POWER PUCHASE AGREEMENT

This Power Purchase Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [FIRST PARTY FULL NAME] (the “Developer/Seller"), with its address located at:

[YOUR COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the “Buyer"/“Utility”), with its address located at:

[COMPLETE ADDRESS]

WHEREAS the Developer agrees to complete construction and commissioning of its [name, description, location, and capacity or energy output of project] ("Project");

WHEREAS the Developer agrees to make available and to sell the Net Energy Output from the Project to the Utility; and

WHEREAS the Utility wishes to purchase the electrical energy generated by the Project, pursuant to the terms and conditions in this Agreement;

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows:

SALE

AND PURCHASE OF ENERGY

Sale

to Utility

Subject to, and in accordance with, the terms of this Agreement, the Developer shall make available and sell to the Utility, and the Utility shall purchase from the Developer (on a “take or pay” basis), the Net Energy Output of the Project, up to a maximum of [maximum output capacity or lesser contracted amount] plus or minus [variance allowance, based on manufacturer specifications] percent, beginning on the Commercial Operations Date.

As Available Energy Take

Upon and after the Commercial Operations Date, the Utility shall accept energy as available up to a maximum total energy equivalent of [Project or contracted maximum] kW per hour plus or minus five percent, provided that the Utility may accept energy above this level at its sole discretion.

Sale

to Developer

Subject to, and in accordance with, the terms of this Agreement, the Utility shall make available and sell to the Developer, and the Developer may purchase from the Utility, capacity and energy on the same basis as the Utility's then prevailing tariff for electricity sold to industrial customers.

Energy Price

The amount of the payments due from the Utility to the Developer for Net Energy Output from the Project shall be calculated in accordance with Schedule 2 (Calculation of Payments), using the Energy Price defined in that schedule. The payments shall be made at the times specified in Paragraph 3.2 (Billing and Payment).

TERM

Ini

tial Term

The initial term of this Agreement shall commence on the date of this Agreement and shall end [length of Agreement term] from the Commercial Operations Date, unless this Agreement is terminated earlier, pursuant to the provisions of this Agreement, allowing for termination in the event of a breach or default by either of the Parties ("Early Termination"). Any Early Termination of this Agreement shall be without prejudice to all rights and obligations of the Parties accrued under this Agreement prior to such termination.

Renewal Term

This Agreement may be extended by either Party for a single additional period of [agreed renewal term] years, on the terms defined by this Agreement, provided that:

The Party seeking an extension has made a prior written request to extend the

greement to the other Party, such request to be made not more than 36 months and not less than 24 months before the end of the initial term of this Agreement;

The Party receiving a request to extend the

greement has not rejected the request in a written response to the Party seeking an extension, given not more than 3 months following receipt of t

he request for extension; and

There is not an event of default of either

Party, as defined in Paragraphs

.2 (Developer Defaults) and

.3 (Utility Defaults), on the date the extension begins.

CURRENCY, PAYMENTS AND BILLING

Currency

All payments required pursuant to any provision of this Agreement (including provisions applicable in the event of any breach, default, or other failure of performance) shall be calculated and paid in [agreed currency].

Billing and Payment

Monthly Invoices

Within 25 days after the end of each month, each Party shall prepare and deliver to the other Party an invoice reflecting amounts payable by the other Party pursuant to this Agreement.

The

Developer's invoice to

the

Utility shall include calculations, in reasonable detail, of the a

mounts due

Calculation of Payments

The

Utility's invoice to

the

Developer shall include calculations in reasonable detail of the amounts owed to

the

Utility

with specific reference to applicable tariffs.

Special Invoices

If there is an event of default, breach, or other failure to perform for which this Agreement specifies payment of amounts as liquidated damages or otherwise, the Party to be compensated shall prepare and deliver to the other Party a special invoice that shows the calculation of any amounts due pursuant to this Agreement, specifies the provisions applied, and details the periods of delay or other factors on which the claim is based.

Electronic Funds Transfer

Each

arty shall pay the sums owed by wire transfer in immediately available funds within 21 days of receipt of each monthly invoice from the other Party. Payments for electrical energy provided by either Party to the other Party shall not be subject to any set-off. Each Party shall make payment by electronic transfer of funds to an account that is held and specified by the other Party. If electronic transfer of funds is not practicable or is not desired by the receiving Party, the Parties shall agree on specific alternative payment procedures.

Late Payments

Payments not made by the due date shall accrue daily interest at the greater of [specific daily interest rate or identifi

ed daily interest rate proxy]

or the maximum lawful rate. Any such charges for interest shall be calculated by the paying Party and included with payment of the invoice without the need for an additional invoice for those amounts.

Disputed Invoices

If either Party, on reasonable grounds, disputes any portion of a monthly invoice or the correctness of the amount received in payment of an invoice, then that Party shall, within 14 days of the receipt of such invoice or payment, serve a notice on the other Party indicating the amount and basis of the dispute. Neither Party shall be required to pay a disputed amount, pending resolution of the dispute. The dispute shall be settled by mutual discussion, and, if necessary, resolved pursuant to Paragraph 13 (Resolution of Disputes). If it is determined that either Party owes the other an amount of money, the owing Party shall, within seven (7) days after its receipt of such determination, pay such sum, together with interest, at a rate equal to [specific interest rate or identified interest rate proxy] to the other Party, in the manner specified for payment of the disputed invoice.

PRE-OPERATION OBLIGATIONS

Construction and Commissioning

The Developer shall undertake and be obligated (a) to complete construction of the Project and (b) to achieve successful completion of the required test operations prescribed in Schedule 3 (Testing and Commissioning) no later than the Required Commercial Operations Date. In the event that the Project does not successfully complete the required test operations prescribed in Schedule 3 (Testing and Commissioning) on or before the Required Commercial Operations Date, and the Utility is in full compliance with all its material obligations under this Agreement, then the Developer shall be liable to the Utility in an amount to be determined in accordance with the liquidated damages provisions of Schedule 2 (Calculation of Payments).

