/or this Agreement,
in each of the above instances despite such Party’s compliance with the applicable
procedural and substantive requirements as applied in a "non-discriminatory" (as
explained in section 12.4 of the Implementation Agreement) manner.
Lenders means the financial institutions and investment vehicles, agencies and funds
extending financing (including any refinancing) to the Employer in relation to the
Project (or any part thereof), together with their respective successors and assigns.
LIBOR means the British Bankers Association Interest Settlement Rate for dollar
deposits for a period equal to three (3) months which appears on the appropriate page
of the Reuters service at or about 11:00 a.m. in London on the last available London
banking day, or in the event that the Reuter’s service, or any successor thereto, no
longer provides such information, such other service as agreed to by the Parties that

provides the British Bankers Association Interest Settlement Rate for Dollar deposits in
the London inter-bank market.
Losses means all damage, losses, liabilities, claims, actions, costs, expenses (including
the cost of legal or professional services), proceedings, demands and charges whether
arising under statute, contract or at law.
Main WTG Components means: (i) transformer, (ii) generator, (iii) gearbox, (iv)
main shaft, (v) blade, (vi) blade bearing, and components which requires the main
crane (400 ton and above) to change.
Maintain or Maintenance of the WTG means, collectively, the Planned Maintenance

and the Unplanned Maintenance of WTGs, but does not include repair and/or
replacement of the Main WTG Components.
Maintain or Maintenance of the BOP means together the Planned Maintenance and
the Unplanned Maintenance of BOP.
Metering System has the meaning ascribed thereto in the Energy Purchase Agreement.
Monitoring & Performance System(s) means the components, equipment and data
system that will be used by the Operators for monitoring of the wind turbines as per
Schedule 9 (Monitoring & Performance System).
NEPRA means the National Electric Power Regulatory Authority established under the
Regulation of Generation, Transmission and Distribution of Electric Power Act, 1997.
Non-Compliant Work has the meaning ascribed thereto in Section 4.21.1.
Notice to Correct has the meaning ascribed thereto in Section 4.21.1.
Notified or Notice and its grammatical variations shall mean as notified in writing.
O&M Documents means all such reports, records, plans, updated operations and
maintenance manuals, updated ‘as built’ drawings and documentation of any nature
prepared, updated and submitted by the Operators in connection with the Works to the
Employer pursuant to the terms of this Agreement.
O&M Manuals means the manuals for the Operators’ operation and maintenance of
the Works, as provided under the EPC Contract(s) and updated by the Operators in
accordance with this Agreement.
Obstructive Practice means: (i) deliberately destroying, falsifying, altering or

concealing of evidence material to the investigation or making of false statements, in
order to materially impede a government, Employer or third party investigation into
allegations of a Corrupt Practice, Fraudulent Practice, and/or threatening, harassing or
intimidating any party to prevent it from disclosing its knowledge of matters relevant to
the investigation or from pursuing the investigation, or (ii) acts intended to materially
impede the exercise of a government, Employer or third party to access to contractually

required information in connection with an investigation into allegations of a Corrupt
Practice or Fraudulent Practice.
Operator means either the Operator A or the Operator B as identified in the Preamble
and its legal successors and permitted assigns.
Operate or Operations of WTGs means the services to be provided by the Operator A

under this Agreement in relation to the operation of the WTGs on a twenty four (24)
hours per day, three hundred and sixty five (365) days per Operating Year basis in
accordance with the Applicable Standards and Schedule 10 (Operations) so that the
WTGs remain fit for the Intended Purpose.
Operate or Operations of BOP means the services to be provided by the Operator B

under this Agreement in relation to the operation of the BOP on a twenty four (24)
hours per day, three hundred and sixty five (365) days per Operating Year basis in
accordance with the Applicable Standards and Schedule 10 (Operations) so that the
BOP remains fit for the Intended Purpose.
Operating Period means the period commencing on the Commencement Date and
ending on the Performance End Date.
Operating Period Expiry Certificate means the certificate, in the form set out in Part
II (Operating Period Expiry Certificate) of Schedule 12 (Operating Period Expiry),
to be issued by the Employer in accordance with Section 8.1 (Operating Period Expiry)
following the meeting of each of the requirements of the Operating Period Expiry
Criteria.
Operating Period Expiry Criteria means the criteria to be met for expiry of the
Operating Period, as set out in Part I (Operating Period Expiry Criteria) of Schedule
12 (Operating Period Expiry).
Operator Permits means all authorisations, consents, decrees, permits, waivers,

privileges or approvals required to be obtained or maintained for performance of the
Works.
Operators’ Equipment means all temporary machinery, equipment, apparatus and

other things required for the execution and completion of the Works and the remedying
of any Defects or Deficiencies, but does not include Consumables, Parts, spare parts, or
other things intended to form or forming part of the Project.
Operating Procedures has the meaning ascribed thereto in the Energy Purchase
Agreement.
Operator’s Security Procedure has the meaning ascribed thereto in Section 4.11
(Security Procedure).
Operating Year means each period of twelve (12) consecutive months, the first such
period commencing on the Commencement Date and thereafter commencing on each
anniversary of the Commencement Date.

Outage means the removal of a WTG from electric power generation service.
Overall Liability Cap has the meaning ascribed thereto in Section 13.1.
Pakistan means the Islamic Republic of Pakistan, being the country in which the Site
is located.
Parts means new or refurbished parts materials, components and other goods furnished
by each Operator, its Subcontractors, or suppliers under or pursuant to the requirements
of this Agreement.
Parent Guarantee means the parent guarantee in the form and substance attached as
Schedule 8 (Parent Guarantee) issued by the Parent Guarantor in favour of the
Employer securing the performance by the Operator A of its obligations under and in
relation to this Agreement.
Parent Guarantor means Siemens Gamesa Renewable Energy Sociedad Anonima, a

company established in Spain having its registered office at Zamudio, Bizkaia, Parque
Technologico de Bizkaia, Edificio 222 (N.I.F.: A0101153 Datos Registrales: Hoja BI-
56858 Tomo 5147 Folio 7).
Performance Bond means the irrevocable and unconditional commercial bank

guarantee to be issued by a local bank in Pakistan for and on behalf of the Operator B
and in favour of the Employer in accordance with Section 7.3 (Performance Bond) and
in the form set forth in Schedule 14 (Form of Performance Bond).
Performance Bond Expiry Date has the meaning ascribed thereto in Section 7.3.3.
Performance End Date means, unless terminated earlier in accordance with Article 9
(Default, Termination), the date of expiration of this Agreement which shall be the date
on which the eleventh (11th) anniversary of the Commencement Date has occurred,
provided, however, notwithstanding any other provision of this Agreement, the each
Operator shall continue to be liable for any unperformed obligation under this
Agreement.
Person or person means any natural person, corporation, company, partnership, firm,
voluntary association, joint venture, trust, unincorporated organisation, authority or any
other entity whether acting in an individual, fiduciary or other capacity.
Price for BOP Works means the aggregate amount described in sub-clause (b) of the
term “Agreement Price”.
Price for WTG Works means the amount provided in sub-clause (a) of the term
“Agreement Price”.
PKR means Pakistani Rupees being the lawful currency of Pakistan.
PKR Fixed Monthly Payments means the PKR payments payable by the Employer

for either the WTG Works or the BOP Works, as specified in Section 6.1 (Fixed
Monthly Payments), as adjusted in terms of the Indexation Mechanism.
Planned Maintenance means those tasks identified as routine services and scheduled
services in relation to the WTG Works and the BOP Works as detailed in Schedule 15
(Planned Maintenance) and subject to be updated in accordance with the latest version
of the O&M Manual(s).
Programme has the meaning ascribed thereto in Section 4.13.3.
Progress Reports means the daily, monthly and annual progress reports and each of
the other reports and documents prepared by Operator and delivered to the Employer in
accordance with Section 4.14 (Reports & Reporting) and Schedule 16 (Progress
Reports).
Project means the Facility to be constructed and operated on the Site and shall include
all activities relating to the same.
Project Documents means:
(a) the Energy Purchase Agreement as set out in Schedule 3 (EPA) to the extent
relevant to the Works under this Agreement;
(b) the Implementation Agreement as set out in Schedule 31 (Implementation

Agreement) to the extent relevant to the Works under this Agreement;
(c) the Site Lease;
(d) the IEE Report & Approval to the extent it relates directly to the Works;
(e) the O&M Manuals for the WTGs; and
(f) the O&M Manuals for the BOP.
Project Management Services has the meaning ascribed thereto in Section 4.22.2.
Project QHSE Plan has the meaning ascribed thereto in Section 4.7.2.
Prudent Electrical Practices means the use of equipment, practices or methods, as

required to comply with applicable industry codes, standards, and regulations in
Pakistan to protect:
(a) the Purchaser's grid system, employees, agents, and customers from
malfunction occurring at the Facility; and
(b) the Facility and the Owner's employees, contractors, Lenders and agents at the
Facility from malfunctions occurring on the national grid.

Prudent Practices means the Prudent Utility Practices and the Prudent Electrical
Practices.
Prudent Utility Practices means those practices, methods, and equipment, in effect in
the international wind power industry at the time of performance of the Works, that are
commonly used by the electric utility industry and which would reasonably and
ordinarily be expected from a skilled and experienced operations and maintenance
contractor engaged in the same or a similar type of undertaking or activity under the
same or similar circumstances always having regard to engineering and operational
considerations in Pakistan to operate and maintain electric power generating equipment
lawfully and with safety, dependability, efficiency and economy applicable with
reference to wind powered projects.
Public Sector Entity means: (a) the federal government, the provincial government,
any subdivision of either, or any local governmental authority in Pakistan with
jurisdiction over the Employer, the Project, or any part thereof; (b) any department,
authority, instrumentality, agency, or judicial body of the federal government, the
provincial government or any such local governmental authority in Pakistan with
jurisdiction over the Employer, the Project, or any part thereof; (c) courts and tribunals
in Pakistan; or (d) any commission or independent regulatory agency or body in
Pakistan having jurisdiction over the Employer, the Project or any part thereof.
Purchaser means the Central Power Purchasing Agency (Guarantee) Limited or any of
its successors or assigns.
Receiving Party has the meaning ascribed thereto in Section 22.1.
Relevant Authority means the department, authority, instrumentality, agency or other

relevant entity of Pakistan from which a Consent is to be obtained in Pakistan and any
authority, body or other Person having jurisdiction under the Applicable Laws of
Pakistan with respect to the Project, as the case may be.
Remedial Plan has the meaning ascribed thereto in Section 4.21.4.
Rules has the meaning ascribed thereto in Section 21.2.1.
Safety or Alert Category means the information contained in the Technical

Information Letter, categorised as requiring mandatory changes to the WTGs and BOP
within a specific operating time, due to a change in the manufacturer’s specifications or
industry practices to prevent wind turbine damage.
Safety or Alert Works means the works to be undertaken by the relevant Operator
following receipt of the Technical Information Letter relating to Safety or Alert
Category.
Sanctionable Practice means any Corrupt Practice, Coercive Practice, Collusive

Practive, Fraudulent Practice or Obstructive Practice.
SCADA System has the meaning ascribed thereto in the EPC Contracts.

Security Costs means the costs in relation to provision of security for the Site and the
Facility.
Services means any or all of the services to be performed by the Operator A and
Operator B in respect of the WTG Works and BOP Works, respectively, under and in
accordance with this Agreement.
Site means the real property upon which the Facility is located.
Site Lease means an agreement titled ‘Agreement of Lease’ dated May 13, 2019
entered into between the Employer and Land Utilization Department, Government of
Sindh and amended on October 13, 2020.
Social and Environmental Law means statutes, laws, rules and regulations of
Pakistan, including (but not limited to) all licences, permits and other Consents, which:
(i) have as a purpose or effect the protection of, and/or prevention of harm or
damage to, the Environment;
(vi) provide remedies or compensation for harm or damage to the Environment; or
(vii) relate to: (A) Hazardous Substances; (B) health and safety matters; and/or (C)
setting standards of conduct concerning any environmental, social, labour,
health and safety or security risks.
Specific Standards means the standards, requirements and criterion set out in relation
to and applicable to the WTGs, the BOP and the Facility and the performance of the
Works as contained in Schedule 17 (Specific Standards & Specifications).
Spare Parts means all new clean and unused systems and components, tools, parts,
spare parts, capital spares, items, materials and other things of any nature that the
Employer has obtained pursuant to the EPC Contracts and/or 2 Year O&M Contract
and made available to the Operator B for performance of the BOP Works under this
Agreement in the quantity described under Schedule 29 (Spare Parts).
Subcontractors means:
(a) such subcontractors, vendors, manufacturers or suppliers of each Operator who

are engaged for a part of the Works; and
(b) any person to whom a part of the Works has been subcontracted in accordance
with Section 14.4 (Subcontracting), and the legal successors in title to such
Person, but not any assignee of such Person.
System Operator has the meaning ascribed thereto in the Energy Purchase Agreement.
Technical Information Letter means the letter issued by the Operator to the Employer
to inform the Employer of any:

(i) Safety or Alert Category; and/or
(ii) Upgrade Category.
Temporary Works means all temporary works of any kind required for the health and
safe keeping of the Works.
Term means the period beginning on the Effective Date and ending upon the
Performance End Date.
Technical Limits means the technical limits set out in Schedule 26 (Technical
Limits).
Time and Material Rates means: (i) the Operator’s published or standard hourly rates
in effect at the time the Services are performed, applied to the number of hours of such
Services including travel time; plus (ii) reasonable travel and living expenses
(including standard per diems, if applicable); plus (iii) the published or standard price
of Parts sold by the Operator, with a mutually agreed discount, as in effect at the time
the Parts are shipped; plus (iv) the price of parts, materials and subcontracted labour
and services, including craft labour, purchased by the Operator, as shown by invoices
for the same with a reasonable mark-up of such invoices or as may be agreed between
Parties.
Transition Period has the meaning ascribed thereto in Section 9.4 (Successor to
Operator Upon Termination).
Upgrade Category means the information (other than the Safety or Alert Category)
contained in the Technical Information Letter, categorised as relating to the Operator’s
recommendations for inspection, repair and/or replacement of components or parts of
the WTGs.
Unplanned Maintenance means the provision of parts and services to be performed

by the Operators under this Agreement, other than Planned Maintenance and Extra
Works.
USD or US Dollars means the lawful currency of the United States of America.
USD Fixed Monthly Payments mean the payments payable by the Employer for a
portion of the WTG Works as specified in Section 6.1 (Fixed Monthly Payments), as
adjusted in terms of the Indexation Mechanism.
Warranty has the meaning ascribed thereto in Section 12.1 (Warranty).
Warranty Period means, as applicable, the Warranty Period for WTGs or the
Warranty Period for BOP as provided under Section 12.2 (Warranty Period).
Warranty Period for BOP has the meaning ascribed thereto in Section 12.2
(Warranty Period).

Warranty Period for WTGs has the meaning ascribed thereto in Section 12.2
(Warranty Period).
Wilful Misconduct means a wilful or intentional act or omission by a Party knowing

or recklessly disregarding that such Party’s conduct will probably result in injury or
damage.
Worker Rights Requirements has the meaning ascribed thereto in Section 23.8.
Works means, collectively, the WTG Works and the BOP Works.
WTGs means the wind turbine generators purchased under the EPC Contracts
consisting of the wind turbine generator, nacelle, converter, cables, rotor set (inclusive
of hub and three (3) fifty-six (56) meter blades each, tube tower with ninety three (93)
meter hub height) and monitoring and performance system, condition monitoring
system and all other components and parts up to the following terminal points: (a) the
tower flange at the point connecting to foundation mounting part or anchor cage,
including the exposed nut and washer, excluding anchor bolts, leveling nuts, grout,
anchor cage, and any part imbedded in the foundation; (b) the connectors of low
voltage power cables at low voltage main distribution; (c) the connectors for the fiber
optic cable found within the wind turbine tower; (d) the connectors of modem for
telephone line (analog) or similar communication line; and (e) the connectors (i.e. fibre
optic cable, analog modem line, power) to and from the respective hardware including
each Operator’s panels and servers in the control room.
WTG Works means the works to be carried out by the Operator A comprising of: (i)
Operations of the WTGs; (ii) Maintenance of the WTGs; (iii) Services in relation to the
WTG; (iv) Safety or Alert Works with regards to Operator A’s scope for the WTGs; (v)
procurement of Parts, Imported Parts and Consumables in relation to the WTGs at all
times at the Site; (vi) utilisation of the Operators’ Equipment; and (vii) Extra Works (as
and when agreed as per Section 18 (Extra Works)).
1.2 INTERPRETATION
In this Agreement, unless the context otherwise requires:
1.2.1 any conflict between the provisions of any Section and those of any Schedule
and Annexure, the relevant Section shall prevail;
1.2.2 the singular shall include the plural and vice versa, where appropriate;
1.2.3 the words including and includes, and any variants of those words, will be read
as if followed by the words without limitation;
1.2.4 a reference to a person shall be construed to include a juridical person;
1.2.5 a reference to a law, statute, enactment or order shall be construed as a

reference to such statute, enactment or order as the same may have been, or

may from time to time be, amended or re-enacted and all subsidiary legislation
and other instrument made under or deriving validity therefrom;
1.2.6 a reference to a document, agreement or any other instrument shall be

construed as a reference to that agreement or document, as the case may, or
such other instrument, together with any recitals, schedules or annexes or
appendices thereto, all as amended, varied, restated, novated or supplemented
from time to time;
1.2.7 the expressions Preamble, Recital, Article, Section, Schedule and Annexure
shall respectively mean the preamble, recital, article, section, schedule or
annexure of this Agreement;
1.2.8 headings are for convenience and shall not be used in interpretation of this
Agreement; and
1.2.9 a reference to a consent or approval not being unreasonably withheld also

includes an agreement that the consent or approval will not be unreasonably
delayed.

2. SCOPE OF AGREEMENT
2.1 THIS AGREEMENT & ORDER OF PRECEDENCE
2.1.1 In consideration of the Agreement Price to be paid to the Operator by the

Employer, the Operator hereby agrees to execute the Works, in accordance
with and subject to the terms of this Agreement.
2.1.2 The documents forming this Agreement are to be taken as mutually

explanatory of one another. If there is an ambiguity, discrepancy or
inconsistency between the documents forming part of this Agreement, the
following order of precedence shall apply:
(a) this Agreement (excluding the Schedules, Annexures and Exhibits);
(b) the Schedules;
(c) the Annexures attached to the Schedules; and
(d) the Exhibits attached to the Annexures.
2.2 RELIANCE
The Employer is relying upon the Operators expertise to perform their respective
obligations under this Agreement so that the Works remains fit for the Intended
Purpose and the Operators hereby acknowledge such reliance of the Employer.
2.3 PARENT GUARANTEE
Following the execution of this Agreement, the Parent Guarantor would execute and
issue the Parent Guarantee, as and when requested by the Employer (in writing) in the
form provided under Schedule 8 (Parent Company Guarantee). The Parent Guarantee
shall be delivered to the Employer no later than forty five (45) days upon the receipt of
the written request by the Operator A from the Employer. If the Employer requests
submission of the Parent Guarantee by the Operator A prior to the Commencement
Date, the Employer agrees to pay a fee in the amount of USD 3,480 (United States
Dollars Three Thousand Four Hundred and Eighty) per annum to the Operator A. The
Operator A hereby undertakes and covenants to maintain and keep valid the Parent
Guarantee during the term of this Agreement. The Parent Guarantee shall guarantee
and secure all obligations of the Operator A under this Agreement, including, but not
limited to, the obligation to make payment of liquidated damages. The Employer can
issue a demand under the Parent Guarantee in case of failure by the Operator A to
perform any of its obligations under the Agreement. The Operator A hereby undertakes
to maintain the Parent Guarantee valid for the term of the Agreement. In case the
Parent Guarantee is not valid, then, the Operator A shall provide a substitute Parent
Guarantee within thirty (30) days of request by the Employer.

