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Lenders Insurance Endorsement

Endorsement to each Insurance Policy

1. In this endorsement, it is agreed that (provided that any terms that are capitalised but not defined
herein shall have the meaning given to them in the Common Terms Agreement (as defined
below)):

“Accounts Agreement” means the accounts agreement so entitled dated 13 November 2019
between the Company, the Intercreditor Agent, the Onshore Security Trustee, the Offshore
Security Trustee, the Onshore Account Bank and the Offshore Account Bank.

“Administrative Parties” means the Intercreditor Agent, the Onshore Security Trustee, the
Offshore Security Trustee, the Onshore Account Bank and the Offshore Account Bank, and
“Administrative Party” means any one of them.

“Commercial Operations Date” shall have the meaning set forth in the EPA.

“Company” means Artistic Wind Power (Private) Limited, a private limited company duly
organised and existing under the laws of Pakistan whose registered office is at Plot No 4 and 8
Sector 25, Korangi Industrial Area Karachi, Pakistan .

“Complex” means the 50 MW wind-powered power station, as defined in the EPA.

“Common Terms Agreement” or “CTA” means the common terms agreement so entitled dated
13 November 2019 and entered into between, amongst others, the Company, International
Finance Corporation and certain other Financiers, the Intercreditor Agent, the Offshore Security
Trustee, the Onshore Security Trustee, the Offshore Account Bank and the Onshore Account
Bank.

“EPA” means the energy purchase agreement between the Company and the Central Power
Purchasing Agency Guarantee Limited.

“Finance Parties” means the Financiers and the Administrative Parties, and “Finance Party”
means any of them.

“Financiers” means the Financiers specified in the Common Terms Agreement.

“Insureds” means the insured parties named in this Insurance Policy.

“Insurer” means the insurer or insurers under this Insurance Policy.

“Intercreditor Agent” means Bank AL Habib Limited in such capacity and includes any
assignee, transferee, successor or novated, replacement or additional creditor as permitted under
and in accordance with the CTA and the Intercreditor Deed.

“Intercreditor Deed” means the intercreditor deed so entitled dated on or about 13 November
2019 and made between (inter alios) the Company and the Finance Parties.

“Offshore Account Bank” means United National Bank Limited (trading as UBL UK) in such
capacity and includes any assignee, transferee, successor or novated, replacement or additional
creditor as permitted under and in accordance with the CTA and the Accounts Agreement.
“Offshore Security Trustee” means Bank AL Habib Limited, Wholesale Branch, Kingdom of
Bahrain as offshore security trustee for and on behalf of the Secured Creditors (other than itself)
and includes any assignee, transferee, successor or novated, replacement or additional creditor as
permitted under and in accordance with the CTA.

“Onshore Account Bank” means Bank AL Habib Limited in such capacity and includes any
assignee, transferee, successor or novated, replacement or additional creditor as permitted under
and in accordance with the CTA and the Accounts Agreement.

“Onshore Security Trustee” means Bank AL Habib Limited as onshore security trustee for and
on behalf of the Secured Creditors (other than itself) and includes any assignee, transferee,
successor or novated, replacement or additional creditor as permitted under and in accordance
with the CTA.

“Proceeds” means the insurance proceeds in respect of physical loss or damage arising from or in
connection any loss of, destruction of or damage to any properties of the Company under this
Insurance Policy and all claims, returned premiums, settlements and any other monies payable
under or in relation to this Insurance Policy and “Insurance Proceeds” (as defined under the CTA)
shall include Proceeds.

“Project” means the design, development, financing, insurance, construction, commissioning,


ownership, performance testing, operation and maintenance of the Complex and all related
ancillary works (whether on or off the Site).

“Project Assignment Deed” means the Pakistani law assignment of insurances between the
Company and the Onshore Security Trustee in respect of insurance policies governed by the laws
of Pakistan or other applicable law assignment of insurances between, among others, the
Company and the Onshore Security Trustee in respect of insurance policies governed by the laws
of any country other than Pakistan. We only acknowledge PAD and are not signatory to any
project assignment deed. However it should be deleted and replaced with RAD to which
we are signatory. By virtue of is this, please also include the definitions of Reinsurer and
Reinsurance Policy as mentioned in LRE.

“Secured Creditors” means each Finance Party which is a co-insured hereunder and each
Working Capital Bank. The term “Secured Creditors” includes any assignee, transferee, successor
or novated, replacement or additional creditor as permitted under and in accordance with the
relevant financing documents entered into by the Company for financing of the Project.

“Third Party Liability Insurance” means insurance in respect of all sums which any Insured
becomes liable to pay in respect of legal liability to third parties.

“Working Capital Bank” means the working capital bank providing a facility pursuant to Clause
11 (Company LC and Working Capital Facility) of the CTA.