Permits and Licenses

The Developer, at its sole cost and expense, shall acquire and maintain in effect all permits, licenses and approvals required by all local agencies, commissions and authorities with jurisdiction over the Developer or the Project, so that the Developer may lawfully perform its obligations under this Agreement.

Credits, Grants, and Preferences

The Developer shall be responsible for applying for and obtaining any available and applicable tax credits, grants, loans or preferences from governmental or other institutions. The Utility shall cooperate with the Developer by providing requested documentation or other confirmation relating to the Project or to this Agreement.

INTERCONNECTION

Developer’s Responsibilities

In accordance with the requirements of Schedule 4 (Interconnection), the Developer shall design, construct, install, commission, operate and maintain the Interconnection Facilities, and any parts thereof, in accordance with the terms of this Agreement. The Developer shall design, construct, install, commission, own, operate and maintain all auxiliary and interconnecting equipment on the Developer's side of the Interconnection Point, provided that the Utility shall have the right to view such equipment and to object to the use of any equipment if, in the reasonable opinion of the Utility, the use of such equipment would adversely affect the Utility's Grid or system. The Developer's Interconnection Facilities shall be connected to the Utility's Grid by means of suitable switchgear and protective devices.

Utility’s Responsibilities

The Utility will use its best endeavour to assist the Developer in obtaining, in a timely manner and at a reasonable cost, all permits, permissions and way leaves necessary for the construction of any new transmission lines and associated equipment. Such assistance is not to be unreasonably withheld. The reasonable expenses of the Utility’s assistance shall be the responsibility of the Developer.

Required Transmission Lines

The Developer will be responsible for the design, construction, installation and commissioning of any new transmission lines (and associated switchgear and protective devices) needed to connect the Project to the Utility’s Grid. Upon completion and commissioning of any such transmission line and associated equipment, the Utility shall own, operate and maintain the line and associated equipment. However, the Utility shall reimburse the Developer a fair portion of the Developer’s capital contribution to construction of the new transmission line and associated equipment, if there is, subsequently, additional use of the line by others. The Utility shall obtain permission for such use by others from the Developer, which permission shall not be unreasonably withheld.

Access to Project

The Developer shall permit the Utility such access to the Project as the Utility shall require for the testing of Interconnection Facilities, and the Developer shall cooperate with the Utility in such testing, provided that no testing carried out by the Utility shall impose upon the Utility any liability, or relieve the Developer from any liability that it would otherwise have had for its negligence or other wrongful act in the design, construction, operation or maintenance of the Interconnection Facilities.

Lead Time

The Developer shall complete construction of the Interconnection Facilities and any required new transmission line and associated equipment at least 30 days prior to the Required Commercial Operations Date.

Protective Devices

Each Party shall provide the other Party, in advance, written notice of any changes to be made to the Project or to any facility on the Utility’s Grid that may affect the proper coordination of protective devices between the two systems. The Developer shall not disable or otherwise change or modify any protective equipment in its Interconnection Facilities or change or modify the operation or settings thereof without first requesting and receiving the written approval of the Utility, which approval shall not be unreasonably withheld. With reasonable notice to the Developer, the Utility may require the Developer to modify or to expand the protective devices by means of which the Project is connected to the Utility’s Grid. In such event, the Utility shall reimburse the Developer for the reasonable costs of such modification or expansion.

METERING

Ownership of Metering System

The Utility shall own, operate and maintain the Metering System used to acquire the performance measurements from which payments to the Developer, pursuant to this Agreement, are calculated. The Developer shall design, finance, construct, install, own, operate and maintain metering devices for backup purposes (the “Backup Metering System”). In both cases, the metering points shall be at the Utility’s Grid (high voltage) side of the Developer's transformer that connects the Project to the Utility’s Grid.

Testing and Inspection of Metering Equipment

Testing, inspection, repair, recalibration and replacement of the Metering System and of the backup metering equipment shall be performed by the Parties in accordance with the agreed operations and maintenance procedures detailed in Schedule 5 (Metering).

Measurement of Net Energy Output

Notice of

Reading

The

Utility shall read the Metering System for the purpose of measuring the Net Energy Output of the Project

after giving reasonable notice to the Developer. At its option,

the

Developer may be present when the meter is read.

The

Developer may request a test of the accuracy of the Metering System, at

the

Utility’s expense, [number] times per year.

The

Developer may have the Metering System tested at its own expense at any time.

Inaccurate Meters

In the event that the Metering System is found to be inaccurate or functioning improperly, the correct amount of Net Energy Output delivered to

the

Utility during the period for which inaccurate measurements were made shall be determined using the Backup Metering System or other procedures defined in Schedule 5 (Metering), as appropriate.

Payment Adjustments

The

Utility shall make a supplemental payment or issue a special invoice in the amount of the difference between the previous payments by

the

Utility for the period of the Metering System’s inaccuracy.

The

Utility’s payment or special invoice shall be delivered within

ten (

)

days of the determination of proper readings. Any such special invoice to

the

Developer shall be paid within

ten

(

)

days of receipt. In no event, however, shall any adjustments be made for any period prior to the date on which the Metering System was last tested and found to be accurate within plus or minus 0.5

and not otherwise functioning improperly.

OPERATIONS AND MAINTENANCE

Operating Standards

During the term of this Agreement, the Developer shall operate and maintain the Project in accordance with the technical specifications and requirements set out in Schedule 6 (Technical Specifications).

Operation by the Developer

During the term of this Agreement, beginning on the Commercial Operations Date, the Developer shall keep the Utility’s designated control center, from which the Utility will interface with the Project for operational purposes, informed as to the capacity of electrical energy available at the Project and shall immediately advise the designated control center of any change in this capacity.

Outages

Project Performance

The

Developer shall be afforded adequate Scheduled and Forced

Outage provisions

to facilitate necessary maintenance to the Project, provided that the average annual Net Energy Output from the facility during any five (5) year period shall not be less than [amount that takes account of planned maintenance] MWh.