3. RESPONSIBILITIES OF THE EMPLOYER
3.1 GENERAL
The Employer shall without limiting its obligations in respect of other provisions of
this Agreement:
3.1.1 procure the Employer’s Permits;
3.1.2 provide full access to the Site such that each Operator can comply with its
obligations under this Agreement;
3.1.3 inform the relevant Operator, in writing, of the occurrence of an Assumption

Deviation upon the Employer becoming aware of the same;
3.1.4 comply with the security procedure set out in Part I (Employer’s Security
Procedure Parameters) of Schedule 19 (Security Procedure) (the Employer’s
Security Procedure);
3.1.5 provide, perform and/or make available to the relevant Operator, in a timely
manner, and at no cost to such Operator the items designated as Employer’s
Support Obligations as set forth in Schedule 20 (Employer’s Support
Obligations);
3.1.6 [Not Used]; and
3.1.7 provide all repair and maintenance (for other than the scope falling under the
Works) includes, but not limited to, the supply and services of the Civil Works,
in a timely manner at cost of the Employer, which will be suitable for the
performance of the Works to the Operator A and Operator B.
3.2 MAINTENANCE OF OPERATING RECORDS BY THE EMPLOYER
The Employer shall keep the operation and maintenance records provided by the
Operators to the Employer. Upon a request of an Operator, the Employer shall provide
such Operator with access to review and/or copy such records at the cost of such
Operator.
3.3 EMPLOYER’S SINGLE POINT OF CONTACT
3.3.1 Appointment of Employer’s Representative
The Employer will appoint a representative (the Employer's Representative)

that shall serve as the Employer's interface with the Operator with respect to all
aspects of the performance of the Works (except to the extent otherwise stated
in this Agreement or as otherwise Notified by the Employer to the Operator
from time to time) under this Agreement. The Employer may replace the
Employer's Representative at any time with prior Notice to the Operator
provided that prior to the replacement of the outgoing Employer’s

Representative, the Parties shall meet to address and minute any matters
relating to the outgoing Employer’s Representative’s activities in the Project,
provided further that the replacement should not cause any delay in the Works.
3.3.2 Duty of Employer’s Representative
Except to the extent otherwise stated in this Agreement or as otherwise

Notified by the Employer from time to time, the Employer's Representative has
full authority to act on behalf of the Employer for all purposes specified in this
Agreement, including review of drawings and review and approval of invoices
and performance of Extra Work, decisions, instructions and orders, reporting
and any advisory matters specified in this Agreement that are to be carried out
by the Employer, provided however, that the Employer's Representative has no
authority to amend or modify any of the provisions of this Agreement or to
terminate this Agreement unless the Employer has given written Notice to the
Operator of the Employer's Representative's express authority to do the same.
The Employer's Representative shall be an experienced and capable Person

dedicated to the Project and shall at all times be available.
The Employer's Representative will be the Operator's primary point of contact

with the Operator in relation to performance of the Works under this
Agreement.
Whenever the Employer's Representative is to be absent, a suitable

replacement person shall be appointed as the Employer's Representative with
fourteen (14) days’ prior written Notice to the Operator's Representative.
3.3.3 Employer's Representative Authority to Delegate
The Employer’s Representative may from time to time delegate any of its
duties to assistants, and may at any time revoke such delegation. Any such
delegation or revocation shall be in writing and shall not take effect until it has
been delivered to the Operator fourteen (14) days prior to the delegate
performing such duties and confirmed by the Operator in writing within seven
(7) days.
3.3.4 Employer’s Responsibility
The Employer shall cause the Employer's Representative to perform every act
required under this Agreement to be performed by the Employer's
Representative, and any obligation stated under this Agreement to be an
obligation of the Employer's Representative is deemed to be an obligation of
the Employer. The Employer is responsible to the Operator for any act, error or
omission of the Employer's Representative in the performance of its duties
under this Agreement as if they were an act, error or omission of the Employer.
3.3.5 Employer’s Representative’s Instructions

The Operator shall comply with written instructions given by the Employer’s
Representative in accordance with this Agreement.
4. RESPONSIBILITIES OF THE OPERATOR
4.1 WORKS
4.1.1 The Operators shall, without limiting their obligations in respect of other
provisions of this Agreement:
(i) be responsible for the performance of the Works in accordance with

the Applicable Standards;
(ii) ensure that: (A) the Works; and (B) unless due to the action of the
Employer or Force Majeure Event, the Facility at all times remain fit
for the Intended Purpose; For avoidance of doubt, the responsibility of
fit for the Intended Purpose in as stated in this Section 4.1.1(ii) shall
not prejudice the principle that each Operator shall only bear the
liability related to its own scope of work as per the Works;
(iii) perform the Works in a manner consistent with all the O&M Manuals;
and
(iv) ensure that the Works are executed with due skill and care, in a proper
workmanlike manner with properly equipped facilities in accordance
with internationally recognized good practices and the Applicable
Standards.
4.1.2 Operations
The Operator A shall be responsible for the Operations of the WTGs in

accordance with Part A of Schedule 10 (Operations).
The Operator B shall be responsible for the Operations of the BOP in

accordance with Part B of Schedule 10 (Operations).
4.1.3 Maintenance
4.1.3.1 The Operator A shall be responsible for the Maintenance of the WTGs
and Operator B shall be responsible for Maintenance of the BOP.
4.1.3.2 The Operator A shall perform the Planned Maintenance for the WTGs
in accordance with Part A of Schedule 15 (Planned Maintenance).
The Operator B shall perform the Planned Maintenance for the BOP
in accordance with Part B of Schedule 15 (Planned Maintenance).

4.1.3.3 The Operators shall perform the Unplanned Maintenance during the
Operating Period for the Facility and the performance of such services
shall be deemed to be included in the Agreement Price and shall
include the following:
(i) WTG Components by Operator A
(a) [Not Used];
(b) All the defective WTG components (or parts thereof),

other than the Main WTG Components, shall be
replaced or repaired by the Operator A (at its own
discretion) at its cost and expense (including the cost
of the Parts, labour, transportation to the Site).
(ii) BOP part(s) by Operator B
Except for events contemplated by paragraph (d) below, in the

event any BOP part is damaged or fails, the Operator B shall
repair and/or replace the damaged or failed BOP part(s) at its
own expense, subject to the following (the BOP Unplanned
Maintenance Cap):
(a) Each incident of repair and/or replacement of damaged

or failed BOP part(s) shall be at the cost and expense
of the Operator B, until: (i) such replacement and/or
repair is carried out by a third-party vendor of the
Operator, subject to each such outsourcing, for each
incident or class of incidents, being approved by the
Employer; and (ii) the replacement and/or repair cost
for a single incident (excluding the cost of labour,
which shall be at expense of the Operator B) exceeds,
PKR 500,000 (Pakistani Rupees Five Hundred
Thousand).
(b) The total incidents of repair and/or replacement of

damaged or failed BOP part(s) for each Operating
Year shall be at the cost and expense of the Operator B
until: (i) such replacement and/or repair is carried out
by a third-party vendor of the Operator, subject to
each such outsourcing, for each incident or class of
incidents, being approved by the Employer; and (ii)
the replacement and/or repair cost for the total
incidents (excluding the cost of labour, which shall be
at expense of the Operator B), for each Operating
Year, exceeds PKR 2,000,000 (Pakistani Rupees Two
Million), provided that any unused portion of the PKR
2,000,000 (Pakistani Rupees Two Million) cap for an

Operating Year shall be rolled over for use in any
subsequent Operating Year during the remainder of
the Term.
(c) Once the BOP Unplanned Maintenance Cap has been

reached in any Operating Year, any further work to
repair or replace the BOP parts (or part thereof) shall
be undertaken by the Operator B as Extra Works.
(d) In the event any BOP parts (including Parts) is

damaged or fails due to any acts or omissions of the
Operator B, the Operator B shall repair and/or replace
the damaged or failed BOP part(s) at its own cost and
expense (including the cost of such part(s)). Upon the
occurrence of such an event, the Employer shall
immediately file the appropriate claim with the
insurance company in accordance with the ‘All Risk
Property and Machinery Breakdown’ insurance
coverage required as per Section 11.2.1(v). Except as
required by any Project Document, or as required by
the Lenders under any finance agreement, in the event
such loss or damage is covered by the ‘All Risk
Property and Machinery Breakdown’ insurance
required in accordance with Section 11.2.1(v), the
Employer shall immediately upon the receipt of such
insurance proceeds pay such insurance proceeds to the
Operator B, provided that in the event such loss or
damage is covered by insurance, the Operator B shall
bear the deductible of the machinery breakdown
insurance limited to the value as stated in Section
11.2.4.
(iii) Without prejudice to the obligations of the Operators

contained in this Agreement:
(a) The Operator A shall carry out routine inspections of

the WTGs and the different components and Parts
comprising the WTGs, including but not limited to the
blades, and shall carry out Maintenance of such
components and Parts (or any parts thereof) in the
event that in the opinion of the Operator A, the
condition of such components and Parts is adversely
affecting performance of the WTGs.
(b) The Operator B shall carry out routine inspections of

the BOP and the different components and parts
comprising the BOP and shall carry out Maintenance
of such components and parts (or any parts thereof) in

the event that in the opinion of the Operator B, the
condition of such components and parts is adversely
affecting performance of the BOP.
(iv) If any component of the WTGs or the BOP (or part thereof) is
damaged or fails due to any act or omission attributed to the
Operator A or Operator B, the Operator A or Operator B (as
the case may be) shall repair or replace the damaged or failed
part at its own cost and expense.
(v) Unplanned Maintenance shall be performed by the Operators,

except on items that are covered under the extended warranty
period pursuant to article 9 (The Operator’s Warranty) of the 2
Year O&M Contract, until such extended warranty for such
items expire.
4.1.3.4 The Operators undertake to provide access to the 2 Year O&M

Contractor for the purposes of complying with the warranties
(including any extended warranty) under the 2 Year O&M Contract.
4.1.4 [Not Used].
4.1.5 Safety or Alert Works
The Operators shall be responsible for and shall perform the Safety or Alert
Works at their own risk and cost.
4.1.6 Consumables
The Operators shall, at their own cost for their respective WTG Works and
BOP Works, be responsible for procurement, transportation, delivery to Site,
supply and maintenance of all Consumables under this Agreement during the
Operating Period.
4.1.7 Parts and Spare Parts
The Operator B shall, at its own cost, for the BOP Works, be responsible for
the procurement, transportation, custom clearance, insurance during
transportation, delivery, supply and maintenance of all Parts required to carry
out the Works up to the BOP Unplanned Maintenance Cap for each Operating
Year, other than Extra Works.
The Employer shall provide the Spare Parts to the Operator B, as described in
Schedule 29 (Spare Parts), on or prior to the Commencement Date.
Thereafter, in case any Spare Parts have been utilised by the Operator B during
the Operating Period, the Operator B shall refill the stock by arranging such
Spare Parts, at its own cost, up to the BOP Unplanned Maintenance Cap and
shall ensure that the Spare Parts inventory is fully maintained, as per Schedule
29 (Spare Parts), till the expiry of the Term. For avoidance of doubt, the

arrangement of Spare Parts in case of their utilisation beyond the BOP
Unplanned Maintenance Cap shall be done by the Operator B on cost of
Employer as Extra Works.
4.1.8 Extra Works
The Operators shall perform the Extra Works in accordance with Article 18
(Extra Works).
4.2 OPERATOR PERMITS
The Operators shall be responsible for obtaining and maintaining, at their own cost, all
Operator Permits (whether within Pakistan or outside Pakistan). The Operators shall
obtain all Operator Permits within a reasonable time taking account of the Applicable
Laws and the timelines set out in this Agreement for: (i) performance of their
respective obligations under this Agreement; and (ii) the completion of the Works.
4.3 MONITORING & PERFORMANCE SYSTEM
The Operators shall continuously utilize the Monitoring & Performance System(s), in
accordance with Schedule 9 (Monitoring & Performance System), to monitor the
Facility in the performance of their obligations under this Agreement.
4.4 MAINTENANCE OF OPERATING RECORDS BY THE OPERATORS
4.4.1 The Operators shall, in accordance with the Applicable Standards, keep
complete and accurate records and data reasonably required for the proper
administration of this Agreement for those Works performed by each Operator.
The Operators shall also ensure that such books and records are kept in the
English language and separate from their own book and records.
4.4.2 The Operators shall in accordance with the Applicable Standards maintain
(where applicable, through automated data generation, processing and
archiving capabilities of the Monitoring & Performance System(s)) accurate
and up-to-date operating log, in a format approved by the Employer, at the Site
with records and data set out in Schedule 11 (Operating Records and Data).
4.4.3 The aforesaid data shall be available for viewing and downloading by the
Employer, the Purchaser and the System Operator through secure
communication system installed and maintained by the Employer at the
Facility.
4.4.4 All such records and data shall be maintained for a minimum of sixty (60)
months after the creation of such record or data and for any additional length of
time required by any Public Sector Entity with jurisdiction over any Party
and/or the Purchaser and no Party shall dispose of or destroy any such records
or data after such sixty (60) month period unless the Party desiring to dispose

of or destroy any such records or data has first given eighty (80) days prior
written Notice to the other Parties, generally describing the records or data to
be destroyed or disposed of, and the Parties receiving such Notice have not
objected thereto in writing within forty (40) days.
4.4.5 The Employer shall have the right, upon five (5) days prior written notice to
either of the Operators, to examine the records and data kept by such Operator
pursuant to this Agreement at any time during normal office hours. References
to records and data in this Section includes records and data created, recorded,
maintained and retrieved in electronic form.
4.5 OPERATOR’S SINGLE POINT OF CONTACT
4.5.1 Thirty (30) days prior to the Commencement Date and continuing through the
Operating Period, the Operator A shall appoint and maintain a representative
(the Operator’s Representative), assisted by the appointed representative of
the Operator B, that shall serve as the interface for the Operators with the
Employer with respect to all aspects of the performance of the Works under
this Agreement. The Operators shall not replace Operator’s Representative
without prior intimation to the Employer provided that prior to replacement of
the outgoing Operator’s Representative, the Parties shall meet to address and
minute any matters relating to the outgoing Operator’s Representative’s
activities in the Project.
4.5.2 The Operator’s Representative shall be an experienced and capable person and
a full time employee of the Operator A dedicated to directing the execution of
the Works and shall be at all times available.
4.5.3 The Operator’s Representative will be the Employer's primary point of contact
with the Operators in relation to the performance of the Works under this
Agreement. The Operators shall procure that the Operator’s Representative
provides copies to each Operator of all communications given or received by it
in accordance with this Agreement.
4.5.4 The Operator A or the Operator B shall be solely and respectively responsible
to the Employer for any act, omission or error of its own representative as if
they were an act, error or omission of the Operator A or Operator B (as the
case may be). The Representative of Operator A, with assitance of Operator B
for its respective Work, shall act as interface to Employer for the Works.
4.5.5 Except to the extent otherwise Notified by the Operators from time to time, the
Operator’s Representative shall have full authority to act on behalf of the
Operators for all purposes in connection with this Agreement, including, inter
alia, review and approval of drawing and invoices, operational decisions,
instructions and orders, reporting and advisory matters specified in this
Agreement to be carried out by the Operator, provided however, the Operator’s
Representative has no authority to amend or modify the provisions of this
Agreement unless the Operator has given written notice to the Employer of the
Operator’s Representative express authority. Except as otherwise stated in this

Agreement, the Operator’s Representative shall receive (on behalf of the
Operator) all notices, instructions, consents, approvals, certificates,
determinations and other communications under this Agreement.
4.5.6 Whenever the Operator’s Representative is to be absent (provided that such

absence shall not exceed twenty-one (21) days in any Operating Year), a
suitable replacement person shall be appointed as the Operator’s
Representative with the prior written notice to the Employer's Representative.
4.5.7 Subject to the prior notice to the Employer, the Operator’s Representative may
from time to time delegate any of its duties, powers, functions and authorities
to any competent person, and may at any time revoke such delegation. Any
such delegation or revocation shall be in writing and shall not take effect until
the Employer has received prior written Notice signed by the Operator’s
Representative and re-confirmed with the Operators, specifying the powers,
functions, duties and authorities being delegated or revoked. Any instruction,
inspection, examination, testing, consent, approval or similar act to any such
assistant of the Operator’s Representative’s delegate shall have the same effect
as though it had been the act of the Operator’s Representative and that of the
Operators. The Operator’s Representative and such persons shall be fluent in
the English language, written and verbal, for day-to-day communications.
4.6 NOTIFICATIONS RELATING TO ASSUMPTION DEVIATIONS
The Operators shall Notify the Employer that an Assumption Deviation has occurred
immediately upon becoming aware of the same.
4.7 COMPLIANCE WITH APPLICABLE LAWS, PRUDENT PRACTICES & PROJECT QHSE
PLAN
4.7.1 Each Operator, subject to terms of this Agreement, undertakes to comply with
all Applicable Laws and employ Prudent Practices (where applicable) in its
performance, execution and completion of its repective portion of the Works.
Each Operator shall indemnify, defend and hold the Employer harmless from
any and all liabilities, claims, damages, costs, penalties, fines, expenses, fees
(including reasonable attorney's fees) and charges of any nature associated with
any non-compliance by such Operator of its aforestated undertaking.
4.7.2 Each Operator shall comply with the Project quality, health, safety and
environmental management procedures (the Project QHSE Plan) set out in
Schedule 21 (Project QHSE Plan).
4.7.3 Each Operator agrees that compliance with the Project QHSE Plan shall not
relieve it of its duties, obligations or responsibilities provided in this
Agreement.
4.7.4 Each Operator undertakes that it shall itself (together with its agents,
representatives, employees, contractors and Subcontractor) comply with and
that the Works shall be executed and shall be in a manner compliant with, in

each case, the requirements of the Project QSHE Plan.
4.7.5 In performing its obligations under this Agreement, each Operator shall
establish and maintain good, prudent and acceptable financial and
administrative practices, standards, procedures and controls.
4.7.6 Each Operator agrees that suitably qualified staff shall be available during the
term of this Agreement to implement the Project QHSE Plan.
4.8 O&M DOCUMENTS
4.8.1 On or prior to the Commencement Date and as part of its obligations, the
Operator A and Operator B shall respectively assist the Employer in
confirming that all operations and maintenance related documents for the
Facility (including the O&M Manuals) to be provided by the EPC Contractor
are available with the Employer and that each of the same are fully updated by
the Employer.
4.8.2 Following the Commencement Date, each Operator shall be responsible for
receiving updates on the O&M Manuals required under the EPC Contract(s)
for the manufacturers, vendors and suppliers of the various equipment,
components and systems of the Facility (including the recommendations of
manufacturers of various equipment, components, systems and parts of the
Facility in relation to Operation and Maintenance of the Facility). All updates
to the O&M Manuals shall be immediately Notified to the Employer, together
with a report detailing the impact on the Operations and/or Maintenance of the
wind turbines as a result of the same. Each Operator shall neither incorporate
any updates in the O&M Manuals nor implement the same without procuring
the written consent of the Employer.
4.9 ]NOT USED]
4.10 COMPLIANCE WITH PROJECT DOCUMENTS
4.10.1 Each Operator confirms that it has received copies of the Project Documents
and that it has reviewed the terms thereof thoroughly and is familiar with such
terms.
4.10.2 The Operators shall:
(i) observe, perform and comply with all requirements of the Project
Documents so far as they relate or apply to the Works;
(ii) ensure that no act or omission by the Operators, the Operator’s

personnel nor their Subcontractors of any tier shall directly cause or
contribute to any breach by the Employer of any of the Employer’s
obligations under or pursuant to any of the Project Documents.
4.10.3 Without prejudice to the generality of this Section 4.10 (Compliance with

Project Documents), in any case where under this Agreement or the Project
Documents, any drawings, programmes, notices, reports or other documents
relating to the services and maintenance of the Project are required to be
submitted to the Purchaser, AEDB, the GOP or any other Person in connection
with the Works, the Operator shall, unless otherwise provided in this
Agreement or otherwise instructed in writing by the Employer, submit the
same in the manner and within sufficient time to allow the Employer to submit
the same in the manner and within the time (if any) prescribed therefor in the
Project Documents and so as not to cause or contribute to any breach by the
Employer of any of the Employer’s obligations under the Project Documents or
to prejudice any right or entitlement which the Employer may have under the
Project Documents. The Operators shall endeavour to submit all drawings,
programmes, notices, reports or other documents at the earliest possible time to
preclude or mitigate any possible delay arising from the review of documents
by the Employer, the Purchaser, AEDB or the GOP.
4.10.4 To the extent that the same is required in connection with an Operator’s
obligations under this Agreement, the Employer shall promptly pass to such
Operator all information, documents and communications which it shall
receive from time to time.
4.10.5 Without limitation to its obligations under Sections 4.10.1 to 4.10.4, the
Operators shall at all times communicate with and provide such information
relating to the Operation and Maintenance of the Facility as is reasonably
requested by the Employer.
4.10.6 From the Effective Date and prior to the Commencement Date, the Parties shall
jointly review the Energy Purchase Agreement and the Implementation
Agreement to identify and reasonably agree on the provisions/extracts which
capture the requirements in the said agreements that relate or apply to the
Works. Such agreement on the provisions/extracts of the Energy Purchase
Agreement and the Implementation Agreement shall be a condition precedent
to the Commencement Date.
4.11 SECURITY PROCEDURE
Each Operator shall comply with the Employer’s Security Procedure and Part II
(Operator’s Security Procedure Parameters) of Schedule 19 (Security Procedure)
(the Operator’s Security Procedure). Each Operator agrees to procure compliance by
its representatives, employees, contractors and Subcontractors with the requirements of
the Employer’s Security Procedure and the Operator’s Security Procedure.
The Employer bears the responsibility for the security of the Facility (including the
equipment located at the Facility) and the Site and the Security Costs in respect of the
security of the Facility, including the Site, shall be on account of the Employer. The
Employer may provide the security services through a sub-contractor by entering into
appropriate agreement(s) with the sub-contracted security provider.
4.12 INSPECTION