2. Each Insurer acknowledges that it has been notified by the Company that the Company has been
granted certain credit facility by the Secured Creditors and that, in connection therewith, the
Company has by the Project Assignment Deed assigned by way of security to the Onshore
Security Trustee acting on behalf of the Secured Creditors all its existing and future rights, title
and interest in and to the proceeds of all insurances relating to the Project, including the insurance
provided by this Insurance Policy and in the subject matter of this Insurance Policy. Each Insurer
confirms that it consents to such assignment and acknowledges that it has not been notified of any
other assignment or security interest in the Company’s interest in the insurances.

3. Each Insurer acknowledges that each Secured Creditor and its respective officers, directors,
employees and assigns are each additional insureds under this Insurance Policy and that the
premium specified in this Insurance Policy provides consideration for their being additional
insured parties. Responsibility for the payment of premium is the obligation of the Company and
not that of the additional insureds (the Secured Creditors).

4. Each Insurer acknowledges for the benefit of the Insureds:

(a) that it has received adequate information in order to evaluate the risks hereby insured on
the assumption that no material information has been intentionally withheld by the
Insured and that the information provided is not materially misleading;

(b) receipt of consideration for the insurance of the Secured Creditors; and

(c) that notwithstanding any other provision of this Insurance Policy, there is no information
that has been relied on or is required by Insurers in respect of their decision to co–insure
the Secured Creditors.

5. It is understood and agreed that each Insurer:

(a) notes and agrees that the Insureds comprise more than one insured party each operating
as a separate and distinct entity and cover hereunder shall apply in the same manner and
to the same extent as if individual policies had been issued to each Insured provided that
the total liability of such Insurer to all of the Insured’s collectively shall not exceed the
sums insured and limits of indemnity including any inner limits set by memorandum or
endorsement stated in this Insurance Policy;

(b) subject to paragraph 5(c) below, shall be entitled to avoid liability to or (as may be
appropriate) claim damages from any of the insured parties comprising the Insured in
circumstances of fraud, deliberate misrepresentation, deliberate non–disclosure or
intentional breach of any warranty or condition (the “Vitiating Act”) of this Insurance
Policy committed by that insured party;

(c) understands and agrees that a Vitiating Act committed by one insured party comprising
the Insured shall not prejudice the right to indemnity of any other insured party
comprising the Insured who has an insurable interest and who has not committed a
Vitiating Act;

(d) understands and agrees that the coverages afforded by this Insurance Policy to one
Insured shall not be invalidated or affected by any unintentional errors or omissions in
any information required to be reported by another Insured, or any breach or other
violation by another Insured or its affiliates or others acting on its behalf of any
warranties, declarations or conditions contained in such policies, any action or
inaction, including any act of fraud or material misrepresentation relating to the Project,
of another insured or its affiliates or others acting on its behalf;

(e) hereby agrees to waive all rights of subrogation or action which it may have or acquire
against the Insured or any parties comprising the Insured except where the rights of
subrogation or recourse are acquired in consequence or otherwise following a Vitiating
Act in which circumstances such Insurer may enforce such rights against any of the
Insured except the Secured Creditors notwithstanding the continuing or former status of
the vitiating party as an Insured; and

(f) notwithstanding the foregoing provisions of paragraph 5, waive(s), and agrees not to
exercise, any rights against the Company which it may acquire through subrogation to the
rights of the Secured Creditors until all amounts owing to the Secured Creditors have
been irrevocably repaid in full. Nothing contained in the foregoing shall be taken to
confer on the Insurer any rights of subrogation that do not exist in law.

6. Each Insurer agrees that this insurance shall be primary to and not excess to (except in respect of
specific excess layers of insurance effected specifically for the Project) or contributing with any
other insurance maintained by any Insured except, if applicable, for the 50:50 marine/non-marine
contribution arrangements in relation to policies effected specifically for the Project. Each
Insurer waives all rights of contribution or average against any other insurance effected by any
Insured (except in respect of specific excess layers of insurance effected specifically for the
Project and the 50:50 marine/non-marine contribution arrangements, if applicable).

7. The Company shall promptly provide to each Insurer all information of an event or circumstances
which may give rise to a claim under this Insurance Policy (provided that if the Company could
not have reasonably known about the event or circumstance giving rise to the claim under the
Insurance Policy and in fact did not know of such event or circumstance giving rise to the claim
under the Insurance Policy, late notification shall not prejudice the Company’s rights hereunder).

8. Any loss hereunder shall be settled in the same currency as the currency in which the loss has
been properly claimed by an Insured and applying the same exchange rate as was applied in
calculating the Insurer’s liability to the Insured where the Insured’s loss has been converted into a
different currency for the purpose of the claim against the Insurer.