Scheduled Outages

The

Developer shall use its best efforts to advise

the

Utility, in writing, of its Scheduled Outages no less than

seven (

)

months prior to each such outage. At least

sixty (

)

days prior to the Required Commercial Operations Date,

the

Developer shall submit to

the

Utility its desired Scheduled Outage periods for the first twelve

(12)

months.

Thereafter, by July 1 of each calendar year, the Developer shall submit to

the

Utility its desired schedule of Scheduled Outage periods for the following calendar year.

Forced Outages

The

Developer shall use its reasonable efforts to limit Forced Outages.

The

Developer shall be afforded Forced Outage provisions (including in the average annual Net Energy Output requirement of Paragraph 8.3.1) to facilitate

mergency maintenance of the Project when the circumstances warrant.

Emergencies

Emergency Plans

Three

(3)

months prior to the Commercial Operations Date,

the

Utility and

the

Developer shall jointly establish plans for operating the Project during an Emergency affecting

the

Developer or

the

Utility. Such plans shall include, without limitation, recovery from a local or widespread electrical blackout and voltage reduction to effect load curtailment.

Outage

uring Emergency

During an Emergency,

the

Developer shall supply such energy as it is able to generate within the Technical Specifications of Schedule 6. If the Project has a Scheduled Outage or a Forced Outage

and such outage occurs or would occur coincident with an Emergency, for purposes of this Agreement

the Emergency shall be considered part of the Scheduled Outage or Forced Outage and

the

Developer shall use all reasonable efforts to expedite completion of the work to restore power supply as soon as possible.

Cessation of Operation

Abandonment: If, after the Commercial Operations Date,

the

Developer, other than because of an event of Force Majeure, a Scheduled Outage or a Forced Outage (which Scheduled Outage or Forced Outage does not cause the Developer to exceed the maximum outage allowed under the requirements of Paragraph 7.3.1 Project Performance

above), allows Abandonment of the Project without the prior written consent of

the

Utility, then

the

Utility shall be entitled to enter the site

and, in consultation with the Operating Committee established pursuant to Paragraph 7.6 (Operating Personnel) and Schedule 7 (Operating Committee), appoint a manager of suitable competence to manage and operate the Project, subject to the Technical Specifications of Schedule 6, and in accordance with Prudent Utility Practice

until

the

Developer demonstrates

to the reasonable satisfaction of

the

Utility

that it can and will resume normal operations of the Project. During any period that

the

Utility operates the Project pursuant to this

aragraph,

the

Utility shall be entitled to receive only such consideration as is reasonable

(a) to pay the manager, at a level commensurate with industry standards; and (b) to reimburse

the

Utility for its reasonable and prudently incurred administrative, operational and other expenses, during and arising from its operation of the Project.

The

Utility shall render a full accounting to

the

Developer at regular intervals during the period of its operation of the Project pursuant to this

aragraph, and at the close of its management.

The

Utility shall continue to make payments for Net Energy Output in accordance with Paragraph

(

Sale

and Purchase of Energy) and Schedul

e 2 (Calculation of Payments).

Liability

uring Operations

During its operation of the Project

in accordance with the provisions of Paragraph 7.5.1 above,

the

Utility shall not be liable for any damage to the Project or any part thereof or for any damage or loss suffered by the Developer or third party, except where such damage or loss is caused by the gross negligence or the deliberate action or inaction of

the

Utility.

Operating Personnel

Operating Committee

The Parties shall establish an Operating Committee composed of

(____)

members.

The

Developer and

the

Utility shall each appoint an equal number of the members, and the members shall appoint the Chairman of the Operating Committee

The obligations and responsibilities of the Operating Committee and the rules governing meetings of the Operating Committee shall be as set forth in Schedule

Qualifications and Coverage

For the purposes of (a) operating and monitoring the Project

and (b) coordinating operations of the Project with the

Utility

’s

rid,

the

Developer shall employ, directly or indirectly, only personnel who are qualified and experienced.

The

Developer shall ensure that the Project is being monitored by such personnel, remotely or otherwise,

always

, 24 hours each day and 7 days each week

commencing 14 days prior to the Commercial Operations Date.

O&M Contractor

The

Developer may appoint an Operation

and Maintenance ("O&M") Contractor to operate and maintain the Project throughout the term of this Agreement.

The

Developer shall submit such appointment and the appointment of any successor O&M Contractor to

the

Utility for its prior written approval, which approval shall not be unrea

sonably withheld or delayed. No

such appointment nor the approval thereof by

the

Utility, however, shall relieve

the

Developer of any liability, obligation, or responsibility resulting from a breach of this Agreement.

Inspection and Records

Utility Inspections

The

Utility shall have the right to visit, observe and examine the Project and the operation thereof, upon reasonable advance notice to

the

Developer, for the purpose of facilitating the technical operation and administration of this Agreement. Such visits and observations shall not be construed as an endorsement by

the

Utility of the design or operation of the Project

nor as a warranty by

the

Utility of the safety, durability or reliability of the Project

and shall not relieve

the

Developer of any of its responsibilities under this Agreement.

Developer and Utility Records

Each Party shall keep complete and accurate records and other data required by each of them for the purposes of proper administration of this Agreement. Among other records and data,

the

Developer shall maintain an accurate and up-to-date operating log for the Project, which log shall include (without limitation) records of:

eal and

eactive

ower production for each clock half-hour, and electrical energy frequency and interconnection bus voltage at all times;

hanges in operating status, Scheduled Outages, and Forced Outages;

ny unusual conditions found during inspections; and

ny other items as mutually agreed upon by the Parties.