The Operators shall give the Employer and the Employer's Representative (including
any technical advisors appointed by the Employer and the Lenders) full opportunity to
inspect, examine and measure any Work wherever carried out at Employer’s own cost
and the Employer's Representative shall be entitled during the Operating Period, at any
places where the Works are being carried out, to inspect and examine the Works their
performance, progress and workmanship, provided however, the Operators shall prior
to the Employer’s inspection or examination of the Works inform (and provide
reasonable justification in respect of the same) the Employer that such inspection or
examination shall adversely impact the Availability Guarantee and if the Employer still
inspects or examines the Works, the Operators shall not be responsible for failing to
meet the Availability Guarantee to the extent attributable to such inspection or
examination.
4.13 PROGRAMME
4.13.1 Not later than thirty (30) days before the commencement of each Operating
Year, each Operator shall prepare and submit to the Employer its proposed
Operation and Maintenance plan, in the form and substance set out in Schedule
10 (Operations), Schedule 15 (Planned Maintenance) and Schedule 22
(Programme), and programme for the following Operating Year. Each
Operator shall ensure that its proposed plan and programme is consistent with
the requirements of the Applicable Standards. Each plan and programme shall
show all relevant information in relation to the anticipated Operation and
Maintenance of the Facility on a monthly basis during the relevant Operating
Year, including all things as set out in Schedule 22 (Programme).
4.13.2 The Employer shall Notify the Operators, within fifteen (15) days of receipt of
the Operators’ proposed Operations and Maintenance plan and programme for
the upcoming Operating Year, whether the Employer accepts such Operations
and Maintenance plan and programme of the Operators or shall propose
amendments to the same; provided, however that acceptance or proposal of
amendments to the plan and programme by the Employer shall not relieve the
Operators of their obligations to perform the Works and to Operate and
Maintain the Facility in the upcoming Operating Year in accordance with their
respective obligations under this Agreement. In the event the Employer
proposes amendments to an Operator’s proposed plan and programme, the
Parties shall meet (within ten (10) days of the Employer’s proposal of such
amendments) to discuss such amendments and to mutually agree on the same.
The Employer shall not propose amendments to an Operator’s proposed plan
which impacts such Operator’s cost. In the event the Parties fail to agree on the
amendments proposed by the Employer within ten (10) days of the meetings
between the Parties, the matter shall be referred to the Independent Expert,
whose decision on the matter shall be final and binding. The costs of the
Independent Expert shall be borne by the Party against whom the Independent
Expert gives its determination or, in the event the Independent Expert’s
determination does not go against any Party, each Party shall bear the
Independent Expert’s cost equally. If the Employer fails to accept such
Operations and Maintenance plan and programme or to propose amendments

within twenty (20) days of submission of Operations and Maintenance plan by
each Operator, such service and Maintenance plan and programme shall be
deemed approved and accepted by the Employer without any amendments.
4.13.3 The plan and programme (the Programme):
(a) submitted by the Operators to the Employer and approved by the

Employer in terms of Section 4.13.2 without any amendments; or
(b) submitted by the Operators to the Employer, as amended by the

amendments proposed by the Employer that are mutually agreed
between the Parties in accordance with Section 4.13.2 and in case of
any amendments not agreed to between the Parties, as also amended
pursuant to the Independent Expert’s determination in accordance with
Section 4.13.2;
shall be strictly complied with by the Operator for performance of the Works
and the Operator shall commence and proceed with the implementation of the
Programme in accordance therewith during the Operating Year to which it
relates.
4.13.4 The Programme shall also include all major events and activities in the
preparation of O&M Documents and submission of the same to the Employer
for the review of the same by the Employer.
4.13.5 The Operators shall, whenever required by the Employer's Representative,

provide in writing, a general description of the arrangements which the
Operators propose to adopt for the execution of the Works. Any alteration to
the Programme or to such arrangements and methods shall be made by each
Operator with prior notice to the Employer's Representative and any alterations
made shall reflect the requirement for coordination of the Works with the
actions and obligations of the Employer and the works to be carried out by
other contractors of the Employer pertaining to the Project provided that any
such alteration shall not affect the Agreement Price.
4.13.6 Any reports (including the Progress Report) submitted by the Operators and
covering the execution of each Operator’s obligations under this Agreement
shall emphasize any delay in the Programme.
4.14 REPORTS & REPORTING
4.14.1 Following commencement of the Operating Period, the Progress Reports shall
be prepared by each Operator and submitted to the Employer’s Representative
in writing on:
(a) a daily basis for the previous day within eight (8) hours of the
commencement of the next day (one (1) soft copy through email and a
fax copy);

(b) a monthly basis within ten (10) days of the commencement of the next
month (one (1) soft copy through email two (2) hard copies);
(c) a monthly basis within one (1) day of the commencement of the next
month (one (1) soft copy through email) setting out only such
information as is required by the Employer for the purposes of
invoicing the Purchaser; and
(d) a yearly basis within twenty (20) days of the end of each Operating
Year (one (1) soft copy through email and two (2) hard copies),
in each case, in accordance with the requirements set out in Schedule 16

(Progress Reports). Reporting shall continue until each Operator has
completed its portion of the Works in its entirety.
4.14.2 Each Operator shall prepare and provide to the Employer, no later than three
(3) months prior to the end of the Operating Period (or, if this Agreement is
terminated prior to the expiry of the Operating Period, at the time of
termination) a report in the form and substance set out in Schedule 23 (End of
Term Report).
4.14.3 Copies of all reports produced or prepared during any testing, inspection,
investigation of the Works shall be provided by each Operator to the Employer
within seven (7) days of generation and preparation of the report.
4.14.4 The Operators shall provide necessary data for preparing reports that are
reasonably required by the Lenders and/or the Power Purchaser.
4.15 OPERATING PROCEDURES & TECHNICAL LIMITS
4.15.1 The Operators shall perform all Works in accordance with the Operating
Procedures and the Technical Limits. The Parties shall meet from time to time
to propose changes to the Operating Procedures, as changes in events and
circumstances may require.
4.15.2 The Operators shall assist the Employer in the amendments to the Operating
Procedures and shall be available for all such meetings with the Purchaser, as
required under the Energy Purchase Agreement or as may be required for any
amendments to the Operating Procedures. The Parties shall meet and discuss
such proposed amendments and, subject to agreement of the Parties and the
approval of the Purchaser, incorporate such amendments in the Operating
Procedures.
4.16 FORECASTING OF WIND TURBINES POWER OUTPUT
4.16.1 The Operators shall predict the availability of the wind at the Site using
statistical historic data and using such equipment as is available within the
wind turbines as of the date of such prediction and on that basis:

(a) not later than twenty four (24) hours prior to the beginning of each day
following the Commencement Date, the Operators shall Notify the
Purchaser and the Employer (or revise any such information previously
given) of the estimated net output of the wind turbines in MW which
the wind turbines is likely to generate for each hour of such day;
(b) not later than seven (7) days before the beginning of each month, the
Operators shall Notify the Purchaser and the Employer (or revise any
such information previously given) of the month ahead forecast of
estimated net output of the wind turbines in MW which the wind
turbines is likely to generate for each week of the succeeding month;
and
(c) not later than thirty (30) days before the beginning of each Operating
Year, the Operators shall Notify the Purchaser and the Employer (or
revise any such information previously given) of the Operating Year
ahead forecast of the estimated net output in MW of the wind turbines
which the wind turbines is likely to generate for each month of the
succeeding Operating Year.
4.16.2 The estimates provided by the Operators to the Purchaser and the Employer
under this Section shall not be binding on the Operators, the Employer or the
Purchaser.
4.16.3 The Employer might engage a third party Forecasting Consultant in accordance
with the Energy Purchase Agreement. In that case, The Operators shall not be
required to fulfil the obligations of Section 4.16.1, instead, the Operators shall
cooperate with the Employer in respect of the Employer’s forecasting related
obligations under the Energy Purchase Agreement. In this regard, the
Operators shall provide all necessary assistance to the Forecasting Consultant,
including providing an interface to the Forecasting Consultant for accessing the
input data, however, such assistance would exclude changing or modifying any
of the installed hardware or ensuring interface compatibility.
4.17 DESPATCH INSTRUCTIONS
4.17.1 The Operators shall comply with the Despatch Instructions issued by the
Purchaser, provided, that such Despatch Instructions are consistent with the
Technical Limits.
4.17.2 The Operators shall be responsible for any direct liaison and communication
with the Purchaser regarding the Despatch Instructions. The Operators shall
keep records of all such communications and include it in each daily and
monthly Progress Report(s). Further, the Operators shall include voice
recordings of the Despatch Instructions provided by such communication.
4.17.3 The rights of (and limitations on) the Purchaser relating to the delivery of the
Despatch Instructions may be assigned by the Purchaser to the System
Operator and in such case, as notified by the Employer, the Operators shall act

accordingly.
4.18 EMERGENCY PROCEDURES
The Operators shall comply with such Emergency procedures developed for the
Facility in accordance with this Agreement.
4.19 FORCED OUTAGES OR PARTIAL FORCED OUTAGES
The Operator shall Notify the Employer and the Purchaser as soon as practicable after
the occurrence of a Forced Outage or Partial Forced Outage which notice shall set out
the likely cause thereof, together with an estimated time frame within which such
Forced Outage or Partial Forced Outage is likely to end on the basis of information
available to the Operator at the time. The Operator shall, periodically, update any
Notice provided under this Section on the basis of further information that may become
available to the Operator from time to time.
4.20 TAMPERING WITH THE METERING SYSTEM, THE BACK-UP METERING SYSTEM, THE
SCADA SYSTEM, THE ANEMOMETRY SYSTEM OR THE FACILITY MONITORING
SYSTEM
The Operators shall not tamper, and shall ensure that its representatives, agents,
employees, Subcontractors, vendors, suppliers and other personnel (engaged by the
Operators for the performance of the Works or any part thereof) of any tier do not
tamper, with the Metering System, the Back-up Metering System, the SCADA System,
the Anemometry System or the Facility Monitoring System. Should either of the
Operators breach the foregoing covenant, such Operator shall take all remediable
action reasonably acceptable to the Employer to ensure that such tampering does not
reoccur, including the development or addition of security systems. Furthermore, such
Operator shall be liable to make good any and all penalties and damages levied by the
Purchaser and any costs, expenses and losses suffered by the Employer, in each case
under the Energy Purchase Agreement, on account of detected tampering of the
Metering System, the Back-up Metering System, the SCADA System, the
Anemometry System or the Facility Monitoring System.
4.21 NOTICE TO CORRECT & REMEDIAL PLAN
4.21.1 If:
(a) the Works fail to comply with the Warranty subject to, and to the
extent provided in, Article 12 (Warranty); or
(b) the Works are not executed or completed or remedied in accordance

with the Programme and if an Operator will materially fall behind the
Programme;
(the Non-Compliant Work)
then, the Employer's Representative may issue a written notice, to the relevant

Operator responsible for either the WTG Works or the BOP Works (as the case
may be), to remedy the above Non-Compliant Work(s) (the Notice to
Correct).
4.21.2 The relevant Operator shall:
(a) within fifteen (15) days of receipt of the Notice to Correct; and/or
(b) irrespective of whether the Employer has issued a Notice to Correct,

within fifteen (15) days of the occurrence of the Non-Compliant
Works,
submit to the Employer a remedial plan for the remedying of the Non-
Compliant Work(s).
4.21.3 In the event the remedial plan submitted by an Operator is rejected by the
Employer (including due to timelines proposed by such Operator for the
commencement and/or implementation of the remedial plan), the matter shall
be referred to the Independent Expert. If the Employer and such Operator do
not agree with the Independent Expert’s decision, such Party shall have the
right to refer the matter to arbitration in accordance with Section 21.2
(Arbitration). The costs of the Independent Expert shall be borne by such Party
against whom the Independent Expert gives its determination.
4.21.4 The remedial plan (the Remedial Plan):
(a) submitted by an Operator to the Employer and acceptable to the

Employer (as aforesaid); or
(b) determined in accordance with Section 4.21.3,
shall, in each case, be strictly complied with by the relevant Operator and the
responsible Operator shall proceed with the implementation of the Remedial
Plan so as to remedy the Non-Complaint Work in accordance with the
Remedial Plan.
4.21.5 The development, performance and implementation of the Remedial Plan shall
be solely for the account of the relevant Operator.
4.21.6 If the relevant Operator fails to:
(i) submit a remedial plan in accordance with Section 4.21.2; or
(ii) commence, proceed, comply and/or implement the Remedial Plan; or
(iii) remedy the Non-Compliant Work following implementation of the

Remedial Plan within the timelines contemplated by the Remedial
Plan,

then the same shall constitute an event of default by such Operator and the
provisions of Section 9.2.1 (Termination for Operator’s default) shall apply.
4.22 COORDINATION OF WORKS & PROJECT MANAGEMENT SERVICES
4.22.1 After the Commencement Date, to the extent applicable, the Operators shall be
responsible for the coordination and general management of the Works, subject
to the approval and endorsement of the Employer. Such coordination shall
include notifying the Employer and scheduling the remedying of the Defects
and Deficiencies but limited to the Works, in such case, the Operators shall
provide facilitation in shape of notifying the Defects and Deficiencies to the
Employer, thereby the Employer to interface with the EPC Contractors and/or
the 2 Year O&M Contractor (as the case may be) for obligations under the
EPC Contract and the 2 Year O&M Contract, respectively. The Project
Contractors shall require to obtain such remedial work permit (if required)
from the Operators duly endorsed by the Employer. Any availability hit due to
the performance of such remedial work by the EPC Contractor(s) or the 2 Year
O&M Contractor shall not be accounted for in the Availability Guarantee
provided by the Operators under this Agreement.
4.22.2The Operators shall also be responsible for management and progress of all
Works on the Site and performance of all obligations during the Operating
Period until Performance End Date. The Project Management Services to be
rendered by the Operators as part of the Works shall be deemed to include,
inter alia, management services such as co-ordination, supervision and
inspection of Operations and Maintenance of the Facility, activities at the Site
and Employer shall co-ordinate the activities of the EPC Contractor, their
subcontractors, the labor(s) and the Employer’s personnel/or 2 Year O&M
Contractor as per Section 4.22.1 above (collectively, the Project Management
Services).
4.23 GENERAL
The Operators shall fulfil their respective payment obligations (if any) and other
responsibilities and obligations under this Agreement.
The Operators agree to cooperate with each other and the Employer in performing their
respective obligations under this Agreement in order to undertake the Works.
4.24 PHYSICAL PRESENCE AT SITE
The Operators shall be primarily responsible for the monitoring of the Facility by
physical presence at the Site, including an immediate physical presence at the Facility,
whenever required. The Operators shall not be relieved of their obligations to perform
the Works (that are to be performed at the Site) by sole performance of the same
through remote arrangements. The Operator A shall maintain a workforce of at least
two (2) technicians at the Site during working hours for the performance of the WTG
Works, as required. The Operator B shall have a dedicated workforce for the Project
comprising of at least nine (9) persons in total (two (2) electrical engineers, four (4)

control room operators, one (1) health & safety engineer, one (1) admin / warehousing
in-charge, two (2) indirect staff), whereas any additional requirement shall be met by
the Operator B through its back offices including a project manager, for the
performance of the BOP Works.

5. ASSUMPTIONS AND ASSUMPTION DEVIATIONS
5.1 ASSUMPTIONS
The Agreement Price has been based on the assumptions stated below:
5.1.1 the Facility will be located at Jhimpir, District Thatta, Province of Sindh,
Pakistan;
5.1.2 the Facility shall include twenty-five (25) WTGs;
5.1.3 Site specific assumptions as detailed in Schedule 24 (Site Specific

Assumptions);
5.1.4 provision of an onsite building and relevant maintenance by the Employer; and
5.1.5 full accessibility to the Site for the Operators.
5.2 ASSUMPTION DEVIATIONS
If an Assumption Deviation occurs requiring an Operator to undertake extra work, such

works shall be undertaken by such Operator as Extra Works in accordance with Article
18 (Extra Works).

6. AGREEMENT PRICE AND PAYMENT TERMS
6.1 FIXED MONTHLY PAYMENTS
6.1.1 In consideration of the Works (other than the Extra Works) provided by the
Operator A and the Operator B, in any month, the Employer shall pay each
Fixed Monthly Payment to each Operator in accordance with Section 6.1
(Fixed Monthly Payments), in arrears, after each month during which the
Works have been performed. However, the first Fixed Monthly Payment by the
Employer shall be made on the date falling immediately after the
Commencement Date and similarly thereafter on each monthly anniversary,
provided invoices are issued to the Employer in accordance with this Section
6.1.1.
6.1.2 The Fixed Monthly Payments are stated in the table below and adjusted as
further described in Section 6.2 (Price Escalation).
OPERATING USD FIXED PKR FIXED PKR FIXED

YEAR MONTHLY MONTHLY MONTHLY
PAYMENTS PAYMENTS PAYMENTS
(EXCLUDING (EXCLUDING (EXCLUDING
SINDH SALES SINDH SALES SINDH SALES TAX
TAX ON TAX ON ON SERVICES)
SERVICES) SERVICES) (FOR BOP
(FOR WTG (FOR WTG WORKS)
WORKS) WORKS)
1 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
2 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
3 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
4 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
5 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
6 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
7 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
8 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
9 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
10 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
11 USD30,208.00 PKR 5,099,167.00 PKR 2,625,000
The Fixed Monthly Payments for Operator A will be split in two (2) equal
payments consisting of USD Fixed Monthly Payment and PKR Fixed Monthly
Payment.
The USD Fixed Monthly Payments shall be as set out in the table above and be
paid in equivalent PKR (at the rate notified by National Bank of Pakistan (sell
side) of USD / PKR) prevailing on the last working day immediately prior to
the date of invoice by the Operator and shall be adjusted in accordance with
Section 6.2 (Price Escalation).

The PKR Fixed Monthly Payment shall be as set out in the table above and
shall be adjusted in accordance with Section 6.2 (Price Escalation)
Such payment shall be made into a bank account within Pakistan designated
by the Operator upon the Commencement Date.
6.1.3 The Employer shall pay the Security Costs directly to the security
subcontractor appointed by the Employer for security of the Site and Facility as
per Section 4.11 (Security Procedure) above and any amounts so paid by the
Employer shall be in addition to the Agreement Price payable to the Operators
hereunder.
6.2 PRICE ESCALATION
All Fixed Monthly Payments and payments following termination shall be adjusted in
accordance with the Indexation Mechanism.
6.3 EXTRA WORK
The Operators shall submit monthly invoices for any Extra Work once such work is
performed and as Parts for such works are shipped. The Employer shall make payment
for such Extra Work within thirty (30) days from receipt of the relevant Operator’s
invoice(s).
6.4 METHOD OF PAYMENT
The Employer shall make all payments by wire transfer to the bank account(s)
identified in writing by the Operator A and the Operator B. The Operator A or the
Operator B may request the Employer, in writing, to make any payments due from the
Employer to the Operator hereunder to any Subcontractor directly. Any such payments
made by the Employer to a Subcontractor, as per the written instructions of the
Operator A or the Operator B, shall be deemed to be amounts paid to such Operator
hereunder in respect of the relevant invoice and such Operator shall have no further
claims in respect of any such amounts.
(i) The Operator A and the Operator B shall invoice to the Employer directly for
their respective portion of the Works to the Employer for payment. Thereafter,
the Employer will make the payments to the Operator A and the Operator B
accordingly.
(ii) In consideration of the Parts and Services provided by each Operator, the
Employer shall pay each month Fixed Monthly Payment within (30) days of
receiving the relevant invoice from Operator A and/or Operator B.
(iii) Any invoices issued by Operator B shall be attached with a certificate issued
by the Operator A, stating that the Works relevant to the Operator B have been
done in the previous month. Without such certificate, the Employer shall not
make any payment to the Operator B (or any of its Subcontractors).