9. Each insurer’s obligation to pay under this insurance policy and in accordance with the
claims control and loss payment provisions of the Reinsurance Policy arises when such
Reinsurer agrees that the Insurer’s reinsured liability becomes payable in accordance with
the terms of the Underlying insurance.

10. The Company irrevocably authorizes and instructs the Insurer to pay, and the Insurer agrees to
pay, all Proceeds as follows:

(a) if the sum recoverable is in respect of third party claims to be paid directly to a third party
under the Third Party Liability Insurance, such sums shall be paid, directly to that third
party unless such sums have already been made by the Company to such third parties, in
which case the Insurer agrees to pay such sums to the bank account set forth in sub-
paragraph (b)(i), if paid prior to the Commercial Operations Date, and the bank account
set forth in sub-paragraph (b)(ii) below, if paid on or after the Commercial Operations
Date; and

(b) to the extent that sub-paragraph (a) above does not apply, such sums shall be paid to the
following bank account:

(i) For delay in start-up, advance loss of profits or business interruption insurance, if
paid prior to the Commercial Operations Date in:
(A) USD and any currency (other than Rupee):
Bank name: Offshore Account Bank
For account: USD Proceeds Account
Number: 0001-019647-001

(B) Rupee:
Bank name: Onshore Account Bank
For account: Rupee Proceeds Account
Number: 1001-0081-177613-10-6

(ii) For delay in start-up, advance loss of profits or business interruption insurance, if
paid on or after the Commercial Operations Date in:

(A) USD and any currency (other than Rupee):


Bank name: Offshore Account Bank
For account: USD Revenue Account
Number: 0001-019647-002

(B) Rupee:
Bank name: Onshore Account Bank
For account: Rupee Revenue Account
Number: 1001-0081-177613-04-8

(iii) For all other insurances, if in:

(A) USD and any currency (other than Rupee):


Bank name: Offshore Account Bank
For account: USD Insurance and Compensation Account
Number: 0001-019647-006

(B) Rupee:
Bank name: Onshore Account Bank
For account: Rupee Insurance and Compensation Account
Number: 1001-0081-177613-06-0

unless and until the Insurer receives written notice from a Security Trustee to pay any claims to a
different account.

11. No other instruction, whether by the Insurer or by any person other than a Security Trustee, to
make any payment to any other person or account shall be honored by any Insurer unless given or
countersigned by a Security Trustee, or such other person as that such Security Trustee may
notify to each Insurer in writing. A payment made in accordance with this provision shall, to the
extent of that payment, discharge the liability of each Insurer to the Insured under this Insurance
Policy. Each payment by each Insurer to a third party of a claim against the Company under the
Third Party Liability Insurance insured by the Insurer shall be applied directly to discharge fully
and finally an insured liability of the Company to that third party. The arrangements in this
endorsement shall continue to apply notwithstanding the liquidation or insolvency of the Insurer.
The Insurer shall not be required to make payment hereunder to the Project Company or any of
the Insured in respect of loss or losses in the event and to the extent the claim has been directly
settled under any reinsurance policy held by the Insurer. Any direct payment by the reinsurers
pursuant to the terms of any reinsurance policies shall, to the extent of such payment, discharge
the Insurer’s liability in respect of such payment under the Insurance Policy.

12. Each Insurer acknowledges that the Secured Creditors and the Security Trustees have the right
but not the obligation to pay any premiums payable in respect of this Insurance Policy.

13. The Finance Parties and their respective servants, agents, officers, directors, employees,
secondees and assigns shall (whether or not they are Insureds under the policy) in no
circumstances be liable for the payment of any premium or to perform any other obligation owed
to the Insurer but this shall not relieve the Insurer or Company from its obligation to pay any
premium due under this policy. The Insurers may, at their discretion, deduct overdue unpaid
premium from claims settlements but shall not set off or deduct premium that is not overdue or
any other amounts payable by the Insurer or Company under or in relation to this policy.

14. Each Insurer shall give written notice to the Onshore Security Trustee and the Company:

(a) (applicable only to such Insurances that contain a cancellation provision) at least sixty
(60) days’ notice in writing (or such lesser period, if any, as may be specified from time
to time by Insurers in the case of war risks and kindred perils, but in any event not less
than seven (7) days) before any cancellation or avoidance can take effect if any Insurer
proposes to cancel or avoid or give notice of such cancellation or avoidance of all or any
cover under this Insurance Policy for any reason including non-payment of premium;

(b) at least sixty (60) days’ notice in writing before any proposed reduction in limits or
coverage, any proposed increase in deductibles or any proposed termination before the
original expiry date, in each case under or in connection with this Insurance Policy, is to
take effect;