Copies of Records

Either Party shall have the right, upon reasonable prior written notice to the other Party, to examine or to make copies of the records and data of the other Party relating to the proper administration of this Agreement, at any time during normal office hours during the period such records and data are required to be maintained. All such records or data shall be maintained for a minimum of

sixty

(

)

0 calendar months after their creation, and for any additional length of time required by regulatory agencies with jurisdiction over the Parties. Upon expiration of such period, neither Party shall dispose of or destroy any such records without

thirty (

)

days

’

prior written notice to the other Party, and the Party receiving such notice may, at its option, elect to receive such records, in lieu of their disposal or destruction, by giving the notifying Party notice of its election at least

ten

(

)

days prior to the expiration of the 30

day period.

MUTUAL WARRANTIES AND COVENANTS OF THE PARTIES

Warranties

Each Party warrants to the other that:

It is duly formed, validly existing and in good standing under the laws of [country of Developer entity] and is qualified to do business in [country where

the

Project is located] and has complied with all applicable laws;

It has full power to carry on business and to enter into, legally bind itself by, and perform its obligations under this Agreement;

The signatories to this Agreement on its behalf are duly authorised and competent to execute and deliver this Agreement as being valid and legally binding on it;

The execution, delivery, and performance of this Agreement, subject to the granting and maintenance of the Relevant Consents, does not, and will not, constitute a violation of any legal or contractual constraint validly applied to

the

Developer

;

There are, to the best of its knowledge, no existing or threatened legal, contractual, or financial matters of any kind that could reasonably be expected to affect materially either its ability to perform its obligations under this Agreement or the enforceability of this Agreement; and

No information given by it in relation to this Agreement contains any material misstatement of fact or omits to state a fact that would be materially adverse to the enforcement of the rights and remedies of the other Party.

Developer Covenants

The Developer hereby covenants as follows:

Unless otherwise stated in this Agreement, the Developer shall design, finance, construct, own, operate and maintain the Project or any part thereof in accordance with this Agreement and its applicable

chedules, and all laws, rules, regulations and ordinances that are enforceable or binding upon

the

Developer

The

Developer shall successfully complete the test operations required or the Project on or before the Required Commercial Operations Date;

In addition to the Technical Specifications of Schedule

the

Developer shall operate and maintain the Project in such a manner so as not to have an adverse effect on

the

Utility voltage level and/or voltage waveform, power factor and frequency

or produce adverse levels of voltage flicker and/or voltage harmonics

;

In addition to the Technical Specifications of Schedule

the

Developer shall at all times cause the Project to be operated and maintained consistent with Prudent Utility Practice;

The

Developer shall

in accordance with the Technical Specifications of Schedule

install protective relays within the Project

having ratings and characteristics approved by

the

Utility. Such approval shall not constitute

for the

Utility any warranty or representation and shall not operate to increase the liability of

the

Utility with respect to third parties. In addition to the Technical Specifications of Schedule

the

Developer shall maintain the settings of all such relays at levels reasonably acceptable to

the

Utility.

The

Developer shall not change the settings of such relays without prior written consent of

the

Utility, which consent shall not be unreasonably withheld or delayed

;

The

Developer shall notify

the

Utility in writing of all apparatus that is from time to time included in

the

Developer's Project installations and that is likely to cause undue disturbance of

the

Utility's system. Such apparatus shall be utilised only with the approval of, and as specified by,

the

Utility, in writing. Such approval shall not constitute

for the

Utility any warranty or representation and shall not operate to increase the liability of

the

Utility with respect to third parties

;

Where approval is granted pursuant to Paragraph 8.2.6 above,

the

Developer shall use all reasonable efforts to prevent any apparatus being utilised in such a manner as to cause any undue disturbance of

the

Utility'

system. If

the

Utility finds that any such apparatus is being utilised in a manner that causes such disturbance,

the

Developer shall, upon receiving notice of such finding from

the

Utility, immediately cease to so

utilize

such apparatus until steps have been taken to the reasonable satisfaction of

the

Utility to eliminate such disturbance; alternatively,

the

Developer shall replace such apparatus by other apparatus approved by

the

Utility. In cases of

mergency, oral notice will suffice for the purposes of this

aragraph, provided that such oral notice shall be confirmed in writing within 48 hours of being given to

the

Developer.

Utility Covenants

The

Utility covenants to make the payments for Net Energy Output as required by this Agreement as they become due

without set

off against the amounts pursuant to Schedule

for delivered electrical energy.

Where

the

Utility must approve or

the

Utility and

the

Developer jointly must establish specifications for connections of the Project and related apparatus,

the

Utility covenants to act reasonably in so doing, with the objective of coordinating

the

Project and

the

Utility’s Grid operations so as to maximize

the

Project Net Energy Output.

DEFAULTS AND TERMINATION

Time

Where the Parties or a Party is required to perform any act or to fulfill an obligation under this Agreement within a specified time, and for any reason that said Party cannot perform within the time stated, then that Party may request an extension of the time for performance. The non-requesting Party shall give such requests for extensions of time due and reasonable consideration and shall not unreasonably deny a request, but the non-requesting Party may grant such a request on terms and conditions as to future performance.

Developer Defaults

The Utility may give a notice of default under this Agreement (a "Utility Notice of Default") upon the occurrence of any of the following events, unless caused by a breach by the Utility of this Agreement (each a "Developer Event of Default"):

bandonment of construction of the Project by the Developer after the commencement of

onstruction, without the written consent of

the

Utility

;

ailure of

the

Developer to achieve the requirements for the Commercial Operations Date within

one (

)

calendar year after the Required Commercial Operations Date. Unless, prior to the expiration of such 1-year period,

the

Utility and Developer agree on the length, and terms and conditions of an extension of the Required Commercial Operations Date, at the expiration of the initial

1-year

period

, the

Utility shall either declare a default or waive its right to declare a default pursuant to this

aragraph.