6.5 LATE PAYMENT
The Employer and the Operator A and Operator B shall pay interest on all amounts not
timely paid in accordance with this Agreement at: (i) in the case of payments in USD at
LIBOR plus two percent (2%) per annum; (ii) in the case of payments in PKR at
KIBOR plus two percent (2%) per annum, compounded semi-annually, calculated for
the actual number of days for which the relevant amount remains unpaid on the basis of
a three hundred and sixty five (365) day year. The Employer or the Operators (as the
case may be) will calculate the applicable interest if any and may include such interest
in invoices issued by them from time to time.
6.6 NO SET OFF RIGHTS
Unless otherwise set out in this Agreement, neither Party shall withhold, deduct or set
off any payment obligations due to the other Party against any amounts disputed by the
other Party.
6.7 PAYMENTS
Each invoice submitted by an Operator shall become due for payment thirty (30) days
after the date the Operator submits the invoice to the Employer. If the Employer finds
an error on the face of the invoice the same shall be communicated to the relevant
Operator and the corrected invoice shall be resubmitted by such Operator. The payment
for such corrected invoice shall be due thirty (30) days after the date the Operator re-
submits the invoice to the Employer.

7. AVAILABILITY GUARANTEE AND LIQUIDATED DAMAGES
7.1 AVAILABILITY GUARANTEE
7.1.1 The Operator hereby guarantees the meeting and achievement of the
Availability Guarantee in accordance with the provisions of Schedule 25
(Availability Guarantee). The Employer and the Operators agree to the
following:
(a) The Availability Guarantee (A(gwp)) is based on the entire Facility,

including the BOP. Therefore, the Availability Guarantee calculation
shall be based on A(wp’) and A(wtg’). Accordingly, the Availability
Guarantee LDs shall be for the Availability Guaratee of the Facility
(including BOP) and shall be calculated in accordance with the following
formula:
LD=EP×AEP×(A(gwp)/ A(wp'))-1
(b) The calculation of the Availability Guarantee by excluding the BOP

(A(wp) and A(wtg) as provided in paragraph 3 of Schedule 25
(Availability Guarantee)), to determine the breakdown of the
Availability Guarantee LDs (LDwtg and LDbop as provided in paragraph 5
of Schedule 25 (Availability Guarantee)) shall be utilised for
information of the Employer to determine which part of the Availability
Guarantee LDs is contributed by the Operator A and the Operator B,
respectively. Such separate formulas for the Availability Guarantee LDs
will only become applicable when either the Availability Guarantee LDs
Cap of Operator A or the Availability Guarantee LDs Cap of Operator B
has been reached.
7.1.2 The Employer is entitled to claim the Availability Guarantee LDs in the
manner specified in Section 7.1 (Availability Guarantee) and Schedule 25
(Availability Guarantee) in connection with the Works from:
(a) the Operator A and the Operator B for their respective portion of the
Availability Guarantee LDs; or
(b) the Operator A for the total Availability Guarantee LDs,
as compensation for damages and not as a penalty, for failure to meet the
Availability Guarantee.
7.1.3 In the event Availability Guarantee LDs (by way of calculation) would exceed
the Availability Guarantee LD Cap, the Employer shall be entitled to terminate
this Agreement in accordance with Section 9.2.1 (Termination for Operator’s
Default) and pursue its remedies set out therein. However, in the event that the
Operators continue to pay the Extended Availability Guarantee LDs, the
Agreement shall not be terminated.
7.1.4 In the event the Operators do not pay the Extended Availability Guarantee LDs

in terms of this Agreement, the Employer shall have the right to terminate this
Agreement in accordance with Section 9.2.1 (Termination for Operator’s
Default) and pursue its remedies set out therein.
7.2 LIQUIDATED DAMAGES
7.2.1 All liquidated damages payable by the Operators to the Employer pursuant to
Section 7.1 (Availability Guarantee) and Schedule 25 (Availability
Guarantee) shall be paid by the Operators within thirty (30) days from the
Employer’s issuance of an invoice claiming such liquidated damages.
Notwithstanding the provisions of Section 6.6 (No Set Off Rights), in the event
any undisputed liquidated damages are due and payable by an Operator to the
Employer, the same shall be set-off by the Employer against the next invoice
that may be received from such Operator under this Agreement.
7.2.2 It is acknowledged and agreed by the Parties that the liquidated damages
provided for in Section 7.1 (Availability Guarantee) and Schedule 25
(Availability Guarantee) are:
(i) in all respects fair and reasonable and represent a genuine pre-estimate
of the losses, damages and expenses likely to be suffered or incurred
by the Employer arising out of any breach by the Operator of its
obligations under this Agreement; and
(ii) in full settlement of all losses, damages and expenses likely to be

suffered or incurred by the Employer arising out of any breach by the
Operator of its obligations under this Agreement,
and without prejudice to Article 9 (Default, Termination) and the compensation

payable thereunder, the Parties acknowledge and agree that the Employer’s
sole and exclusive pecuniary remedy in the event the Operator fails to meet the
Availability Guarantee, shall be the liquidated damages provided for in this
Section and in Schedule 25 (Availability Guarantee).
7.2.3 In the event that the provisions for payment of liquidated damages are held
unenforceable in whole or in part, the Employer shall be entitled to recover
from the Operators direct loss and damages suffered by the Employer under
this Agreement.
7.2.4 Payment of any liquidated damages in accordance with this Section shall not
relieve the Operators from their respective obligations to Operate and Maintain
the Facility or from any other duties, obligations or responsibilities which they
have under this Agreement.
7.3 PERFORMANCE BOND
7.2.1 On or prior to the Commencement Date, the Operator B shall provide the
Employer with the Performance Bond. The Performance Bond shall be in the
amount equal to twenty (20%) percent of the annual Agreement Price for the
BOP Works, and shall secure the payment of liquidated damages by the

Operator B to the Employer for the Operator B’s failure to meet the
Availability Guarantee under this Agreement. The Performance Bond shall
come into force and shall become automatically effective upon issuance.
7.2.2 The Performance Bond shall be encashable in accordance with the terms
thereof and shall be payable on the Employer’s first written demand without
reference, recourse or any prior notice to the Operator B for encashment. The
provision and the effectiveness of the Performance Bond is also a condition
precedent to the Employer’s obligation to make any payments under this
Agreement.
7.2.3 The Operator B shall establish and furnish to the Employer a Performance
Bond for each Operating Year. Each Performance Bond shall be valid for
twelve (12) months following its issuance (the Performance Bond Expiry
Date). Fifteen (15) days prior to each Performance Bond Expiry Date, the
Operator B shall extend the validity of such Performance Bond for a further
period of twelve (12) months or replace the Performance Bond with a new
Performance Bond valid for a period of twelve (12) months, effective in each
case upon expiry of the last Performance Bond. The Performance Bond to be
established in the last Operating Year shall be maintained until the date falling
at least twenty-eight (28) days after the Employer’s issuance of the Operating
Period Expiry Certificate. Each Performance Bond shall be valid and
enforceable until its expiry. The Operator B shall ensure that each Performance
Bond, at the time of issuance or extension in validity, shall be in the amount
equal to twenty percent (20%) of the annual Agreement Price for the BOP
Works.
7.2.4 In the event of failure by the Operator B to keep valid, extend the validity of or
provide a new Performance Bond in accordance with Section 7.3
(Performance Bond), the Employer shall have the right to encash the
Performance Bond to its full outstanding value, provided, however, when the
Employer has encashed the Performance Bond in terms of this Section 7.3.4,
the Employer shall refund the encashed proceeds to the Operator B
immediately upon the Operator B establishing and furnishing to the Employer
a new Performance Bond in accordance with Section 7.3 (Performance Bond).

8. OPERATING PERIOD EXPIRY, TERM AND EXTENSION OF TERM
8.1 OPERATING PERIOD EXPIRY
8.1.1 Upon the Performance End Date, each Operator’s obligations and liabilities
relating to the Operating Period for the Works shall expire.
For avoidance of doubt, the Operators shall not be responsible for carrying out
any further Operations or Maintenance works in relation to the Facility after
expiry of eleven (11) years from the Commencement Date, other than any
Works that each Operator is required to carry out in order to satisfy the
Operating Period Expiry Criteria or the Works that are required to be carried
out by each Operator under this Agreement up to the expiry of the Operating
Period.
8.1.2 The Operator shall Notify the Employer when each of the Operating Period
Expiry Criteria have been met and pursuant to such Notification shall request
the Employer for issuance of the Operating Period Expiry Certificate.
Following the Employer’s receipt of the Operators’ afore-stated Notification,
the Employer shall within thirty (30) days of receipt of such Notification,
either:
(a) upon its verification of each of the Operating Period Expiry Criteria
being met, issue the Operating Period Expiry Certificate; or
(b) reject the Operators’ request for issuance of the Operating Period
Expiry Certificate and Notify the Operators of the Operating Period
Expiry Criteria or any part thereof not being met.
If the Employer fails to issue the Operating Period Expiry Certificate or reject
the Operators’ request as aforesaid within the said thirty (30) days, the
Operating Period Expiry Certificate shall be deemed to have been issued on
the first day of the aforesaid period.
8.1.3 In the event of the Employer’s rejection of the Operators’ request for issuance
of the Operating Period Expiry Certificate in accordance with Section 8.1.2(b),
the Operators shall either:
(a) accept the Employer’s rejection for issuance of the Operating Period
Expiry Certificate, in which case each Operator shall perform its
relevant obligations under this Agreement so as to meet the Operating
Period Expiry Criteria and the procedure set out in Section 8.1.2 and
Section 8.1.3 shall be repeated, provided, however, the thirty (30) days
time period in Section 8.1.2 shall be substituted by fifteen (15) days;
or
(b) dispute the Employer’s decision of the Operating Period Expiry

Criteria or any part thereof not being met, in which case such dispute
shall be referred to the Independent Expert whose determination on

such matter shall be binding. In the event the Independent Expert
determines:
(i) that the Operating Period Expiry Criteria is not met, the
Operator shall perform its relevant obligations under this
Agreement so as to meet the Operating Period Expiry Criteria
and the procedure set out in Section 8.1.3 shall be repeated; or
(ii) that the Operating Period Expiry Criteria is met, the Employer
shall issue the Operating Period Expiry Certificate within
three (3) business days of the Independent Expert’s
determination.
The costs of the Independent Expert shall be borne by the Party against whom
the Independent Expert gives its determination or, in the event the Independent
Expert’s determination does not go against any Party, each Party shall bear the
Independent Expert’s cost equally.
8.2 TERM
This Agreement shall become effective on the Effective Date and shall expire on the
Performance End Date. Unless otherwise set out in this Agreement, the Operators’
obligation to perform the Works shall commence upon the Commencement Date.
The Employer shall issue a written anticipatory notice of Commencement Date. Within
thirty (30) days of such notice by the Employer, the Operator A and Operator B shall
respectively issue a written notice to the Employer stating that it has accepted the
WTGs and/or BOP in the state in which the same has been delivered by the 2 Year
O&M Contractor, including normal wear and tear, where after the Employer shall
notify to the Operator, in writing, the date of commencement of the Works
(Commencement Date).
The Employer shall also provide:
(a) details of Parts / equipment that have extended warranty going into the LT
O&M period.
(b) the details of any outstanding works / defects & deficiencies coming forward
from 2 Year O&M Contract (if possible).
8.3 EXTENSION OF TERM
No later than twelve (12) months prior to the expiry of the Term, the Employer may
Notify the Operator of its desire to extend the Term of this Agreement for a further
period of five (5) years or as may be otherwise mutually agreed. Upon such
notification, subject to Operators’ approval, the term shall be extended for a further
period of five (5) years or such other period as may have been mutually agreed.

However, the Agreement Price in the case of extension of the Term would be subject to
revision.
8.4

9. DEFAULT, TERMINATION
9.1 TERMINATION AT THE EMPLOYER’S OPTION AND TERMINATION FOR EMPLOYER’S

DEFAULT
9.1.1 Termination at the Employer’s Option
The Employer may at any time terminate this Agreement or terminate the
Operator A or the Operator B, if in its reasonable opinion, the operations and
maintenance of the Facility is no longer possible or commercially viable
(including as a result of a material reduction in the tariff applicable for the
Project, or the termination of Energy Purchase Agreement / Implementation
Agreement not due to a default by the Operators) by giving the Operator a
Notice of termination which refers to this Section 9.1.1 (Termination at the
Employer’s Option). The Employer performing the operations and maintenance
itself or engaging a third party to do so shall not be considered a commercially
viable reason to terminate this Agreement.
9.1.2 Termination for Employer’s default
The Operators may terminate this Agreement in the following circumstances

by giving a Notice of termination to the Employer which refers to this Section
9.1.2 (Termination for Employer’s Default) and its reason for termination have
not arisen due to a breach of such Operator’s obligations under this Agreement
and/or a Force Majeure Event):
(i) the Employer has failed to make due payments to the Operator (as per
the terms of this Agreement) and except for any deductions that the
Employer is entitled to make under this Agreement, following the
Operator having complied with the requirements for such payments
under this Agreement, within thirty (30) days of the Notice of the same
to the Employer by the Operator, which Notice shall be a precondition
for termination;
(ii) the Employer becomes bankrupt or Insolvent, or has a receiving order

against it, or compounds with its creditors, or, being a corporation, a
resolution is passed or order is made for its winding up (other than a
voluntary liquidation for the purposes of amalgamation or
reconstruction), or a receiver is appointed over any part of its
undertaking or assets, or if the Employer takes or suffers any other
analogous action in consequence of debt, which in each case is not
resolved by the Employer within a period of ninety (90) days of Notice
from the occurrence of such an event;
(iii) the Employer assigns or transfers this Agreement or any right or

interest therein in violation of the provisions of Section 14.1
(Assignment) and fails to remedy such violation within thirty (30) days
of the Operator’s Notice to the Employer stating such violation;

(iv) in respect of any statement, representation or warranty (set out in
Section 27.1) given by the Employer proves to be incorrect, in any
material respect, when made or when reaffirmed and such incorrect
statement, representation or warranty having a material adverse effect
on the Operator’s ability to perform its obligations under this
Agreement or having a material adverse effect on the rights or
obligations of the Operator under this Agreement;
(v) any material breach or material default by the Employer of its

obligations under this Agreement that is not remedied within ninety
(90) days after Notice from the Operator to the Employer stating such
material default or material breach, except in case where:
(a) such material breach or material default is referred in or

covered by other sub-sections of this Section 9.1.2
(Termination for Employer’s Default); or
(b) there are other remedies available to the Operator under this
Agreement for such a material breach or material default of the
Employer; or
(vi) following expiry of the insurance policy as set out in Section 11.2.1(v),
the Employer has not remedied within thirty (30) days after Notice
from the Operator, unless such expiry of the insurance policy directly
and solely results from the Operator’s Wilful Misconduct and/or Gross
Negligence.
9.1.3 Payments following termination for the Employer’s Option or Employer’s

Default
In the event this Agreement is terminated under Section 9.1.1 (Termination at

the Employer’s Option) or Section 9.1.2 (Termination for Employer’s Default),
the following amounts shall be due and payable by:
(i) the Operator to the Employer:
(a) [Not Used];
(b) any liquidated damages accrued that the Operator is liable for
as at the date of termination.
(ii) the Employer to the Operator A:
(a) termination amount, payable in Pakistan in PKR, being the

reasonable amount payable as liquidated damages and not as
penalty for such event will be as specified in Schedule 30
(Termination Amounts) which has been calculated in
accordance with the formula below:

Formula for the Operator A:
termination amount = (132 – number of months lapsed from

Commencement Date) x ((USD Fixed Monthly Payment x FX)
+ PKR Fixed Monthly Payment) x 15%
where:
FX = PKR / USD exchange rate prevailing on the last

working day immediately prior to the date of
termination notice
(b) any undisputed amounts due and payable to the Operator A

under this Agreement for the WTG Works completed prior to
the date of termination;
(c) any undisputed amounts due and payable to the Operator A

under this Agreement for the WTG Works performed but not
completed by the Operator A prior to the date of termination;
(d) any undisputed amounts due and payable to the Operator A

under this Agreement for Extra Works approved and
performed but not completed by the Operator A prior to the
date of termination; and
(e) any undisputed amounts due to the Operator A under this

Agreement for the WTG Works specified by the Employer in
the Notice of termination for the sole purpose of keeping safe
that part of the Works already executed, if any,
provided, however, the amounts set out in (b) to (e) shall be subject to
review by the Employer, at its cost, of the relevant proof and
documentary evidence submitted by the Operator A.
(iii) the Employer to the Operator B:
(A) If the Employer terminates this Agreement one (1) month prior
to the Commencement date, the Employer shall pay the
Operator B three (3) months Price for BOP Works.
(B) If the Employer terminates this Agreement after the

Commencement Date, it shall pay in the following manner:
(a) the aggragate of three (3) months Price for BOP

Works (as described in Article 6 (Agreement Price
and Payment Terms);
(b) any undisputed amounts due and payable to the

Operator B under this Agreement for the BOP Works
completed prior to the date of termination;
(c) any undisputed amounts due and payable to the

Operator under this Agreement for the BOP Works
performed but not completed by the Operator B prior
to the date of termination;
(d) any undisputed amounts due and payable to the

Operator B under this Agreement for Extra Works
approved and performed but not completed by the
Operator B prior to the date of termination;
(e) any undisputed amounts due to the Operator B under

this Agreement for the BOP Works specified by the
Employer in the Notice of termination for the sole
purpose of keeping safe that part of the BOP Works
already executed, if any,
provided that the amounts set out in (a) shall not be payable
where the Operator B is provided three month advance notice
of termination;
provided, however, the amounts set out in (b) to (e) shall be

subject to review by the Employer, at its cost, of the relevant
proof and documentary evidence submitted by the Operator B.
9.2 TERMINATION FOR OPERATOR’S DEFAULT
9.2.1 Termination for the Operator’s Default
The Employer may terminate the Works of either Operator under this
Agreement in the following circumstances following an Operator’s default by
giving a Notice of termination to such Operator and referring to this Section
and its reason for termination:
(a) Operator A or the Parent Guarantor becomes bankrupt or Insolvent, or

has a receiving order issued against it, or compounds with its creditors,
or, being a corporation, a resolution is passed or order is made for its
winding up (other than a voluntary liquidation for the purposes of
amalgamation or reconstruction) or a receiver is appointed over any
part of its undertaking or assets, or if the Operator A or the Parent
Guarantor takes or suffers any other analogous action in consequence
of debt, which in each case is not resolved by the Operator A or the
Parent Guarantor within a period of ninety (90) days from the
occurrence of such an event;
(b) Operator B becomes bankrupt or Insolvent, or has a receiving order

issued against it, or compounds with its creditors, or, being a

corporation, a resolution is passed or order is made for its winding up
(other than a voluntary liquidation for the purposes of amalgamation or
reconstruction) or a receiver is appointed over any part of its
undertaking or assets, or if the Operator B takes or suffers any other
analogous action in consequence of debt, which in each case is not
resolved by the Operator B within a period of ninety (90) days from
the occurrence of such an event;
(c) the Operator voluntarily abandons its portion of the Works or

repudiates this Agreement and fails to remedy the same within thirty
(30) days of the Employer’s Notice to such Operator stating such
violation;
(d) if the Operator commits a material breach of this Agreement and fails
to remedy the same within ninety (90) days or such additional period
as may be agreed by the Employer, after Notice from the Employer to
such Operator stating such material default or material breach;
(E) the Operator or its Subcontractors (including their representatives,

agents, executives, employees, Subcontractors, vendors, suppliers and
other personnel) have tampered with the Metering System, the Back-
Up Metering System, the SCADA System, the Anemometry System or
the Facility Monitoring System;
(F) in respect of any statement, representation or warranty set out in

Section 27.1 given by the Operator proves to be incorrect, in any
material respect, when made or when reaffirmed and such incorrect
statement, representation or warranty having a material adverse effect
on the Employer’s ability to perform its obligations under this
Agreement or having a material adverse effect on the rights or
obligations of the Employer under this Agreement;
(G) any wilful misstatement or wilful misrepresentation (not set out in

Section 27.1 (Representations and Warranties)) made by the Operator
which has a material adverse effect on the Employer’s ability to
perform its obligations under this Agreement or having a material
adverse effect on the rights or obligations of the Employer under this
Agreement;
(h) the Operator subcontracts the Works or assigns this Agreement or any
other interest therein in violation of the provision of Article 14
(Assignment, Subcontracting);
(i) the Operator or any of its Affiliates having undertaken any

Sanctionable Practice in relation to the Project;
(j) pursuant to Section 4.21.6;
(k) pursuant to Section 7.1.3;

(l) pursuant to Section 7.1.4;
(m) termination of the Energy Purchase Agreement, the Implementation

Agreement or Site Lease, due to a material breach of or material non-
performance by the Operator of any of its obligations under this
Agreement;
(n) in the event the Availability Guarantee LDs Cap or, where applicable,
the estimate of Extended Availability Guarantee LDs determined by
the Employer, in either case, has been reached;
(o) in the event that either Availability Guarantee LDs Cap of Operator A
or Availability Guranteee LDs Cap of Operator B is reached;
(p) if the Parent Guarantor commits a material breach of the Parent

Guarantee and fails to remedy the same within thirty (30) days or such
additional period as may be agreed by the Employer, after Notice from
the Employer to the Parent Guarantee stating such material default or
material breach; or
(q) in the event the Parent Guarantor becomes bankrupt or Insolvent and
the Operator fails to provide a replacement Parent Guarantee or an
alternative security, acceptable to the Employer, within thirty (30)
days from the earlier of: (i) the Employer’s notice of the same; or (ii)
the Operator becomes aware of such bankruptcy or Insolvency.
9.2.2 Payments following termination for Operator’s Default
Following the Employer’s issuance of a Notice of termination to either of the

Operators pursuant to Section 9.2.1 (Termination for Operator’s Default), such
Operator shall pay the Employer the sum of (i) and (ii) below:
(i) termination amount, payable in Pakistan in PKR, will be as specified in

Schedule 30 (Termination Amounts) which has been calculated in
accordance with the formula below:
Formula for termination amount = (132 – number of months lapsed

from Commencement Date) x ((USD Fixed Monthly Payment for
Operator A x FX) + PKR Fixed Monthly Payment for Operator A) x
15%
where:
FX = PKR / USD exchange rate prevailing on the last working

day immediately prior to the date of termination notice
(ii) any liquidated damages accrued, due and payable under the provisions
of this Agreement as at the date of termination.