(c) at least sixty (60) days prior to the expiry of the insurances if the Insurers have not
received renewal instructions from the Company and/or any insured party or the broker
or agent of any such party;

(d) immediately of the non–renewal or expiry of the Insurance Policy; and

(e) prompt notice of any act or omission or of any event of which any Insurer has knowledge
and which any Insurer considers would invalidate or render unenforceable in whole or in
part this Insurance Policy, including any default in the payment of any premium of any of
the Insurance Policies and give the Onshore Security Trustee not less than forty five (45)
days prior to cancelling such insurance coverage or policy to allow the Onshore Security
Trustee to pay any outstanding or defaulted premium,

provided that, subject to terms and conditions of this Insurance Policy, no reductions in
limits or extent of insurance coverage or increases in exclusions, deductibles or exceptions shall
be made under this Insurance Policy without the written consent of the Onshore Security
Trustee (acting at the direction of the Financiers) (such consent not to be unreasonably withheld
or delayed).

17. Without prejudice to the foregoing, each Insurer acknowledges and agrees that, notwithstanding
the lapse of this Insurance Policy (except by reason of expiry in accordance with its terms) or any
cancellation or modification or any change of this policy by the Insurer or by the Insurer or
Company, whether voluntary or involuntary, this Insurance Policy shall continue in full force and
effect for the benefit of the Secured Creditors for at least sixty (60) days after written notice of
such lapse or cancellation or modification or change has been given to the Onshore Security
Trustee and that no reduction in limits or coverage shall be made in the Insurance Policy or any
part thereof.

18. Each Insurer shall, and hereby does, indemnify and hold harmless each of the Insureds including
but not limited to the Company, the Onshore Security Trustee and the other Secured Creditors
and the Insurer (and their officers, directors, shareholders, employees, representatives and agents)
from, and shall defend the Company, the Insurer, the Onshore Security Trustee and the other
Secured Creditors against any and all costs, losses or liabilities (including legal fees) resulting
from, or relating to, any and all claims, causes of action, demands or liens arising as a
consequence of any breach of this Insurance Policy by the Insurer. Notwithstanding any
provision in this Insurance Policy, each Insurer total liability to all Insureds collectively shall not
exceed the Insurer’s percentage (the “Percentage”) of the sums insured and limits of indemnity
including any inner limits set by memorandum or endorsement stated in this Insurance Policy
(where, in respect of each Insurer, such Percentage equals the percentage such Insurer has
underwritten of this Insurance Policy).

19. Notwithstanding any other provision of this Insurance Policy, each Insurer agrees not to avoid the
insurance provided by this policy or any valid claim under it on the grounds that the risk or claim
was not adequately disclosed, or that it was misrepresented, unless deliberate or fraudulent non-
disclosure or misrepresentation is established in relation thereto. Non-disclosure or
misrepresentation or errors or omissions in any information required to be reported or any breach
or other violation of any warranties, declarations or conditions in this policy by one Insured or its
affiliates or agents shall not be attributable to any other Insured or its affiliates or agents who did
not actively participate in that non-disclosure or misrepresentation knowing it to be such or error
or omission or breach or other violation, as the case may be.

20. The Onshore Security Trustee or any other Secured Creditor shall be under no obligation to
fulfill, nor shall the Onshore Security Trustee or any other Secured Creditor incur any liability
with respect to, the Insurer’s obligations under this Insurance Policy, including, but not limited to,
payment of premiums and delivery of notices, as required under this Insurance Policy.

21. The Onshore Security Trustee is not an agent or trustee of any party other than the Secured
Creditors for receipt of any notice or any other purpose in relation to this Insurance Policy.

22. All notices or other communications under or in connection with this Insurance Policy will be
given in writing or by fax or by email. Any such notice will be deemed to be given as follows:

(a) if in writing, when delivered; and

(b) if by fax, on the date on which it is transmitted but only if:

(i) immediately after the transmission, the sender’s fax machine records the correct
answerback, and

(ii) the transmission date is a normal business day in the country of the recipient at
the time of transmission and is recorded as received before 5 pm on that date in
the recipient’s time zone, failing which it shall be deemed to be given on the next
normal business day in the recipient’s country.
The address of the Onshore Security Trustee for all notices under or in connection with this
Insurance Policy are those notified from time to time by the Onshore Security Trustee for this
purpose to the Company. The initial address of the Onshore Security Trustee is as follows:

Bank AL Habib Limited


Central Credit Administration Department
1st Floor, Finlay House,
I.I. Chundrigarh Road, Karachi, Pakistan
Karachi, Pakistan

23. This endorsement overrides any conflicting provision in the Insurance Policy.

All other terms and conditions remain unchanged.

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