The

Utility may waive its right to demand payment of the liquidated damages

determined in accordance with the liquidated damages provisions of Schedule

(Calculation of Payments)

;

illful alteration of or tampering by

the

Developer or its employees or agents with the Interconnection Facilities without the prior written consent of

the

Utility, except in situations where such actions are taken to prevent immediate injury, death, or property damage and the Developer uses its best efforts to provide

the

Utility with advance notice of the need for such actions

;

bandonment of operation of the Project by the Developer after the Commercial Operations Date, without the written consent of

the

Utility

;

ailure by

the

Developer to make any payment required to be made by it under this Agreement on the due date for the payment where the aggregate unpaid and past due amounts exceed

[agreed amount]

;

Except when taken for the purpose of merger or reorganization (provided that such merger or reorganization does not affect the ability of the merged or reorganized entity to perform its obligations under this Agreement), the occurrence of any of the following events:

passage of a resolution by the shareholders of

the

Developer for the winding up of

the

Developer;

admission in writing by

the

Developer of its inability generally to pay its debts as they become due;

appointment of a Liquidator in a proceeding for the winding up of

the

Developer after notice to

the

Developer and due hearing; or

a court order to wind up

the

Developer; or

ny material breach by

the

Developer of any representation, warranty or covenant in this Agreement.

Utility Defaults

The Developer may give a notice of default under this Agreement (a "Developer Notice of Default") upon the occurrence of any of the following events, unless caused by a breach by the Developer of this Agreement (each a "Utility Event of Default").

The occurrence of any of the following events, except where done for the purpose of merger or reorganization that does not affect the ability of the merged or reorganized entity, as the case may be, to perform its obligations under this Agreement:

passage of a resolution by the shareholders of

the

Utility for the winding up of

the

Utility;

admission in writing by

the

Utility of its inability generally to pay its debts as they

become due;

appointment of a Liquidator in a proceeding for the winding up of

the

Utility, after notice to

the

Utility and due hearing; or

a court order winding up

the

Utility;

illful alteration of or tampering by

the

Utility or its employees or agents with the Project or Interconnection Facilities without the prior written consent of

the

Developer, except in situations where such actions are taken to prevent immediate injury, death, or property damage and

the

Utility uses its best efforts to provide Developer with advance notice of the need for such actions; or

ny material breach by

the

Utility of any representation, warranty or covenant in this Agreement.

Notice and Cure

A Utility Notice of Default or a Developer Notice of Default shall specify in reasonable detail the Developer Event of Default or Utility Event of Default, respectively, giving rise to the Notice of Default. In the case of a default set forth in Paragraphs 9.2.2, 9.2.4, or 9.2.5, the defaulting Party shall have five (5) working days (i.e., non-holiday weekdays) within which to cure the default. In the case of a default defined in any other subparagraph of Paragraphs 9.2 and 9.3, the defaulting Party shall have thirty (30) calendar days to cure the default.

Rights and Remedies Upon an Event of Default

Developer Default:

If a Developer Event of Default has occurred and the Developer Event of Default has not been cured within the period specified in Paragraph

the

Utility, in its sole discretion, may take any or all of the following actions:

terminate this Agreement by delivering written notice to the Developer (Utility

Termination Notice)

;

proceed in accordance with Paragraph 1

(Resolution of Disputes) to protect and enforce its rights and to recover any damages to which it may be entitled, including all costs and expenses reasonably incurred in the exercise of its remedy

;

at its election, take such steps as are reasonably necessary to cure the default before so proceeding.

Utility Default

If a Utility Event of Default has occurred and the Utility Event of Default has not been cured within the period specified in Paragraph

the

Developer, in its sole discretion, may take any or all of the following actions:

terminate this Agreement by delivering written notice

to the

Utility (Developer Termination Notice)

;

proceed in accordance with Paragraph 1

(Resolution of Disputes) to protect and enforce its rights and to recover any damages to which it may be entitled, including all costs and expenses reasonably incurred in the exercise of its remedy

;

at its election, take such steps as are reasonably necessary to cure the default before so proceeding.

Nature of Rights on Default

These rights and remedies shall not be exclusive

but, to the extent permitted by law, shall be cumulative and in addition to all other rights and remedies existing at law, in equity or otherwise. The Parties may seek to exercise such rights and remedies only in accordance with the procedures set forth in Paragraph 1

(Resolution of Disputes). The Parties may exercise each right and remedy afforded by this

greement or by law from time to time and as often as reasonably deemed expedient by the Party exercising this right. No delay by, or omission of,

the

Developer or

the

Utility to exercise any right or remedy arising upon any event of default of the other Party shall impair any such right or remedy or constitute a waiver of such event or an acquiescence thereto.

Notwithstanding the above, the total amount of damages that

the

Developer shall be entitled to for any breach of this Agreement by

the

Utility shall not exceed, in the aggregate, the greater of the actual value of the remaining term of the

greement and the fair market value of the payments for

the

Net Energy Output required over the remaining term of this Agreement.

Survival

Notwithstanding anything to the contrary contained in this Agreement, where applicable

the rights and obligations set forth in this Paragraph

shall survive the termination of this Agreement.

FORCE MAJEURE

Meaning of Force Majeure

In this Agreement, "Force Majeure" means any event, circumstances, or combination of events or circumstances beyond the reasonable control of a Party that materially and adversely affects the performance by that Party of its obligations or the enjoyment by that Party of its rights under or pursuant to this Agreement, provided that such material and adverse effect has not occurred due to the failure of the Developer or the Utility to design, finance, construct, own, operate or maintain the Project, Interconnection Facilities or the Utility’s Grid as required by this Agreement and in accordance with good utility practice. ”Force Majeure" shall expressly include the following categories of events and circumstances, to the extent that the events or circumstances satisfy the definitional requirements.

10.2 Natural Events

"Force Majeure - Natural" includes, but is not limited to:

Acts of Nature

/God

Epidemic or plagu

Other Events of Force Majeure

"Force Majeure - Political" includes, but is not limited to:

ct of war, invasion, armed con

flict or act of foreign enemy,

blockade, embargo,

revolution, riot, insurrection, civil commotion, act of terrorism, or sabotage;

trikes, work to rule, or go slows; and

(1) any of the Relevant Consents not

being granted or renewed (unless previously revoked for cause)

upon application having been duly made, (2) any of the Relevant Consents, having been granted, ceasing to remain in full force and effect (unless revoked for cause), or (3) the attachment to any Relevant Consents, subsequent to its grant, of any terms or co

nditions preventing performance

Upon the occurrence of a Force Majeure event or circumstances, the non

performing Party shall, within forty-eight (48) hours, give the other Party written notice describing the particulars of the occurrence. The suspension of performance shall be of no greater scope and of no longer duration than is required by the Force Majeure. The non

performing Party shall use its best efforts to remedy its inability to perform

and when the non-performing Party is able to resume performance of its obligations under this Agreement, that Party shall promptly give the other Party written notice to that effect.