9.3 OPERATOR’S OBLIGATIONS FOLLOWING TERMINATION
9.3.1 In case of termination under Section 9.1(Termination at the Employer’s Option

and Termination for Employer’s Default) or Section 9.2 (Termination for
Operator’s Default), the Agreement shall continue to the extent of the
continuing Operator and/or non-defaulting Operator (as the case may be) and
shall not be terminated and shall remain unaffected. The Parties shall mutually
decide whether to novate the outgoing and/or defaulting Operator’s obligations
to any other service provider or the Employer shall enter into a separate
contract for such obligations. Upon such termination, Section 20.1(c) shall
apply in terms of the Availability Guarantee.
9.3.2 In case either Operator A or Operator B is terminated, whether the Employer

signs a new contract in respect of the terminated Works with a new service
provider or not, the shared liability of Availability Guarantee of the then
ongoing Operating Year shall be borne by each Operator, respectively, and
each Operator shall pay its portion which was calculated according to
paragraph 3 and 5 of Schedule 25 (Availability Guarantee).
9.3.3 Upon notice of termination by the Employer referred to in Section 9.1.1

(Termination at the Employer’s Option) and/or upon notice of termination by
the Operator referred to in Section 9.1.2 (Termination for Employer’s default),
and/or upon notice of termination by the Employer referred to in Section 9.2.1
(Termination for Operator’s default), the Operator (being terminated), without
prejudice to the provisions of Article 16 (Taxes and Duties), shall:
(i) subject to Section 9.4 (Successor To Operator Upon Termination),

cease all further Work, except for Temporary Works, provided that the
Operator (being terminated) shall undertake the Temporary Works for
a period of thirty (30) days in the case of termination pursuant to
Section 9.1.1 (Termination at the Employer’s Option) and/or Section
9.1.2 (Termination for Employer’s default);
(ii) deliver to the Employer the Works completed by the Operator (being
terminated) up to the date of termination (including handing over of all
Works including the Parts and Consumables and replenishing the
Spare Parts) for which the Operator (being terminated) has received
payment;
(iii) deliver to the Employer all existing O&M Documents;
(iv) subject to the provisions of Article 10 (Delivery, Title Transfer and

Risk of Physical Loss) and Clause 9.1.3 (Payments following
termination for the Employer’s Option or Employer’s Default) and
9.2.2 (Payments for termination for Operator’s Default), transfer title
to the Works to the Employer at the date of termination;
(v) transfer care and custody of the Works to the Employer unless such

care and custody of Works has already been passed to the Employer;
and
(vi) within thirty (30) days of the Employer’s issuance of the Notice of
termination, pay the Employer any liquidated damages for which the
Operator (being terminated) would be liable, subject to Article 13
(Limitation of Liability), if the date of termination was to be treated as
the date on which the calculation of liquidated damages were to be
made and the liquidated damages were to be paid.
9.4 SUCCESSOR TO OPERATOR UPON TERMINATION
9.4.1 In case of termination of this Agreement, the Operators, if requested in writing

by the Employer, shall perform the Works and carry out their obligations under
this Agreement after the termination date for a period of thirty (30) days or
such longer period as may be agreed between the Parties (the Transition
Period), for smooth hand over to a successor operator(s) nominated by the
Employer (the Successor Operator). This Agreement shall remain in full force
and effect during the Transition Period. The Parties agree that in the event this
Agreement is terminated, the Operators shall be paid the prorated Agreement
Price for the prevailing Operating Year as consideration for performance of the
Works and the Operators’ obligations set out in this Section 9.4 (Successor to
Operator upon Termination) during the Transition Period.
9.4.2 Where the termination pertains to one Operator, and not the Agreement as a
whole, this provision shall apply mutatis mutandis, to the Operator being
terminated and such Operator shall comply with the provisions of this clause,
to the extent of its responsibility under this Agreement.
9.5 SITE CLEARANCE
9.5.1 In case of termination of this Agreement, the Operator being terminated

(within thirty (30) days of the issuance of the Notice to terminate) in respect to
its portion of the Works, shall:
(a) completely clear the places as defined in Schedule 20 (9) (i.e. the
entire Site) and bear all costs associated therewith; and
(b) hand over unencumbered (to the extent any encumbrance is created by
or due to reasons attributable to the Operator being terminated, its
Subcontractor, or their agents, employees or representatives)
possession of the Site and the Facility to the Employer.
In the event the Operator being terminated fails to clear the Site within the
afore-stated time period, the Employer shall, in its sole and absolute discretion,
proceed with clearing of the Site and shall recover from the Operator being
terminated all costs of dismantling and clearing of the Site.
Where the termination pertains to one Operator, and not the Agreement as a

whole, the Operator being terminated shall comply with the provisions of this
clause, to the extent of its responsibility under this Agreement.
9.6 END OF TERM ACTIVITIES
The responsibility for the Works shall transfer to the Employer or the Employer’s
designated contractor after the Performance End Date, including activities in progress
as of the Performance End Date. The Operators shall schedule all planned activities and
obligations under this Agreement so that they are concluded prior to the Performance
End Date.
9.7 [NOT USED]
9.8 [NOT USED]
9.9 PAYMENT OF TERMINATION AMOUNTS
9.9.1 It is acknowledged and agreed by the Parties that the termination amounts
provided for in Section 9.1.3 (Payments following termination at the
Employer’s option or Employer’s Default) 9.2.2 (Payments following
termination for Operator’s Default) are:
(a) in all respects fair and reasonable and represent a genuine pre-estimate
of the losses, damages and expenses likely to be suffered or incurred
by the non-default Party arising out of any breach by the default Party
that leads to the termination of this Agreement;
(b) in full settlement of all losses, damages and expenses likely to be

suffered or incurred by the non-defaulting Party arising out of any
breach by the defaulting Party that leads to the termination of this
Agreement.

10. DELIVERY, TITLE TRANSFER AND RISK OF PHYSICAL LOSS
10.1 PROCUREMENT AND DELIVERY
The Operators shall be responsible for the procurement, transportation and delivery to
the Site of all Parts and Consumables and any spare parts that were provided by the
Employer on Commencement Date and the Operators have consumed during the
Operating Period.
10.2 TITLE TRANSFER
10.2.1 Each documentation, data and records generated pursuant to this Agreement
shall become the property of the Employer and title to the same shall vest in
and pass to the Employer on the later of:
(a) the date of submission of the same by the Operators to the Employer;
or
(b) the date the Employer has paid for the same.
10.2.2 Each item of the Imported Parts by the Operators shall become the property of
the Employer and title to the same shall vest in and pass to the Employer on:
(a) in case of Imported Parts relating to Extra Works, the date which is the
earlier of: (i) on which the relevant Imported Parts are delivered to the Site; or
(ii) the date the Owner has paid for the same; and (b) in any other case, when
such Imported Part is installed at the Facility.
10.2.3 Each item of the Parts (or any part thereof) (excluding Imported Parts) shall
become the property of the Employer and title to the same shall vest in and
pass to the Employer: (a) in case of such Parts relating to Extra Works, on the
date which is on the earlier of: (i) on which the relevant Parts (excluding
Imported Parts) are delivered to the Site; or (ii) the date the Owner has paid for
the same; and (b) in any other case, when such Part is installed at the Facility.
10.2.4 The Operators warrant good title to all Works and all parts thereof and to other
tools, equipment, documents, materials and supplies furnished by the
Operators, Subcontractors or their agents. The Operators further guarantees
that such title, when it passes to and vests in the Employer, as described in this
Article 10 (Delivery, Title Transfer and Risk of Physical Loss), will be free and
clear of any and all liens, claims, charges, security interests, encumbrances and
rights of other persons arising as a result of any actions or failure to act of the
Operators, its Subcontractors, or any of their employees or representatives.
10.2.5 The Operators shall retain title to any Operators’ Equipment, whether
remaining separate or attached to the Facility. The Operators shall be
responsible for transit costs and risk of loss and insurance costs for such
Operators’ Equipment to and from the Site. After the Performance End Date,
the Operators shall have the right to remove any Operators’ Equipment then
remaining at the Site.

10.2.6 The Operators shall have the right, at its option, to take title to and possession
of, and remove from the Site, any parts or components which have been
replaced with Parts supplied by the Operators under this Agreement. If the
Operators selects to take such parts, title to such parts and components shall
pass from the Employer to the Operators at the Site upon completion of the
installation of the replacement Part.
10.2.7 The Operators shall reimburse the Employer any custom duty which was paid
by the Employer on the defective part, on such part being re-exported.
10.2.8 The Operators shall indemnify the Employer for all Losses the Employer
incurs or is likely to incur as a result of the Operators using the defective part
in a manner that is contrary to any exemptions, concessions or other benefits
granted in respect of such parts.
10.2.9 Title to Services shall pass as Services are performed.
10.2.10 For avoidance of doubt, title to the Extra Work (including any parts supplied
as part thereof) shall pass to Employer upon payment in full of the Extra
Service Fee. Risk of loss for any spare parts included in the Extra Work order
shall pass to the Employer upon delivery of such Part to the Site, or upon
installation of the Part into the Facility (if the Extra Work includes the
applicable installation work).
10.3 RISK OF LOSS
10.3.1 The risk of loss or damage in relation to the Works or the Goods (excluding the
Operators’ Equipment) shall pass to the Employer upon performance of the
Works or arrival at the Site, whichever is earlier. The Employer shall maintain
insurance for this risk of loss in accordance with Clause 11 (Insurance
Coverage).
10.3.2 The Operators shall, subject to the terms of this Agreement, be responsible for
any physical loss and/or damage with respect to the Works and the Facility (or
any part thereof) from the Commencement Date until the earlier of: (a) the
Performance End Date; and (b) termination of this Agreement, to the extent of
the physical loss and/or damage caused by the Operators; to the extent of their
respective scope of work under this Agreement.

11. INSURANCE COVERAGE
11.1 OPERATOR’S INSURANCE
11.1.1 Within thirty (30) days prior to the Commencement Date, and throughout the
term of the Agreement the Operators shall procure and maintain the following
insurance coverage, at its own cost:
(i) Workers' Compensation and any other statutory insurance required by

law with respect to work-related injuries or disease of employees of the
Operators applicable to the Operators' employees in such form(s) and
amount(s) as required by Applicable Laws.
(ii) [Not Used].
(iii) [Not Used].
(iv) Automobile Liability insurance covering all owned automobiles used

by it in connection with the work with the limits required by law.
(v) [Not Used].
(vi) Any other insurance(s) required by law.
11.1.2 With regard to the insurance policy required in Section 11.1.1(iv) the Operators
or the Operators' insurers will endeavour to provide thirty (30) days (except ten
(10) days in the event of cancellation for non-payment of premium) notice to
Employer in the event of cancellation or change.
11.1.3 Upon the request of the Employer the Operators shall deliver to the Employer
certificate(s) of insurance showing that the insurance policy required in 11.1.1
(iv) are in full force and effect.
11.2 EMPLOYER’S INSURANCE
11.2.1 Within thirty (30) days prior to the Commencement Date, and throughout the
term of the Agreement, Employer shall maintain the following insurance
coverage:
(i) Workers’ Compensation and any other statutory insurance required by

law with respect to work-related injuries or disease of employees of
Employer applicable to Employer's employees in such form(s) and
amount(s) as required by Applicable Laws.
(ii) Commercial General Liability or Public Liability insurance for

Employer’s protection, in broad form including contractual liability,
providing coverage for bodily injury and property damage with a
combined single limit of not less than USD 5,000,000 (United States

Dollars Five Million) each and every occurrence. Operators shall be
included as additional insured on Employer’s Commercial General
Liability policy with respect to Employer’s performance under this
Agreement but only to the extent of liability resulting from the
negligent acts or omissions of Employer and only to the extent that the
additional insured is held liable for the negligence or other culpability
of Employer and in accordance with the indemnity provisions of this
Agreement. However, no coverage is provided for liability arising out
of Operators’ own negligence. Such insurance afforded the additional
insured (Operators) under Employer’s policy shall be primary and any
other insurance available to the additional insured (Operators) is in
excess of and not contributory to this insurance. Such policy shall
provide that the insurer shall waive any right of recovery that the
insurer may have or acquire against Operators for payment under such
policy, but only to the extent loss or damage is caused by Employer’s
performance under this Agreement in accordance with the indemnity
provisions of this Agreement.
(iii) Other insurance as required by law.
(iv) Automobile Liability insurance covering all owned, non-owned and

hired automobiles used by it in connection with the work, if any, with
the limits required by law.
(v) All Risk Property and Machinery Breakdown insurance covering the
full value of the Works and the Facility. The policy shall cover “all
risks” of physical loss or damage including coverage for machinery
(electrical and mechanical breakdown), in an amount equal to the
replacement value of the relevant property and shall include coverage
during inland transit, loading and unloading and during the installation
process and the loss of Employer’s income. The policy shall include
the Operator and its subcontractors and Affiliate for the performance
of the Works as insured parties and provide a waiver of subrogation
against those parties, unless expiry of the insurance policy directly and
solely results from the Operator’s Wilful Misconduct and/or Gross
Negligence.
11.2.2 With regard to the insurance policies required in Section 11.2.1(ii), Section
11.2.1(iv) and Section 11.2.1(v), the Employer or the Employer’s insurer shall
provide thirty (30) days (except ten (10) days in the event of cancellation for
non-payment of premium) written notice to the Operators in the event of
cancellation or change.
11.2.3 Prior to the commencement of any work under this Agreement, and at least
thirty (30) days prior to the expiry of previous insurance policies as set out in
Section 11.2.1(v) and not less than annually thereafter during the Term in
respect of other insurances as set out in Section 11.2.1, the Employer shall
deliver to the Operators a certificate(s) of insurance showing that the insurance
policies required in Section 11.2.1(ii), Section 11.2.1(iv) and Section 11.2.1(v)

are in full force and effect.
11.2.4 Unless otherwise agreed in this Agreement, deductibles for the All Risk
Property and Machinery Breakdown insurance specified in Section 11.2.1(v)
shall be paid by the Operators with a limit of USD 50,000 (US Dollars Fifty
Thousand) per event, but only in respect of loss or damage for which the
Operator is responsible for in case of its negligence or wilful acts or omissions.
11.3 FAILURE TO MAINTAIN INSURANCE
Failure by either Party to maintain any insurance required under this Section 11
(Insurance Coverage) shall constitute a material breach of this Agreement.

12. WARRANTY
12.1 WARRANTY
The Operators warrants that the Works: (i) shall be performed in good workmen like
and diligent manner in accordance with the Applicable Standards; (ii) shall be free
from all Defects and Deficiencies; and (iii) shall be performed in accordance with this
Agreement (the Warranty).
12.2 WARRANTY PERIOD
12.2.1 Warranty Period for WTGs
(i) In the case of gearboxes, generators, blades, converters and main

bearings are found defective and remedied as Extra Work in
accordance with Article 18 (Extra Works), the Operator A shall
warrant on the terms set forth herein until one (1) year after the
installation of the Part;
(ii) In the case of all Parts (other than gearboxes, generators, blades,
converters and main bearings), the Operator A shall warrant on the
terms set forth herein until one (1) year after the installation of the
Part. The Operator A warrants that in case refurbished parts are used, it
shall have been refurbished by the Operator A or its original
manufacturer;
(iii) In the case of replenished Spare Parts, the Operator A shall warrant on
the terms set forth herein until one (1) year after the installation of such
Spare Part, provided that such warranty shall not extend beyond fifteen
(15) months from the date of the delivery of the Spare Part to the Site;
and
(iv) In the case of Services, the Operator A shall warrant on the terms set
forth herein until one (1) year after the performance of the Service.
Such period of time as described above with respect to Parts and Services and
as extended pursuant to Section 12.5 (Extended Warranty) shall be defined as
the Warranty Period for WTGs.
12.2.2 Warranty Period for BOP Works
(i) In the case of Parts / Spare Parts, the Operator B shall warrant on the
terms set forth until one (1) year after the installation of the Part.
(ii) In the case of Services, the Operator B shall warrant on the terms set
forth herein until one (1) year after the performance of the Service,

Such period of time as described above with respect to Parts and Services and
as extended pursuant to Section 12.5 (Extended Warranty) shall be defined as
the Warranty Period for BOP.

12.3 WARRANTY REMEDY
12.3.1 Parts: If any Part does not meet the Warranty during the applicable Warranty
Period, the relevant Operator shall promptly notify the Employer in writing,
and shall promptly correct the defective Part. The relevant Operator shall, at its
cost, correct the defective Part, at its discretion, by repairing or replacing the
defective Part, and at its option, taking possession and title of the defective
Part(s).
Where: (i) the relevant Operator had installed the defective Part, and (ii) the
defective Part was discovered during the applicable Warranty Period, in
addition to its other obligations, the relevant Operator shall be responsible for
the costs of removing and transporting the defective Part and such costs shall
not reduce the relevant liability caps.
12.3.2 Services: if any Service does not meet the above warranties during applicable
Warranty Period for such Service, relevant Operator shall promptly notify the
Employer in writing of the same. The Operator shall thereupon correct any
defective Services by re-performing the defective Services at the cost of the
relevant Operator.
12.4 EXTENDED WARRANTY
Any re-performed Service or repaired or replacement Part / Spare Parts furnished under
the Warranty shall carry warranties on the same terms as set forth above, except that
the period of Warranty on such re-performed Service or repaired or replacement Part
shall be the greater of: (i) the remaining Warranty Period; or (ii) a period of twelve (12)
month from the date of such re-performed Service or repaired or replacement Part.
In any event the period where Warranty can be claimed in respect to any Service or
repaired or replacement Part / Spare Parts and the, each Operator’s warranty related
responsibilities set forth herein for any re-performed Service or repaired or replacement
Part / Spare Parts (as the case may be) shall the same as per the Section 12.2.1
(Warranty Period for WTGs) and 12.2.2 (Warranty Period for BOP). Such warranty
related responsibilities shall end twelve (12) months after the expiry of the Term;
provided that the Operator shall only be responsible to provide replacement parts
covered under the Warranty obligations after the expiry of the Term and would not be
responsible to install such replacement parts.
12.5 EXCLUSIONS
The Warranty does not warrant Parts:
(i) against normal wear and tear;
(ii) against damage caused by a Force Majeure Event;
(iii) against Operation of the Facility outside the technical

specification of the WTGs;

(iv) against improper or untimely routine or planned maintenance of
the Part and/or its associated WTGs;
(v) against repair or modification of the Part and/or the WTGs

which is not in accordance with the O&M Manual (other than when such acts
or omissions are due to the Operator, its employees, personnel or
subcontractors);
(vi) against improper installation of Parts, except when such

installation is by the Operator; or
(vii) which are damaged due to failure by the Employer to properly

maintain the storage area for such Parts, provided, however, the Operator is
responsible for operating such storage area.
12.6 EXCLUSIVE REMEDIES AND WARRANTIES
Unless otherwise agreed under this Agreement and subject to Article 9 (Default,
Termination) and the preceding paragraphs of this Article 12 (Warranty), the remedies
set forth herein are the exclusive remedies for all claims based on failure of or defect in
the Parts and Services provided under this Agreement, whether the failure or defect
arises before or during the applicable warranty period and whether a claim, however
instituted, is based on contract, warranty, indemnity, tort/extra contractual liability
(including negligence), strict liability or otherwise. Subject to the foregoing, the
warranties and guarantees are exclusive and are in lieu of all other warranties and
guarantees whether written, oral, implied or statutory.