Exclusion from Force Majeure

Force Majeure shall expressly not include the following conditions, except to the extent they result from an event or circumstances of Force Majeure:

unavailability, late delivery or changes in cost of plant, machinery, equipment, materials, spare parts, or consumables for the Project;

a delay in the performance of any Contractor;

non-performance resulting from normal wear and tear typically experienced in power generation materials and equipment; and

non-performance caused by, or connected with, the non-performing Party's (a) negligent or intentional acts, errors or omissions, (b) failure to comply with applicable laws, or (c) breach of, or default under, this Agreement.

Consequences of Force Majeure

Neither Party shall be deemed in breach of this Agreement because of any failure or delay in complying with its obligations pursuant to this Agreement due solely to Force Majeure. The periods allowed for performance by the Parties of their obligations (other than that specified in Paragraph

.4 (Notice and Cure) shall be extended on a day-for-day basis, provided that

(1) no relief shall be granted to the Party claiming Force Majeure pursuant to this Paragraph 10 to the extent that such failure or delay would have occurred even had such Force Majeure not occurred, and (2) the Party not claiming Force Majeure may immediately terminate this Agreement without further obligation, if Force Majeure delays a Party's performance for a period greater than fifteen (15) months. Other than for breaches of this Agreement by the Party not claiming Force Majeure, and without prejudice to the right of the Party claiming Force Majeure to indemnification pursuant to Paragraph 11, the Party not claiming shall not bear any liability for any loss or expense suffered by the Party claiming Force Majeure as a result of a Force Majeure.

During the pendency of an event of Force Majeure

, the

Developer shall not be entitled to receive Energy Payment from

the

Utility

except for energy already received by

the

Utility prior to the

vent. If Force Majeure affects only part of the Project, then

the

Developer shall be entitled to receive Energy Payment for electrical energy actually delivered to

the

Utility.

INDEMNIFICATION AND LIABILITY

Indemnity by Developer

In addition to the Developer's obligations and the Utility's remedies provided elsewhere in this Agreement, the Developer shall indemnify the Utility for any loss of or damage to property, death or injury to person, and any other liabilities, damages, losses and reasonable costs and expenses, including, but not limited to, legal fees and expert witness fees or any claim against the Utility in respect thereof (collectively, “Damages”) suffered by the Utility as a direct and foreseeable consequence of the Developer's conduct, where the Utility suffered Damages:

uring the design, construction, ownership, operation or maintenance of the Project, and Damages result

ing

from any negligent act or omission of

the

Developer

its servants or agents, and through no fault of

the

Utility

its servants or agents

;

n connection with, arising out of, or resulting from any breach of warranty, material misrepresentation by

the

Developer, or non-performance of any term, condition, covenant or obligation to be performed by

the

Developer under this Agreement; and

n connection with any claim, proceeding or action brought against

the

Utility under any applicable national or local environmental laws or regulations, and Damages result

ing

from

the

Developer's ownership of the site or operation of the Project

Developer's indemnities, however, shall not extend to any loss, damage, death, injury, liability, costs or expenses (or any claim in respect thereof) to the extent that they were caused by any act or omission of

the

Utility, its servants or agents, or the failure of

the

Utility, its servants or agents, to take reasonable steps in mitigation thereof.

Indemnity by Utility

In addition to the Utility's obligations and the Developer's remedies provided elsewhere in this Agreement, the Utility indemnifies the Developer for Damages suffered by the Developer, where the Developer suffered Damages:

uring the design, financing, construction, ownership, operation or maintenance of the Project and its Interconnection Facilities and Damages result

ing

from any negligent act or omission of

the

Utility

its servants or agents and through no fault of

the

Developer, its servants or agents; and

n connection with, arising out of, or resulting from any breach of warranty, any material misrepresentation by

the

Utility or non-performance of any term, condition, covenant or obligation to be performed by

the

Utility under this Agreement.

The

Utility'

indemnities, however, shall not extend to any loss, damage, death, injury, liability, cost or expense (or any claim in respect thereof) to the extent that it was caused by any act or omission of the Developer or the failure of the Developer to take reasonable steps in mitigation thereof.

Notice of Proceedings

Each Party shall promptly notify the other Party as soon as reasonably practicable after the relevant Party becomes aware of any claim or proceeding with respect to which, but for the provisions of Paragraph 11, it is entitled to be indemnified under this paragraph.

Basket Limitation

Neither Party shall be entitled to make any claim under this paragraph until such time as all such claims by the Party exceed [agreed amount] in the aggregate, or until such claim, if not made, would be barred by the statute of limitation, at which time all such claims of that Party may be made. When aggregated claims in excess of [agreed amount] have been made, the same rule shall apply with respect to future claims.

Obligation to Defend

Each Party, on reasonable grounds, shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice for that purpose) any claim, action, suit or proceeding by any third party brought against it, with respect to which the Party is entitled to be indemnified pursuant to this Paragraph 11, with the Party’s reasonable costs and expenses of such action subject to said indemnity. The indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding at its expense and through legal advisers of its choice, if it (a) gives notice of its intention to do so to the Party entitled to indemnification, b) acknowledges in writing its obligation to indemnify that Party to the full extent provided by this Paragraph 11, and (c) reimburses that Party for the reasonable costs and expenses previously incurred by it prior to the assumption of such defence by the indemnifying Party. Neither Party shall settle or compromise any claim, action, suit or proceeding in respect of which it is entitled to be indemnified by the other Party without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld.

INSURANCE

Insurance Coverage

At all times during the term of this Agreement, each Party shall obtain and maintain, at its own cost, insurance coverage for the facilities relating to the Project within its ownership, sufficient to indemnify that Party or any successful claimant against loss or damage arising with respect to that facility. Such insurance shall include the types of coverage usually maintained in respect of facilities of this kind. Developer's insurance shall include, but not be limited to:

All Risks Marine Cargo Insurance in an amount sufficient to cover the replacement cost of all plant and equipment shipped to and intended to become part of the Project on a

warehouse-to-warehouse

basis

;

All Risks (Property Damage) Operational Insurance in an amount sufficient to cover the replacement cost of the complex, including construction equipment and transit coverage for plant purchased within

___________________

nd not subject to the insurance described in Paragraph 1

.1.1 above and subject to deductibles of no more than three percent (3%)

of the coverage amount in the case of wind, flood and earthquake and [agreed amount] of the coverage amount in the case of all other perils;

Excess Umbrella Liability Insurance with a single limit of at least [agreed amount] per occurrence

;

Comprehensive or Commercial General Liability Insurance with bodily injury and property damage limits of at least [agreed amount] per occurrence, and in the aggregate, and subject to deductibles of no more than [agreed amount].

The

Utility’s coverage (or self-insurance with

the

Developer’s consent), which consent shall not be unreasonably withheld) shall include, but not be limited to:

[insert desired or negotiated coverages]

Endorsements

The Developer shall cause its insurers to amend such of its insurance policies as are applicable with the endorsement terms set forth immediately below:

The

Utility as an additional insured under the policies;

Insurance is primary with respect to the interest of

the

Utility

and any other insurance maintained by

the

Utility is excess and not contributory

;

The following Cross Liability Paragraph is made a part of the policy: In the event of claims being made by reason of (a) personal and or bodily injuries suffered by any employee or employees of one insured hereunder for which another insured hereunder is or may be liable, or (b) damage to property belonging to any insured hereunder for which another insured is or may be liable, then this policy shall cover such insured against whom a claim is made or may be made in the same manner as if separate policies have been issued to each insured hereunder, except with respect to the limits of insurance;

Notwithstanding any provision of the policy

this policy may not be canceled, renewed or materially changed by the insurer without giving thirty

(

)

days

’

prior written notice to

the

Utility. All other terms and conditions of the policy remain unchanged.

Use of Proceeds of Al

l Risks/Operational Insurance

The proceeds of any All Risks insurance obtained pursuant to Paragraphs 12.1.1 and 12.1.2 shall be applied to the repair of the Project.

Certificates of Insuranc

Each Party shall, on request, cause its insurers or agents to provide the other Party with certificates of insurance evidencing the insurance policies and endorsements required by this Paragraph 12. Failure to deliver certificates of insurance does not relieve the Party in default of the insurance requirements set forth herein. Failure to obtain the insurance coverage required by this Paragraph 12 shall in no way relieve or limit the Party's obligations and liabilities under other provisions of this Agreement.

Utility Option to Purchase

If the Developer fails to obtain or maintain the policies of insurance as required in Paragraph 12.1, the Utility may obtain equivalent policies of insurance. The Developer shall reimburse the Utility for the cost of such policies within thirty (30) days after notification by the Utility, and interest shall accrue at the default rate if the Developer fails to make payment within such 30 days. Failure of the Utility to obtain the insurance coverage required by this Paragraph 12 shall in no way relieve or limit the Developer's obligations and liabilities under other provisions of this Agreement, provided that the Developer's failure to purchase insurance shall not constitute a default under this Agreement if the Utility purchases insurance pursuant to this paragraph.

RESOLUTION OF DISPUTES

Mutual Discussions

If any dispute or difference of any kind whatsoever (a "Dispute") arises between the Parties in connection with, or arising out of, this Agreement, the Parties, within 30 days, shall attempt to settle such Dispute in the first instance by mutual discussions between the Developer and the Utility.

Arbitration

If the Dispute cannot be settled within 30 days by mutual discussions, then the Dispute shall be finally settled under the provisions of this Paragraph 13.2.

Subject as hereinafter provided, any Dispute arising out of

or in connection with, this Agreement and not settled by Paragraph 1

.1 may (regardless of the nature of the Dispute) be submitted by either Party to arbitration and finally settled in accordance with

____________________________________

Continued Performance. During the pendency of any arbitration

(a)

the

Developer shall continue to perform its obligations under this Agreement to, among other things, provide Net Energy Output; (b)

The

Utility shall continue to pay all amounts when due, in accordance with Paragraph

(Currency, Payments and Billing); and (c) neither Party shall exercise any other remedies hereunder arising by virtue of the matters in dispute.

NOTICE

All notices to be given or otherwise made to any

arty to this Agreement shall be deemed to be sufficient if contained in a written instrument, delivered by hand in person, or by express overnight courier service, or by electronic facsimile transmission (with a copy sent by first class mail, postage prepaid), or by registered or certified mail, return receipt requested, postage prepaid, addressed,

at the

address of the respective

arty

ENTIRE AGREEMENT; MODIFICATION

This Agreement constitutes the entire

greement between the

arties relative to the subject matter hereof, and supersedes all proposals, written or oral, and all other communications between the

arties relating to the sub

ject matter of this Agreement.

This Agreement may be modified, amended or rescinded only by a written agreement executed by both

arties.

WAIVERS

From time to time, the

arties

may waive its rights hereunder either generally or with respect to one or more specific transfers or actions that have been proposed, attempted or made

No waiver of any breach or default hereunder shall be considered valid unless in writing, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

SEVERABILITY

The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision.

SUCCESSORS AND ASSIGNS

his Agreement shall be binding upon and inure to the benefit of the

arties hereto and their respective successors and assigns, subject to the limitations set forth herein.

GOVERNING LAW

This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE].