13. LIMITATION OF LIABILITY
13.1 OVERALL LIABILITY CAP
13.1.1 Overall Liability Cap of Operator A
Except in the cases of the Operator A being liable for Gross Negligence, Wilful
Misconduct, indemnity obligations for third party bodily injury and third party
damages under and subject to Article 25 (Indemnities), pursuant to Section 26
(Patents) and where the Operator A has opted to pay Extended Availability
Guarantee LDs exceeding the Overall Liability Cap, the total liability of the
Operator A, on all claims of any kind accruing during any Operating Year,
whether in contract, warranty, indemnity, tort, strict liability, or otherwise,
arising out of the performance or breach of this Agreement, shall not exceed
the sum of (i) the aggregate of the Fixed Monthly Payments for the Operating
Year for the WTG Works it undertakes, which is specified in Article 6
(Agreement Price and Payment Terms); and (ii) any payments made to the
Operator A for Extra Works (the Overall Liability Cap of Operator A).
13.1.2 Overall Liability Cap of Operator B
Except in the cases of the Operator B being liable for Gross Negligence, Wilful
Misconduct, indemnity obligations for third party bodily injury and third party
damages under and subject to Article 25 (Indemnities), pursuant to Section 26
(Patents) and where the Operator B has opted to pay Extended Availability
Guarantee LDs exceeding the Overall Liability Cap, the total liability of the
Operator B, on all claims of any kind accruing during any Operating Year,
whether in contract, warranty, indemnity, tort, strict liability, or otherwise,
arising out of the performance or breach of this Agreement, shall not exceed
the sum of (i) the aggregate of the Fixed Monthly Payments for the Operating
Year for the BOP Works it undertakes, which is specified in Article 6
(Agreement Price and Payment Terms); and (ii) any payments made to the
Operator B for Extra Works (the Overall Liability Cap of Operator B).
13.2 The liability of Operator A and/or Operator B under this Agreement shall not be
limited in respect of the following:
(i) the Operator’s indemnification obligations in respect of compliance

with law and warranty as to title; or
(ii) any social claim of violation of law including any violation of Worker
Rights Requirements.
13.3 The Operators shall not be liable for direct, indirect or consequential damages incurred
by the Employer due to any work solely undertaken by the Employer or Employer’s
subcontractors (other than the Operators).
13.4 Unless otherwise agreed under this Agreement (including with respect to the obligation
for payments agreed to be made by the Operators to the Employer) and except in the

case of the Operators being liable for Wilful Misconduct or Gross Negligence, pursuant
to Section 26 (Patents), in no event, whether as a result of breach of contract, warranty,
indemnity, tort (including negligence), strict liability, or otherwise, shall the Operators
or Subcontractors or suppliers be liable for loss of profit or revenues, loss of use of the
Facility or the WTGs or any associated equipment, cost of capital, cost of substitute
equipment, facilities, services or replacement power, downtime costs, claims of
Employer's customers for such damages, or any claims for any type of loss or damage
of a type referred in this Sub-Clause under any contract with a third party and which
arises as a result of the Operators' breach of this Agreement, or for any special,
consequential, incidental, indirect, punitive or exemplary damages. Notwithstanding
the foregoing, the Operators shall not be discharged of their obligations: (i) to pay to
the Employer the termination payments under Sections 9.1.3(i), 9.2.2 and 9.3.3(vi), the
Availability Guarantee LDs, the Extended Availability Guarantee LDs (if applicable).
13.5 For the purposes of this Article 13, the term "Operator(s)" shall mean Operator, its
Affiliates, Subcontractors and suppliers of any tier, and their respective agents and
employees, whether individually or collectively. The provisions of this Article 13 shall
prevail over any conflicting or inconsistent provisions contained in any of the
documents comprising this Agreement.
13.6 DAMAGE TO THE EMPLOYER’S PROPERTY
(a) Subject to the further limitations of liability contained in this Clause 13

(Limitation of Liability) but without prejudice to other provisions of this
Agreement, the Operators’ sole and exclusive liability for any physical damage
caused to any property of the Employer (including the Works) shall be limited
to the physical damage to such property located at the Site that occurs during
the Term of this Agreement, and only to the extent that such damage is caused
by the Operators in the performance of Services at the Site; and/or and shall be
further limited to the lesser of and the same shall be full and sole compensation
and remedy for any damage to the Employer’s property:
(i) the actual direct costs to repair or replace the damaged property; or
(ii) the deductible for which the Operators are responsible under the
Employer’s applicable all-risk insurance policy required to be obtained
and maintained pursuant to Section 11.2 (Employer’s Insurances).

14. ASSIGNMENT, SUBCONTRACTING
14.1 ASSIGNMENT
Except as permitted in Sections 14.2 (Operator’s Assignment to an Affiliate) and 14.3

(Permitted Assignments), no Party may transfer or assign, in whole or in part, any of its
rights or obligations under this Agreement without the express written consent of the
other Parties. Any transfer or assignment, or attempted transfer or assignment, in
contravention of this Section 14.1 (Assignment), whether by operation of law or
otherwise, shall be null and void. For the purposes of this Section, a sale or transfer of
all or a controlling interest in a Party, in whatever form such interest may be held, sold
or transferred, shall be deemed to be a transfer and assignment subject to this Section.
14.2 OPERATOR’S ASSIGNMENT TO AN AFFILIATE
Subject to governmental and other regulatory consents and the prior written consent of
the Employer, each Operator has the right to transfer, in whole or in part, by way of
assignment or novation, its rights and/or obligations under this Agreement to its
Affiliate provided that the Affiliate has the legal, financial and technical capability to
perform this Agreement.
14.3 PERMITTED ASSIGNMENTS
The Employer shall have the right to transfer, by way of assignment or novation, to an
Employer’s Affiliate all of its rights and obligations under this Agreement, provided
that the Employer Affiliate has the legal, financial and technical capability to perform
this Agreement and is not a “Competitor of the Operator” and that such a transfer
would not cause the Operators to be in violation of any laws or regulations.
“Competitor of Operator” shall mean any person or entity which (i) is engaged in the
manufacture or sale of wind turbines or parts for wind turbines, components or
equipment similar to or of a type manufactured or sold by the Operator A and its
Affiliates, or (ii) is commercially engaged in the provision of services similar to any
services to be provided by the Operator A under this Agreement, or (iii) is an Affiliate
of a person or entity engaged in any of the activity described in (i) or (ii) above in this
Section, or (iv) is in litigation or arbitration with the Operators.
The Employer shall have the right to transfer its rights and obligations under this
Agreement to its Lenders for the purpose of security in connection with the financing
of the Facility. The Operators shall enter into a direct agreement with the Lenders and
the Employer assigning rights of the Employer to the Lenders, allowing step-in rights
to the Lenders for curing any breaches of the Employer with reasonable extended cure
periods and other provisions normally included in direct agreements for project finance
transactions.
14.4 SUBCONTRACTING
14.1.1 The Operators cannot subcontract the entire Works.

14.1.2 The Operators shall obtain the Employer’s prior written consent, not to be
unreasonably withheld, for any Subcontractors who shall be performing any
part of the Works. The Operators shall provide the Employer with all
reasonable details in respect of any proposed Subcontractors that the Employer
may reasonably require.
14.1.3 The Operators shall be responsible for the acts, omissions, failure to perform or
defaults of any Subcontractor, its agents or employees, as fully as if they were
the acts, omissions or defaults of the Operators, its agents or employees. Any
subcontracting by the Operators of any portion of the Works shall not release
or discharge the Operators of any of its responsibilities or obligations under
this Agreement.

15. FORCE MAJEURE
15.1 DEFINITION OF A FORCE MAJEURE EVENT
A “Force Majeure Event” shall mean any event or circumstance or combination of

events or circumstances (including the effects thereof) that is beyond the reasonable
control of a Party and that on or after the Effective Date, materially and adversely
affects the performance by such affected Party of its obligations under or pursuant to
this Agreement; provided, however, that such material and adverse effect could not
have been prevented, overcome or remedied in whole or in part by the affected Party
through the exercise of diligence and reasonable care, it being understood and agreed
that reasonable care includes acts and activities to protect the Facility from a casualty
or other event that are reasonable in light of the probability of the occurrence of such
event, the probable effect of such event if it should occur, and the likely efficacy of the
protection measures. “Force Majeure Events” hereunder shall include each of the
following events and circumstances (including the effects thereof), but only to the
extent that each satisfies the above requirements:
(a) the following political events that occur inside or directly involve Pakistan,
which are also a Force Majeure Event:
(i) any act of war (whether declared or undeclared), invasion, armed

conflict or act of foreign enemy, blockade, embargo, revolution, riot,
insurrection, civil commotion or act or campaign of terrorism or
political sabotage; or
(ii) any Lapse of Consent that shall have existed for thirty (30) consecutive
days or more; or
(iii) any strike, work-to-rule, go-slow, or analogous labour action that is

politically motivated and is widespread or nationwide;
(b) any Change in Law;
(c) Other events beyond the reasonable control of the affected Party, including, but
not limited to:
(i) lightning, fire, earthquake, tsunami, flood, storm, cyclone, typhoon, or

tornado; or
(ii) any Lapse of Consent that shall have existed for less than thirty (30)
consecutive days; or
(iii) any strike, work-to-rule, go-slow, or analogous labour action that is not
politically motivated and is not widespread or nationwide; or
(iv) explosion, chemical contamination, radioactive contamination, or

ionizing radiation; or

(v) epidemic or plague.
Force Majeure Events shall not include the following events or circumstances except
and to the extent that such events or circumstances occur directly as a consequence of a
Force Majeure Event:
(i) late delivery or interruption in the delivery of machinery, equipment materials,

spare parts or consumables; or
(ii) a delay in the performance of the Operators or any Subcontractor (including each
of their representatives, agents, executives, employees, subcontractors,
vendors, suppliers and other personnel); or
(iii) normal wear and tear or random flaws in materials, machinery and equipment; or
(iv) breakdown in machinery or equipment.
15.2 NOTIFICATION OBLIGATIONS
15.2.1 If by reason of a Force Majeure Event or events a Party is wholly or partially

unable to carry out its obligations under this Agreement, the affected Party
shall:
(i) give the other Party notice of the Force Majeure Event(s) as soon as
practicable, but in any event, not later than the later of thirty six (36)
hours after the affected Party becomes aware of the occurrence of the
Force Majeure Event(s) or four (4) hours after the resumption of any
means of providing notice between the Employer and the Operators;
and
(ii) give the other Party a second notice, describing the Force Majeure
Event(s) in reasonable detail and, to the extent which can be
reasonably determined at the time of such notice, providing a
preliminary evaluation of the obligations affected, a preliminary
estimate of the period of time that the affected Party shall be unable to
perform such obligations and other relevant matters as soon as
practicable, but in any event, not later than five (5) days after the initial
notice of the occurrence of the Force Majeure Event(s) is given by the
affected Party. When appropriate, or when reasonably requested so to
do by the other Party, the affected Party shall provide further notices to
the other Party more fully describing the Force Majeure Event(s) and
its cause(s) and providing or updating information relating to the
efforts of the affected Party to avoid and/or to mitigate the effect(s)
thereof and estimates, to the extent practicable, of the time that the
affected Party reasonably expects it shall be unable to carry out any of
its affected obligations due to the Force Majeure Event(s).
15.2.2 The affected Party shall provide notice to the other Party:

(i) of the cessation of the Force Majeure Event notified under Section
15.2.1(i) along with an estimate of the date it would be able to
recommence performance of its obligations under this Agreement, and
(ii) the date it was able to recommence performance of its obligations

under this Agreement;
as soon as possible but, in any event, no later than five (5) days after the
occurrence of each of the events mentioned in sub-clauses (i) and (ii) hereof.
15.2.3 Failure by the affected Party to have given written notice of a Force Majeure
Event to the other Party within the thirty six (36) hour period or four (4) hour
period required by Section 15.2.1(i) hereinabove shall not prevent the affected
Party from giving such notice at a later time; provided, however, that in such
case the affected Party shall not be excused pursuant to Section 15.3 (Delay
Caused by Force Majeure Events) for any failure or delay in complying with
its obligations under or pursuant to this Agreement until such notice has been
given. If the said notice is given within the thirty six (36) hour period or four
(4) hour period required by Section 15.2.1(i), hereinabove, the affected Party
shall be excused for such failure or delay pursuant to Section 15.3 (Delay
Caused by Force Majeure Events) from the date of commencement of the
relevant Force Majeure Event.
15.3 DELAY CAUSED BY FORCE MAJEURE EVENTS
15.3.1 So long as the affected Party has at all times since the occurrence of the Force
Majeure Event complied with the obligations of Section 15.4 (Duty to
Mitigate) and continues to so comply, then:
(i) the affected Party shall not be liable for any failure or delay in
performing its obligations (other than the obligation to make payment)
under or pursuant to this Agreement during the existence of a Force
Majeure event; and
(ii) any performance deadline that the affected Party is obligated to meet
under this Agreement shall be extended to the extent affected by the
Force Majeure Events;
provided, however, that no relief, including the extension of performance

deadlines, shall be granted to the affected Party pursuant to this Section 15.3
(Delay Caused by Force Majeure Events) to the extent that such failure or
delay would have nevertheless been experienced by the affected Party had the
Force Majeure Event not occurred.
15.4 DUTY TO MITIGATE
The affected Party shall use all reasonable efforts and shall ensure that it and its
contractors use all reasonable efforts to mitigate the effects of a Force Majeure Event.

15.5 OPERATOR’S RESPONSIBILITY
Upon occurrence of a Force Majeure Event which affects performance by the

Operators of their obligations, the Operators shall promptly Notify the Employer's
Representative in accordance with the provisions of Section 15.2 (Notification
Obligations) and shall continue to perform its obligations as far as reasonably
practicable. The Operators shall also Notify the Employer's Representative of any
proposals, including any reasonable alternative means for performance, but shall not
effect such proposals without the consent of the Employer's Representative.
15.6 EMPLOYER'S RESPONSIBILITY
Upon occurrence of a Force Majeure Event which affects performance by the

Employer of its obligations, the Employer shall promptly Notify the Operators in
accordance with the provisions of Section 15.2 (Notification Obligations) and shall
continue to perform its obligations as far as reasonably practicable. The Employer shall
also Notify the Operators of any proposals with the objectives of completing the Works
and mitigating any increased costs to the Employer and the Operators.
15.7 PAYMENT TO THE OPERATOR & EXTENSION OF PERFORMANCE DEADLINES DUE

TO FORCE MAJEURE EVENT
15.7.1 If as consequence of a Force Majeure Event:
(a) the Operators are to incur additional Cost and/or additional time in
complying with proposals under Section (Operator’s Responsibility)
or Section 15.6 (Employer’s Responsibility); and/or
(b) any performance deadline (including any extensions to performance

deadlines resulting due to a Force Majeure Event) that the Operators
are obligated to meet under this Agreement is to be extended pursuant
to the provisions of Section 15.3 (Delay Caused By Force Majeure
Events);
the provisions of Article 18 (Extra Works) shall apply. The Parties agree that
other than payments and extensions for performance of deadlines specifically
approved by the Employer pursuant to Article 18 (Extra Works), the Operators
shall be entitled to no other payments, compensations or extensions in
consequence of a Force Majeure Event.
15.8 OPTIONAL TERMINATION, PAYMENT AND RELEASE
15.8.1 If a Force Majeure Event occurs pursuant to Section 15.1(a) which has a
material adverse effect and such Force Majeure Event continues for a period
exceeding one hundred and seventy five (175) consecutive days or for multiple
periods which total more than one hundred and seventy five (175) days in
aggregate, either Party may give to the other a notice of termination which
shall take effect five (5) days after the giving of the notice. If, at the end of the

five (5) day period, the effect of the Force Majeure Event continues, this
Agreement shall be terminable by either Party.
15.8.2 In the event this Agreement is terminated under this Section 9.1.1 (Optional
Termination, Payment and Release) the following amounts shall be due and
payable by:
(i) the Operators to the Employer:
(a) any liquidated damages accrued that the Operators are liable
for as at the date of termination.
(ii) the Employer to the Operators:
(a) any undisputed amounts due and payable to the Operators

under this Agreement for the Works completed prior to the
date of termination;
(b) any undisputed amounts due and payable to the Operators

under this Agreement for Works performed but not completed
by the Operators prior to the date of termination;
(c) any undisputed amounts due and payable to the Operators

under this Agreement for Extra Works approved and
performed but not completed by the Operators prior to the date
of termination;
provided, however, the amounts set out in (a) to (c) may be subject to
review by the Employer, at its cost, of the Operator’s relevant proof
and documentary evidence.
15.9 FORCE MAJEURE AT THE END OF TERM
In the event that the Operators fail to complete the Works prior to the Performance End
Date due to the occurrence of a Force Majeure Event, the process described below shall
be followed:
(a) the Employer may request the Operators to complete the Works as Extra
Works in accordance with Article 18 (Extra Works);
(b) the Operators may accept or decline the Employer’s request, in the event the
Operators declines, such request, this Agreement shall stand terminated and
subject to this Agreement, neither Party shall be liable to the other in any
respect. In the event the Operators agree to perform such Works as Extra
Works in accordance with Article18 (Extra Works), the procedures set out in
Article 18 (Extra Works) shall apply and the term of this Agreement shall
extend until the Operators completes the Extra Works.

16. TAXES AND DUTIES
16.1 DEFINITIONS
In this Article 16 (Taxes and Duties):
Operator Taxes means any and all corporate taxes that are measured by net income or
profit imposed by any government authority of any country on the Operators, or its
Subcontractors, or personnel taxes on its employees, due to the performance of or
payment for the onshore portion of the Works.
Employer Taxes means, other than Operator Taxes, all taxes, duties (other than
customs duties), fees, or other charges of any nature (including, ad valorem,
consumption, excise, franchise, gross receipts, import, license, property, sales, stamp,
storage, transfer, turnover, use or value-added taxes, deficiency, penalty, addition to
tax, interest, or assessment related hereto), imposed by any governmental authority of
any country on the Employer or its employees, subcontractors or suppliers due to the
execution of any agreement or the performance of or payment for the Works under this
Agreement.
16.2 The Agreement Price includes the Operator Taxes, but does not include the Employer
Taxes, VAT or Sales Tax. All payment shall be made free and clear of any deductions
for taxes, assessments or other chargers however, include withholding tax (seven
percent (7%)) which shall be withhold by the Employer. The Employer shall provide
the withholding tax certicate to the relevant Operator within thirty (30) days following
the day the invoices is received by the Employer.
16.3 The contract price of Operator B shall be exclusive of WHT tax & GST. In addition, in
case of any Change in Law in respect of tax laws promulgated by the authorities, the
applicable taxes shall be adjusted upwards or downwards as principally agreed.
16.4 All fees, rates and prices in this Agreement are net prices, excluding VAT, and any
other taxes, charges, duties, fees, imposts or tariffs that may be imposed on the
Operators by any taxing authority with respect to the transactions under this
Agreement. The Employer shall pay in addition to the applicable fee, rate or price, any
such tax, charge, impost, tariff or VAT that is applicable to this Agreement or the
supply of the Services.
16.5 The Employer shall be responsible for, and shall pay directly, all Employer Taxes,
including any sales tax or value added tax. When requested by the Operators, the
Employer agrees to furnish, without charge, evidence of applicable tax or duty
exemption acceptable to the taxing or customs authorities.
16.6 The Operators shall process and place purchase orders for imported material or parts,
which are necessary for the Work, shall schedule their delivery and shall inspect these
after delivery to the Site. The Employer shall obtain, at its own risk and expense, any
import license or other official authorization or other documents to clear, where
applicable, all custom formalities necessary for the importation of imported materials
and/or Parts to Pakistan, which are necessary for the Work. The Operators will provide

all possible reasonable assistance to the Employer in performance of importation
formalities. In case the Operators need to import, or temporary import, at its cost,
materials, tools, equipment or parts, into Pakistan on which it has title, then the
Employer will provide all possible reasonable assistance to the Operators in
performance of importation formalities.
16.7 The Operators shall be responsible for payment of all customs duties applicable on the
imported Consumables, materials. Any custom duties shall be payable by the
Operators. The responsibility to undertake customs clearance of any imported item,
under the title of the Employer, shall be with the Operators. The Employer shall
provide reasonable assistance to the Operators, as reasonably required, to expedite
clearance of Parts for entry into Pakistan provided, however, the Employer does not
relieve the Operators of any of its obligation to get the Parts released from the port
authorities in Pakistan.

17. SUSPENSION
17.1 SUSPENSION
17.1.1 The Employer's Representative may at any time Notify the Operators to
suspend the Works (any part thereof):
(a) where in the reasonable opinion of the Employer there exists any
danger to the health, safety or security of any person present at the
Site; or
(b) where an Operator has committed a material breach of this Agreement.
During such suspension, the Operators shall carry out and perform the
Temporary Works.
17.1.2 Promptly upon providing the Operators with such Notification regarding the
suspension, the Employer's Representative shall meet with the Operators to
review the status of Works. In addition, the Employer's Representative and the
Operators shall meet to review the advantages and disadvantages of having the
Operators complete, during the suspension period, certain incomplete parts of
the Works. The Operators shall follow the Employer's Representative's written
instructions with respect to performing Works during the suspension period
and the Operators shall be paid for such Works in accordance with Section
17.2 (Consequences of Suspension).
17.1.3 The Operators may at any time notify the Employer to suspend the
performance of the obligation under the Agreement if the Employer fails to
make the payment of an amount within sixty (60) days of the due date of such
amount.
17.2 CONSEQUENCES OF SUSPENSION
17.2.1 If the Operators incur Cost in following the Employer's Representative's

instructions under Section 17.1 (Suspension) and in resumption of the Works,
the Operators shall be entitled to additional compensations and the provisions
of Article 18 (Extra Work) shall apply provided however, the Operators shall
not be entitled to any additional compensation and therefore any
reimbursement of such Cost if the suspension is due to reasons attributable to
the Operators.
17.2.2 The Operators shall not be entitled to any additional compensations and
therefore any payment of the Costs incurred, in each case, resulting from:
(a) the Operator's failure to take the measures specified in Section 17.1.1;
or
(b) the Operator committing a material breach of its obligations under this

Agreement.
17.2.3 The Employer’s obligation to pay the Operators under this Agreement pursuant
to Article 6 (Agreement Price and Payment Terms) shall not cease in respect of
payments due prior to the date of suspension.
17.3 PROLONGED SUSPENSION
17.3.1 If suspensions under Section 17.1 (Suspension):
(a) have continued for more than one hundred and twenty (120) calendar
days in aggregate; and
(b) relate to the suspension of the entire Works or result in the suspension
of entire outstanding Works; and
(c) is not due to a cause or reason attributable to the Operators;
then, the Operators may by Notice to the Employer’s Representative require

permission to proceed within twenty-eight (28) calendar days. If permission is
not granted within the aforementioned twenty-eight (28) calendar days’ time
period, the Operators will be entitled to terminate this Agreement under
Section 9.1.2 (Termination for Employer’s Default).
17.4 RESUMPTION OF WORK FOLLOWING SUSPENSION
17.4.1 After receipt of a Notification to proceed from the Employer or the Employer’s
Representative, the Operators shall, after Notice to the Employer's
Representative, and together with the Employer's Representative, examine the
Works or any part thereof affected by the suspension. The Operators shall
make good any deterioration or defect in or loss of the Works or any part
thereof, which has occurred during the suspension subject to payment of
additional compensation in accordance with Article 18 (Extra Work) and
subject to Section 17.2.2 and the Operators’ obligations under Section 17.1
(Suspension).
During the suspension of any parts of the Works the risk for the suspended
Works and additional responsibility due to suspension shall remain with the
Employer.

18. EXTRA WORKS
18.1 Extra Works mean and comprises of such Works that may be required to be
performed by the Operators as a result of the following:
(a) where the Operators proposes recommendations in the Upgrade Category,

changes in the scope of Parts and/or Services to be provided by the Operators
under this Agreement and the Employer agrees to such Works based on the
said recommendations;
(b) where the Employer proposes changes in the scope of Parts and/or Services to
be provided by the Operators under this Agreement;
(c) an Assumption Deviation under Section 5.2 (Assumption Deviation);
(d) where the Operators has to incur additional Costs and/or additional time in
complying with proposals under Section (Operator’s Responsibility) or
Section 15.6 (Employer's Responsibility);
(e) Unplanned Maintenance of Main WTG Components;
(f) any Works exceeding the BOP Unplanned Maintenance Cap;
(g) pursuant to Section Error: Reference source not found; or
(h) Civil Works.
Extra Works shall not include Safety or Alert Works, which shall be carried out by and
at the cost of the Operators. The scope of the Safety or Alert Works will be as set out in
the Technical Information Letter.
18.2 The Operators shall immediately upon request of the Employer submit the Employer its
detailed proposals for performance of the requested Extra Work including:
(a) the details for the price of performance of such Extra Work;
(b) the time duration required for performance of such Extra Work;
(c) the effect of such Extra Works on the Operation and Maintenance;
(d) the arrangements proposed by the Operators for performance of the Extra
Works; and
(e) any other information relating to the Extra Works.
18.3 Following receipt of the Operators’ proposal for the performance of Extra Works, the
Employer shall review such proposal and the Operators shall provide all such
additional information as the Employer's Representative may reasonably request for its
evaluation of the Operators’ proposal. Following the Employer’s review of the

Operators’ proposal and of such other information relating to the same provided by the
Operator, the Parties shall meet to discuss the Operators’ proposal and to determine the
terms and conditions for performance of the Extra Works.
18.4 Unless otherwise agreed between the Parties, the Operators shall not proceed with the
performance of the Extra Work until such time that:
(a) the Parties have agreed to the terms and conditions for performance of such
Extra Work; and
(b) the Employer has authorized the Operators in writing to proceed with the
performance of the Extra Works.
18.5 The Operators shall perform the Extra Works in accordance with the Applicable
Standards and such Extra Works shall be deemed to be part of the Works.
18.6 The Operators shall keep and maintain such contemporary records (as may be
necessary to substantiate its performance of the Extra Works) as may reasonably be
requested by the Employer's Representative and the Operators shall permit the
Employer's Representative to inspect all such records and shall provide the Employer's
Representative with copies as required.
18.7 All Extra Work shall be performed by the Operators at the Time and Material Rates in
effect at the time the Extra Works are performed.
18.8 The Operators shall provide the prices through documentary evidence for the purpose
of the Employer's verification.
18.9 The Operators shall provide the Employer with the above-mentioned documents in
computer readable format as well as a duly certified hard copy of the original. The
Employer's Representative shall have the right to reproduce any of the aforesaid
documents, shall be allowed to interview any of the Operators' employees with prior
notice to the Operators and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with this audit provision. The Operators will not
charge for its costs incurred by it which are associated with the audit.

19. APPLICABLE STANDARDS & CHANGE IN APPLICABLE STANDARDS AND
CHANGE IN LAWS
19.1 The Operators hereby undertakes, warrants and guarantees that the execution and
performance of the Works, shall be in accordance with the Applicable Standards. The
Operators shall not, under any circumstances, deviate from the requirements of its
afore-stated undertaking, warranty and guarantee without the Employer's prior written
approval.
19.2 If following the Effective Date, the specifications, standards, requirements and criterion
set out in the Applicable Standards are changed or any Change in Law happens, which
affects the Operators in the performance of its obligation under this Agreement
applicable on the Effective Date, then Article 18 (Extra Work) shall apply, provided,
however, in case the Operators and the Employer are unable to agree on the terms of
the payment with regards to the Extra Works, then, the Operators is not liable to
comply with the Change in Law or such change in Applicable Standards. For the
avoidance of doubt, any Change in Law claim is not subject to demonstrating
occurance of a Force Majeure under Section 15.1 (Definition of a Force Majeure
Event).
19.3 Subject to Section 19.2, if the Operators is hindered in the performance of its
obligations under this Agreement, suffers delay, incurs Cost and/or if there is any
shortfall in the Availability as a result of any change stipulated in Section 19.2 made
after the Effective Date, the Operators shall be entitled to extension of time for
performance of the obligations under this Agreement and a relief for the Operators
from the consequences of any shortfall in the Availability under this Agreement.
19.4 Where Section 19.2 applies due to a Change in Law and Article 18 (Extra Work)
applies, in case the additional amounts (and/or other terms) proposed by the Operators
in terms of Article 18 (Extra Works) are not acceptable to the Employer and the failure
to comply with the Change in Law would result in the Operators or the Employer not
being able, in each case, to perform with its obligations under the Agreement, then, the
Employer shall have the right to terminate this Agreement without any further liability
or obligation hereunder except as provided in Sections 9.1.3(ii)(b) to (e) and Section
9.1.3(B)(b) to (e).

20. CONSORTIUM EXPIRY
20.1 In the scenario that the Operators jointly inform the Employer that the consortium of
Operator A and Operator B is terminated inter se the two (2) parties, the Parties shall
continue to perform their respective obligations under this Agreement provided that the
terms of this Agreement shall be deemed altered as follows:
(a) the annual Price for WTG Works shall be reduced by USD 18,000 (United
States Dollars Eighteen Thousand only) from the date of such notification for
the then ongoing Operating Year and for each Operating Year, for the
remainder of the Term; and
(b) Section 7.1.2(ii) shall stand deleted; and
(c) the calculation of Availability Guarantee shall no longer be undertaken on the

basis of the entire Facility and shall be calculated separately for BOP and WTG
in terms of paragraph 3 and paragraph 5 of the Schedule 25 (Availability
Guarantee).

21. DISPUTE RESOLUTION
21.1 NEGOTIATION BETWEEN SENIOR EXECUTIVES
The Employer and the Operators will attempt in good faith to resolve any controversy
or claim of any nature arising out of or relating to this Agreement, including any
breach thereof, promptly by negotiation between senior executives of the Parties who
have authority to settle the controversy or claim. In the event a Party intends to invoke
such negotiation process, it shall give the other Party written notice of such intent and
specify in writing the specific nature of the dispute. Within fifteen (15) days of receipt
of said notice, the receiving party shall submit to the other a written response. The
executives representing the Parties shall meet at a mutually acceptable time and place
within thirty (30) days of the receiving Party's notice and thereafter as often as they
reasonably deem necessary to exchange relevant information and to attempt to resolve
the dispute. In the event such dispute is not resolved by such negotiations, the Parties
shall proceed to arbitration in accordance with Section 21.2 (Arbitration). The notices
called for within this Section shall not be deemed a substitute for any other notice
requirement set forth in this Agreement.
21.2 ARBITRATION
21.2.1 If the Parties cannot reach an agreement by negotiation, the dispute shall be
finally settled, to the exclusion of legal proceedings, by arbitration in
accordance with the rules of the London Court of International Arbitration, as
in effect on the date of this Agreement (the Rules), by an arbitral tribunal
composed of three arbitrators (unless agreed otherwise between Parties),
appointed under such Rules.
21.2.2 The venue and seat of arbitration shall be Singapore.
21.2.3 The arbitration proceedings and the award shall be in English.
21.2.4 The award rendered shall be in writing and shall set forth in reasonable detail
the facts of the dispute and the reasons for the arbitrator’s decision. The
decision of the arbitrators shall be final and binding upon the Parties. Judgment
upon the award rendered by the arbitrator may be entered in any court of
competent jurisdiction. The Party in whose favour the award is given may
enforce such award or judgment in any jurisdiction, including any jurisdiction
where the other Party’s assets may be located. Except as the Operators and the
Employer otherwise agree in writing pending the final resolution of any
dispute in accordance with this Section 21 (Dispute Resolution), the Operators
shall proceed diligently with the performance of the Works under this
Agreement and in compliance with the Employer’s or Employer’s
Representative’s directions, respectively. Where the Work to be carried out
pending resolution of a dispute involves the Operators incurring third party
costs, such cost shall be agreed by the Parties and shall be shared on a 50:50
basis, until resolution of the dispute by Arbitration, provided, however, any
such costs incurred by a successful Party to a dispute shall be reimbursed to it
by the unsuccessful Party within fifteen (15) days of resolution of such dispute.

22. CONFIDENTIAL INFORMATION
22.1 All documents, plans, drawings, specifications, and the subject matter contained herein
and any information, whether technical or commercial, provided by a Party hereunder
(the Disclosing Party) to the other Party hereunder (the Receiving Party) in
connection with the performance of this Agreement which is in writing or
communicated by any other means and is intimated in writing by the Disclosing Party
as being proprietary, secret, or confidential (the Confidential Information), shall be
held confidential by the Receiving Party and shall not be used or disclosed by the
Receiving Party for any purposes other than those for which they have been prepared
or supplied, unless otherwise permitted with the prior written consent of the Disclosing
Party. The provisions of confidentiality in this Section 22 (Confidential Information)
shall survive termination of the Agreement and expiry of the Term.
Such restriction shall not apply to the disclosure of Confidential Information to the
Operators’ Affiliate entities as necessary for performance of this Agreement. This
Section shall not restrict access to such information to employees of the Receiving
Party and Operators’ Affiliate entities whose access is necessary in the implementation
of this Agreement. This Section shall not restrict access to such information to the
Employer’s contractors, including the 2 Year O&M Contractor, as may be necessary in
the implementation of their work. All copies of written Confidential Information will
be returned to the Disclosing Party upon request (i) except to the extent that an item of
such information is designated to be retained by the recipient Party pursuant to a
specific provision of this Agreement; and (ii) the Operators may retain one copy of
Employer Confidential Information until such time as all its liability under this
Agreement terminates.
22.2 This Section shall not prevent the Receiving Party from disclosing such Confidential
Information of the Disclosing Party pursuant to: (a) a subpoena or judgement issued by
a court of competent jurisdiction; (b) other requirements of law or judicial or
administrative order; or (c) activities related to development, construction and
financing of Works and the Facility to the Lenders, Purchaser and Alternate Energy
Development Board, provided, however, that prior to making such a disclosure
pursuant to (a) and (b), the Receiving Party will provide the Disclosing Party with
timely advance written notice of its intent to so disclose, to the extent reasonably
practical.
22.3 The Receiving Party shall have no obligation hereunder with respect to any portion of
the Confidential Information received by it from the Disclosing Party that: (a) has been
made public, unless such Confidential Information was made public by or with the
assistance of the Receiving Party in violation of this Agreement, or other illegal or
wrongful act; (b) becomes part of the public domain by publication or otherwise, after
disclosure to the Receiving Party, unless such Confidential Information was made
public by or with assistance of the Receiving Party in violation of this Agreement; (c)
shall otherwise lawfully become available to the Receiving Party on a non-confidential
basis from a third party who has not received the Confidential Information directly or
indirectly from the Disclosing Party; (d) was or is independently developed by the

Receiving Party, and such fact can be proven by reasonable written documentation, and
such Confidential Information was not acquired directly or indirectly from the
Disclosing Party; or (e) was already rightfully in the Receiving Party's possession at
the time it was disclosed to the Receiving Party.
22.4 The Parties agree that, as far as possible and unless needed for the proper execution of
their responsibilities under this Agreement, they will keep confidential the terms of this
Agreement. In addition, unless otherwise required by Applicable Laws, the Operators
shall not, without the prior written consent of the Employer, issue any public statement,
press release, publicity handout, photograph or other material relating to or disclosing
in any way whatsoever to any Person other than a Subcontractor or a prospective
Subcontractor the award to the Operators of this Agreement or the scope, extent or
value of the Works, or any details as to equipment to be supplied or Services
performed, in each case by the Operators in respect of the Project, or anything
whatsoever relating to the Works or any part thereof. Without in any way restricting
the generality of the foregoing, neither the Operators nor the Employer shall invite or
permit any reporter, photographer, television camera crew, commercial radio
broadcaster or any other such Person to enter upon the Site without the express prior
written consent of the other party.

23. ENVIRONMENT, HEALTH AND SAFETY
23.1 Precautions shall be taken by the Operators to ensure the health and safety of its staff
and labour. Without prejudice to the afore-stated obligation of the Operators, the
Operators hereby agrees and undertakes to abide by all requirements of the Project
QHSE Plan approved by the Employer.
23.2 The Operators shall ensure that all applicable Social and Environmental Laws,
Environmental and Social Standards and health and safety laws are complied with and
that safe working practices are implemented so as to promote a safe environment at the
Site for all employees, officers, and agents of the Operators and all of its
Subcontractors and employees engaged in the provision of Works pursuant to this
Agreement and for visitors to the Site.
23.3 The Operators shall be responsible for preparing and issuing all safety documentation
and safe working procedures for all activities relating to the Works, providing adequate
control of Hazardous Substances which are related to the Works (other than the
removal and disposal of the same from the designated area), complying with any safety
requirements reasonably requested by the Employer or imposed by the relevant health
and safety authority, promptly investigating (and where necessary under, and in
accordance with Applicable Law, and reporting to the appropriate Public Sector Entity)
all accidents or injury relating to persons in connection with the Works and providing
full details thereof to the Employer and/or any insurer in connection with this
Agreement.
23.4 [Not Used].
23.5 If the Operators' personnel require medical attention, the Operators shall arrange for the
same at its own cost and expense.
23.6 The Employer shall ensure that the EPC Contractor establishes medical facilities and
secure housing at the Site in accordance with the requirements of the EPC Contract.
The Operators may use the facilities owned by the Employer at Site with the prior
approval of the Employer.
23.7 [Not Used].
23.8 The Operators shall: (A) not take any actions to prevent workers from lawfully
exercising their rights of association and their right to organize and bargain
collectively; (B) observe applicable laws relating to a minimum age for employment of
children, acceptable conditions of work with respect to minimum wages, hours of
work, and occupational health and safety; (C) not use forced or compulsory labor,
including, but not limited to any form of slavery, debt bondage or serfdom; (D)
explain, document, and make available in writing and orally to each worker,
information regarding all of their working conditions and terms of employment,
including their entitlement to wages and any benefits, prior to each worker
commencing work; (E) not employ persons, formally or informally, under the age of
fifteen (15) for general work and under the age of eighteen (18) for work involving
hazardous activity, which is work that, by its nature or the circumstances in which it is

carried out, is likely to harm the health, safety, or morals of those persons; (F) not
make employment decisions or discriminate with respect to aspects of the employment
relationship on the basis of personal characteristics unrelated to inherent job
requirements, including gender, race, religion, nationality, political opinion, or social or
ethnic origin; (G) operate in a manner consistent with the requirements of the
International Finance Corporation’s Performance Standard 2 on Labor and Working
Conditions; (H) on a monthly basis, not require hourly or quota-based wage workers to
work more than forty-eight (48) standard hours of work per week and that all workers
shall be guaranteed a weekly twenty-four (24) hour rest period; (I) pay all wages,
including all legally-mandated bonus pay and premium pay for overtime work, in full,
in legal tender, and in a timely fashion, to workers except when workers have agreed
otherwise; (J) ensure that workers have the right to remove themselves from hazardous
situations without jeopardizing their continued employment; and (K) require each
Subcontractors, to comply with the foregoing requirements; provided that if any
applicable law, or collective bargaining agreement, imposes a requirement that is more
protective of worker rights than any of the foregoing requirements, the Operators shall,
and shall cause the Subcontractor(s) to, observe such applicable law or collective
bargaining agreement (the requirements set forth above, collectively, the Worker
Rights Requirements).
(a) The Operators shall use all reasonable efforts, including remediation, to cure or
to cause the relevant Subcontractor to cure, or prevent the recurrence of, any
non-compliance or potential non-compliance with the Worker Rights
Requirements.
(b) The Operators shall comply with the requirements of the action plan, attached
hereto as Schedule 27 (Environmental and Social Action Plan).
23.9 LIMITATION ON OPERATORS' AUTHORITY
Except as authorized by this Agreement or as specifically authorized in writing by

Employer, the Operators shall not be the agent or representative of the Employer, shall
have no authority to undertake any transaction or incur any expenditure for which
Employer would be independently liable provided, however, that the foregoing
restrictions shall not limit or reduce Operators’ obligations otherwise set forth
hereunder.

24. SITE CONDITIONS AND HAZARDOUS SUBSTANCES
24.1 The Operators shall be responsible for collecting, disposing and removing all
Hazardous Substances produced or generated at the Site due to the Works or otherwise,
other than any Hazardous Substances that are brought on the Site by the Employer.
24.2 The Operators shall indemnify and hold the Employer harmless for any and all claims,
damages, losses, causes of action, demands, judgments and expenses arising out of or
relating to the presence of any Hazardous Substances which are: (i) improperly handled
or disposed of by the Operators; or (ii) brought on to the Site or produced or released
thereon by any person other than the Employer.
24.3 The Employer shall be responsible for all Hazardous Substances produced or brought
at the Site by the Employer and shall indemnify and hold the Operators harmless for
any and all claims, damages, losses, causes of action, demands, judgments and
expenses arising out of or relating to the presence of any Hazardous Substances
mentioned in this sub-clause.

25. INDEMNITIES
25.1 OPERATOR INDEMNITY
The Operator A and Operator B shall, to the extent of the respective WTG Works and
the BOP Works under the Agreement, indemnify and keep the Employer, its directors,
employees, officers, and agents fully and effectively indemnified at all times against all
Losses suffered or incurred by the Employer as a result of or in connection with a
material breach of this Agreement by the Operator or the negligence, wilful default or
fraudulent misrepresentation of the Operator, its directors, employees, officers, agents
or Subcontractors, (other than to the extent that the Employer has recovered an amount
in respect of such Losses under a policy of insurance or under an indemnity from any
other person), including, without any limitation, as a result of any claim:
(i) bought against the Employer arising out of a material breach of Section 4.10.2;
(ii) for damage to third party property;
(iii) in respect of death or personal injury or other health and safety liability; or
(viii) for environmental liability under any Applicable Law;
which may be brought or alleged or threatened against the Employer or any of its
directors, employees, officers and agents by any person, in each case save to the extent
attributable to any negligence, wilful act or material breach of this Agreement by the
Employer, its directors, employees, officers or agents, or anyone directly or indirectly
employed by any of them.
25.2 EMPLOYER INDEMNITY
The Employer shall indemnify and keep the Operators, their directors, employees,
officers, and agents fully and effectively indemnified at all times against all Losses
suffered or incurred by the Operators as a result of or in connection with a material
breach of this Agreement by the Employer or the negligence, wilful default or
fraudulent misrepresentation of the Employer, its directors, employees, officers, agents
or subcontractors (other than to the extent that the Operators have recovered an amount
in respect of such Losses under a policy of insurance or under an indemnity from any
other person), including, without any limitation, as a result of any claim:
(i) for damage to third party property;
(ix) in respect of death or personal injury or other health and safety liability; or
(x) for environmental liability under any Applicable Law,
which may be brought or alleged or threatened against the Operators or any of its
directors, employees, officers and agents by any person in each case save to the extent
attributable to any negligence, wilful act or material breach of this Agreement by the
Operators, or its directors, employees, officers or agents, or anyone directly or
indirectly employed by any of them.

25.3 CONCURRENT NEGLIGENCE
If damage, injury or death to third parties is caused by the joint or concurrent

negligence of the Parties, their officers, employees, agents, or subcontractors, the
Parties shall bear the loss in proportion to their or their officers’, employees’, agents’ or
subcontractors’ degree of negligence.
25.4 NOTICE
The indemnities provided in this Article 25 (Indemnities) shall apply only if the Party
seeking indemnity gives the indemnifying party prompt notice in writing of any claim
and provides the indemnifying party all necessary information and assistance so that
the indemnifying party may, at its option, defend or settle the claim. The indemnified
party shall not settle any third party claim without the approval of the indemnifying
party on the settlement amount.
25.5 “THIRD PARTIES” DEFINED
“Third parties” under this Article 25 (Indemnities) do not include the Parties, their
affiliates, agents, successors or assigns, any operation or maintenance contractor of the
Parties, or any entity: (i) with an equity or security interest in either Party, or their
assets or property; (ii) that seeks to claim any rights, power or privileges of one of the
Parties; or (iii) that seeks to claim as a third party beneficiary of one of the Parties. No
portion of the Facility is considered “third party property” for the purposes of this
Article 25 (Indemnities).
25.6 SURVIVAL OBLIGATION
The duty to indemnify under this Article will continue in full force and effect
notwithstanding the expiration or termination of this Agreement, with respect to any
loss, liability, damage or other expense based on facts or conditions which occurred
prior to such expiration or termination.

26. PATENTS
26.1 The Operators agrees to indemnify and hold harmless the Employer from any claims of
any third party that any Parts furnished hereunder infringe any patent in effect. If the
Employer promptly notifies the Operators of the receipt of any claim and does not take
any position adverse to the Operators regarding such claim and gives the Operators
information, assistance and exclusive authority to settle and defend the claim, the
Operators, at its expense and option, shall either settle or defend the claim or any suit
or proceeding and shall pay all damages and costs awarded against the Employer. In
the event of any such claim, the Operators may also: (i) procure for the Employer the
right to continue using the Part; (ii) modify the Part so that it remains in accordance
with the Applicable Standards and becomes non-infringing; (iii) replace the Part with
non-infringing Parts that are in accordance with the Applicable Standards. If, in any
suit arising from such a claim, the continued use of the Part for the purpose intended is
forbidden by any court of competent jurisdiction, the Operators shall, at its costs and
option, take one or more of the actions under (i) (ii), or (iii) above. The foregoing states
the entire liability of the Operators for patent infringement of any Parts.
26.2 Section 26.1 shall not apply to: (i) any Part which is altered or modified or misused by
any person or party other than the Operators; or (ii) the use of any Parts furnished
under this Agreement in conjunction with any other apparatus or material not furnished
by the Operators or its Subcontractors under this Agreement or the EPC Contractor or
its subcontractors under the EPC Contract. As to any Parts or use described in the
preceding sentence, the Operators assumes no liability whatsoever for patent
infringement.

27. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
27.1 REPRESENTATIONS AND WARRANTIES
Without prejudice to the other representations and warranties expressed elsewhere in

this Agreement, or otherwise mandatorily implied by law, each Party represents and
warrants to the other Party that:
27.1.1 neither Party nor its Affiliates have committed any Sanctionable Practice nor
have they directed any person to commit any Sanctionable Practice on their
behalf in connection with the Project;
27.1.2 it is a company duly incorporated and validly existing under the laws of its
registered place;
27.1.3 it has full power and authority to enter into this Agreement and to carry out its
respective obligations under this Agreement;
27.1.4 it has not granted to any third party any rights which are inconsistent with the
rights granted under this Agreement;
27.1.5 the entry into and performance of this Agreement does not and will not conflict
with any Applicable Law in effect on the date of this Agreement;
27.1.6 the entry into and performance of this Agreement requires no governmental or
other approvals, or if required, all such approvals have been obtained;
27.1.7 the entry into and performance of this Agreement does not and will not conflict
with any document which is binding upon it or any of its assets to the extent
that such conflict would be reasonably likely to have a material adverse effect
on the ability of the Party to perform its obligations under this Agreement;
27.1.8 it has not taken any action nor, to the best of its information and knowledge,
after making all due enquiry, have any steps been taken or legal proceedings
been started or threatened against it for winding-up, dissolution or re-
organisation, the enforcement of any security interest over its assets or for the
appointment of a receiver, administrative receiver or administrator, trustee,
judicial factor or similar officer of it or of its assets;
27.1.9 no action, litigation, arbitration or administrative proceedings has been

commenced, or, to the best of its information, knowledge and belief following
the making of all reasonable inquiry, is pending or threatened against the Party
and nor is there subsisting any unsatisfied judgment decree or award given
against it by any court, arbitrator or other body which will materially and
adversely affect or impede the Party’s ability to perform its obligations under
this Agreement;
27.1.10 it has reviewed the Project Documents (either in executed or final form) and
has satisfied itself with the contents thereof in order to perform its obligations

hereunder and to comply with any relevant obligations under such Project
Documents which, for the Operators, relate to the Works; and
27.1.11 it has at all times complied with all Applicable Laws to which it may be
subject with respect to the Project.
27.2 OPERATOR’S UNDERTAKINGS
Without prejudice to the other conditions expressed elsewhere in this Agreement, or

otherwise mandatorily implied by law, the Operators each undertakes to the Employer
that:
27.2.1 the Operator shall not (and shall ensure that none of its Affiliates or any agent
or delegate shall) commit any Sanctionable Practice or direct any person to
commit any Sanctionable Practice on its or their behalf in connection with the
Project;
27.2.2 the Operator shall not commit, and its obligations hereunder and as required
under the Grid Code shall not result in, any adverse effect on the voltage level
or voltage waveform;
27.2.3 it shall ensure that all consents, authorisations, registrations and filings
required to be obtained by the Operator in connection with the execution,
delivery or performance of this Agreement will have been obtained as and
when required by Applicable Law or this Agreement (whichever is earlier);
27.2.4 it shall assist the Employer with obtaining the required Employer Permits by
providing all relevant information requested by the Employer.
27.2.5 [Not Used];
27.2.6 [Not Used];
27.2.7 will not during the term of this Agreement grant to any third party any rights
which are inconsistent with the rights granted under this Agreement;
27.2.8 [Not Used];
27.2.9 [Not Used];
27.2.10 it shall service and Maintain the Facility, and perform its obligations under this
Agreement, in accordance with Applicable Standards;
27.2.11 it shall use its reasonable endeavors to improve the production of electricity
beyond the Availability Guarantee;
27.2.12 it will comply with the Applicable Standards with respect to the Project;
27.2.13 it will pay all applicable taxes and duties (other than those which the Employer

is required to pay under Applicable Law);
27.2.14 it will comply with all Applicable Laws to which it may be subject with
respect to the Project; and
27.2.15 it will promptly notify the Employer of:
(i) any Environmental Claim current, or to its knowledge, pending or

threatened; or
(i) any circumstances, to its knowledge, reasonably likely to result in an

Environmental Claim;
which, if substantiated, is reasonably likely to either have a material adverse

effect or result in any liability for the Employer.

28. NOTICES
All notices required or desired to be given pursuant to this Agreement shall be in

writing and shall be delivered by personal in-hand delivery, sent by facsimile
transmission, sent by electronic mail or sent prepaid by recognized delivery service
(such as Federal Express), addressed as follows:
IF TO THE EMPLOYER
Attention: Chief Executive Officer

Address: Din House, 35-A/1, lalazar Area, Opposite Beach Luxury Hotel,
M.T.Khan Road, Karachi, Sindh, Pakistan
Telephone No.: +92 21 35610001-3
Email: fawadjawed@dingroup.com
IF TO OPERATOR A
Attention: Mr. Yang Ge

Address: Siemens Center Beijing F12 No.7 South Wangjing Zhonghuan Road
Chaoyang District Beijing China 100102
Facsimile No.: +8610 57611996
Telephone No.: +86 186 1010 3669
Email: ge.yang@siemensgamesa.com
IF TO OPERATOR B
Attention: Mr. Mehdi Vazir

Address: OES Head Office, Korangi Industrial Area, Karachi, Pakistan
Facsimile No.: +922135072095
Telephone No.: +923332268694
Email: mehdi@orient-power.com
Such notices shall be deemed to have been given when delivered in the case of in-hand
delivery, on the date shown by a facsimile transmission report or confirmation in the
case of successfully completed facsimile transmission, on the date shown by an
electronic mail transmission in respect of e-mail and on the date of delivery in the case
of delivery service. Either Party may modify its address for notices by advance written
notice to the other Party delivered in conformance with this Article 28 (Notices).
29. NOT USED
30. THIRD PARTY RIGHTS
The provisions of this Agreement are for the benefit of the Parties hereto and not for
any other or third party. Nothing in this Agreement confers or purports to confer on any
third party any benefit or any right to enforce any terms of this Agreement pursuant to
the Contracts (Rights of Third Parties) Act of 1999.

31. NO AGENCY
The Employer and the Operators are each independent of the other and nothing in this
Agreement is intended, or shall be deemed, to create a partnership or joint venture of
the Parties.
32. AMENDMENTS
No modification, amendment, rescission, waiver or other change shall be binding on a

Party unless agreed in writing by that Party. This Agreement is the result of mutual
negotiation of the Parties and represents the entire agreement between the Parties. Any
oral or written representation, warranty, course of dealing or trade usage not contained
or referenced herein shall not be binding on either Party. Each Party agrees that it has
not relied on, or been induced by, any representations of the other Party not contained
in this Agreement.
The Operators shall cooperate on a best endeavours basis with the Employer and the
Lenders or its advisors to meet all reasonable requirements of Lenders including
executing a direct agreement with the Lenders, in a form satisfactory to the Lenders
and mutually agreed by Operators and Employer.
33. INVALIDITY
The invalidity in whole or in part of any portion of this Agreement shall not affect the
validity of the remainder of this Agreement and in such a case of invalidity the Parties
shall endeavour in good faith to modify the invalid provisions so as to carry out as
nearly as possible the original intent of the Parties in a legally enforceable manner.
34. EXCLUSIVE RIGHTS AND REMEDIES
The rights and remedies set forth in this Agreement are the exclusive rights and
remedies of each Party with respect to this Agreement, its performance or breach.
35. LANGUAGE
The language of this Agreement, and all documents, materials and training, if any, to
be supplied by the Operators under this Agreement shall be English.
36. SURVIVAL
Notwithstanding anything to the contrary contained in this Agreement, the Parties

agree that the provisions of Section 25.6 (Survival Obligation), Article 13 (Limitation
of Liability), Article 21 (Dispute Resolution), Section 9.4 (Successor To Operator
Upon Termination), Section 4.4.4, Section 9.5 (Site Clearance), and Section 9.1
(Termination at the Employer’s Option And Termination for Employer’s Default) to
Section 9.3 (Operator’s Obligations following Termination), Section 12 (Warranty)
shall survive the termination of this Agreement. Further, all such relevant provisions of

this Agreement that are required for the enforcement of each Party’s obligations and for
the settlement of liabilities, in each case, upon termination of this Agreement shall
survive the termination of this Agreement until such obligations have been performed
and the liabilities settled. Further any other provisions expressly specified in this
Agreement to survive termination shall survive termination of this Agreement.
37. INDEPENDENT EXPERT
In the event the Parties fail to mutually agree on the appointment of an Independent
Expert, the matter of dispute at stake that shall have been resolved by the Independent
Expert, shall be finally settled in accordance with Section 21 (Dispute Resolution).
Notwithstanding anything to the contrary contained in this Agreement, the Parties shall
be permitted, subject to mutual agreement between the Parties, to over-rule, set aside or
nullify any decision, determination and/or certification issued/provided by the
Independent Expert pursuant to the terms of this Agreement.
38. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of
England without regard to its choice of laws rules.
39. COUNTERPARTS
This Agreement may be signed in counterparts with the same effect as if all signing
Parties had signed the same document. All counterparts shall be construed together and
constitute one and the same agreement.

SIGNATURE PAGES
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first
above written.
THE EMPLOYER
For and on behalf of DIN ENERGY SIGNATURE

LIMITED through its authorised
signatory
Name:
Designation: ………………………………..
IN THE PRESENCE OF
WITNESSES: SIGNATURE
1- Name:
Address:
CNIC / Passport No: ………………………………..
2- Name:
Address
CNIC / Passport No: …………………………………

OPERATOR A
For and on behalf of SIEMENS GAMESA

RENEWABLE ENERGY (PRIVATE) LIMITED SIGNATURE
through its authorised signatory
Name: Joris MAZILLE ………………………………

Designation: Regional CEO APAC Service
SIGNATURE
Name: KU Kim Teck Jerry

Designation: Regional CFO APAC Service ………………………………
IN THE PRESENCE OF
WITNESSES:
1- Name: JIANG Xin SIGNATURE

Address: Siemens Center Beijing F12 No.7
South Wangjing Zhonghuan Road
CNIC / Passport No: E01364800 ……………………………….
2- Name: XU Ke SIGNATURE
Address: Siemens Center Beijing F12 No.7
South Wangjing Zhonghuan Road
CNIC / Passport No:G57851075 ………………………………

OPERATOR B
For and on behalf of ORIENT ENERGY SIGNATURE

SYSTEMS (PRIVATE) LIMITED through
its authorised signatory
Name:
Designation: ………………………………..
IN THE PRESENCE OF
WITNESSES: SIGNATURE
1- Name:
Address:
CNIC / Passport No: ………………………………..
2- Name:
Address
CNIC / Passport No: …………………………………

2021-01-15 Din LT OM (Execution Version)

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2021-01-15 Din LT OM (Execution Version)

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OPERATIONS & MAINTENANCE AGREEMENT

FOR THE PROVISION OF

ELEVEN (11) YEAR OPERATIONS AND MAINTENANCE SERVICES

IN RELATION TO A WIND POWERED POWER GENERATION COMPLEX OF

JHIMPIR, DISTRICT THATTA,

DIN ENERGY LIMITED

SIEMENS GAMESA RENEWABLE ENERGY (PRIVATE) LIMITED

ORIENT ENERGY SYSTEMS (PRIVATE) LIMITED

DATED: JANUARY _________, 2021

Operations and Maintenance Agreement Page 1 / 106

Operations and Maintenance Agreement Page 2 / 106

(2) SIEMENS GAMESA RENEWABLE ENERGY (PRIVATE) LIMITED, a company duly

Operations and Maintenance Agreement Page 3 / 106

Operations and Maintenance Agreement Page 4 / 106

2 Year O&M Contractor means ‘Hydrochina International Engineering Company

Affiliate means, in relation to a Party, an entity (including any corporation, partnership,

Agreement means this Operations and Maintenance Agreement including all

Agreement Price means the sum of the following:

Anemometry System means the system comprising of anemometers, wind vanes,

Operations and Maintenance Agreement Page 5 / 106

(a) this Agreement;

(b) the Applicable Laws;

(c) the Applicable Permits;

(d) [Not Used];

(e) the Prudent Practices;

(f) the Operating Procedures;

(g) the O&M Manuals;

(h) the Equator Principles;

(i) the Project Documents;

(j) the Environmental and Social Standards; and

(k) the Specific Standards,

provided however, in the event of any discrepancy, inconsistency or conflict in the

Assumptions means the assumptions set out in Section 5.1 (Assumptions).

Assumption Deviation means a deviation from one or more of the Assumptions.

Operations and Maintenance Agreement Page 6 / 106

Change in Law means:

(a) the adoption, promulgation, repeal, modification or reinterpretation after the

Operations and Maintenance Agreement Page 7 / 106

(b) the imposition by a Relevant Authority of any material term or condition in

(c) the imposition by a Relevant Authority of any additional Consent,

Coercive Practice means the impairing or harming, or threatening to impair or harm,

Collusive Practice means an arrangement between two or more parties designed to

Confidential Information has the meaning ascribed thereto in Section 22.1.

Consent means all Employer Permits, Operator Permits, approvals, consents,

Condition Monitoring Services mean the remote monitoring of generator bearings,

Condition Monitoring Equipment means the equipment used to monitor vibrations

Construction Contractor means ‘Hydrochina International Engineering Company

Operations and Maintenance Agreement Page 8 / 106

Corrupt Practice means the offering, giving, receiving or soliciting, directly or

Disclosing Party has the meaning ascribed thereto in Section 22.1.

Effective Date means the date of signing of this Agreement.

Employer's Representative has the meaning ascribed thereto in Section 3.3.1

Employer Permits means all authorisations, consents, decrees, permits, waivers,

Operations and Maintenance Agreement Page 9 / 106

Environmental Claim means any claim by any person in connection with:

(i) a breach, or alleged breach, of any Social and Environmental Law;

(v) any other environmental contamination.

Equator Principles means the set of principles and guidelines applicable to

Operations and Maintenance Agreement Page 10 / 106

Fraudulent Practice means any action or omission, including any misrepresentation

GOP means the Government of Pakistan.

Gross Negligence means a conscious act or omission of a Party (including its