COUNTERPARTS

This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each Party to this Agreement has caused it to be executed at [place of execution] on the date indicated above.

SELLER BUYER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

SCHEDULE 1

DEFINED TERMS

"Abandonment" - Either (a) the cessation of substantially all activities relating to the construction or operation and maintenance of the Project, as appropriate, or (b) the physical absence, during a period when the Project is not generating

despite adequate renewable energy resources, of substantially all technical employees of

the

Developer and its

ontractors from the site of the Project

in either case (a) or (b)

for at least 168 consecutive hours. This definition does not

apply in cases of

orce

ajeure

"Commercial Operations Date" - The date on which the Project actually and successfully completes the test operations required

"Emergency" - A condition or situation that, in the reasonable opinion of

the

Utility, does materially and adversely, or is likely materially and adversely to (i) affect the ability of

the

Utility to maintain safe, adequate and continuous electrical service to its customers, or (ii) endanger the securit

y of person, plant or equipment

"Energy Price" - The price

the

Utility will pay

the

Developer per kWh for Net Energy Output delivered to the Utility’s Grid, as determined in accordance with Schedule 2.

"Force Majeure" - An event or occurrence specified in Paragraph 1

(Force Majeure)

"Forced Outage" - An immediate full or partial interruption of the generating capability of the Project that is not the result of (i) a request by

the

Utility in accordance with this Agreement, (ii) a Scheduled Outage or (iii) an event

or occurrence of Force Majeure

“Government” - The lawful government of the country

in which the Project is located

"Interconnection Facilities" - The facilities that interconnect the Project to the Utility’s Grid

This includes all of the equipment that measures capacity and energy output from the Project, as well as the associated protection equipment specified in

Schedule 4

"Interconnection Point" - The physical point(s) where the Project and the Uti

lity’s Grid are

connected as specified in Schedules 4 (Interconnection) and

(Technical Specifications).

"Liquidator" - Person duly appointed by a

ourt, members or shareholders of

the

Developer or

the

Utility, or creditors of

the

Developer o

the

Utility for the purpose of winding up, respectively,

the

Deve

loper's or

the

Utility's operations

"Metering System” - All meters and metering devices or equipment owned by

the

Utility and used to measure the delivery and receipt of dependable capacity and Net Energy Output from the Project.

“

Net Energy Output" - Net energy delivered by

the

Developer for sale to

the

Utility at the agreed Interconnection Point as measured

nd the general terms an

d conditions of the

greement.

"Operating Committee" - Such persons as appointed by

the

Utility and

the

Developer for the purpose of coordination and implementation of this Agreement and the operations of the Project

as set forth in Schedule 7.

"Project" - All facilities on the Developer's side of the Interconnection Point at the facility described in the first

“

Whereas

”

clause of this Agreement that are required to provide the Net Energy Output to the Utility’s Grid and necessary for the Developer to honor its obligation under the terms and conditions of this Agreement.

"Prudent Utility Practice" - The practices generally followed by the electric

ility industry in

_______________________

with respect to the design, construction, operation, and maintenance of electric generating, transmission, and distribution facilities, including, but not limited to, the engineering, operating, and safety practices generally followed by such

tility industries

provided that such practices must be relevant and applicable to the management and operation of

the project.

"Relevant Consents" - Any approval, consent, authorization or other requirement that is required from the Government or any public sector entity under the applicable

aws of the Government for

the

Developer with respect to the Project.

"Required Commercial Operations Date" - The date by which the Project must successfully complete the required test operations prescribed in Schedule

(Testing and Commissioning). That date is agreed to be

[commercial operations deadline for

the

Project]

"Scheduled Outage" - A planned full or partial interruption of the Project's generating capability that (i) is not a Forced Outage; (ii) has been scheduled and allowed by

the

Utility in accordance with Paragraph

.3.2; and (iii) is for inspection, testing, preventive maintenance, corrective maintenance or improvement of the Project.

“Utility’s Grid”

The

Utility’s system of transmission or distribution facilities on

the

Utility's side of the Interconnection Point, through which Net Energy Output of the Project will be distributed by

the

Utility to

the

users of electricity.

SCHEDULE 2

Calculation

f Payments

This schedule defines the calculation of the specified payments and other monetary values that may be required by the provisions of this Agreement. In particular, it defines: the calculation of the payments by the Utility to the Developer for Net Energy Output of the Project, including adjustments to the base price during the term of this Agreement; and the calculation of liquidated damages payments. This Schedule 2 is divided into three sections.

The table headings indicate the particular payments and periods to which the calculations and adjustments apply.

Base Price and Adjustments

Payments for Net Energy Output. The base price per kilowatt-hour for Net Energy Output of the Project shall be as shown in the following table. Adjustments to the base price for

the

Utility’s payments for Net Energy Output, if any, shall be made when and on the basis shown in the table. The base unit price, as adjusted (the “Energy Price”), shall be multiplied by the Net Energy Output amount to determine the payments due

the

Developer from

the

Utility for

the

Net Energy Output of the Project.

Table for Payments for Net Energy Output

For Years 1 through X (Illustrative Values)

Component	Base Price (/kWh)	Adjustment Basis	Adjustment Frequency	Adjustment Base Month
Base Price (/kWh)	2.9
Base O&M Charge (BOMC)	$2,000 per annum	2% per annum
Fixed Energy Charge (FEC)
Capacity

Table for Payments for Net Energy Output

For Remainder of Initial Term (Illustrative Values)

Component	Base Price	Adjustment Basis	Adjustment Frequency	Adjustment Base Month
Base Price (/kWh)	3.1
Base O&M Charge (BOMC)	$2,000 per annum	2% per annum
Fixed Energy Charge (FEC)
Capacity

Liquidated Damages Calculations

Commercial Operation Delays. Liquidated damages for each calendar month are determined as follows:

Liquidated damages for any failure to meet the Required Commercial Operations Date shall be payable

[

Insert

agreed currency] and shall be [Insert agreed daily liquidated damages amount] for each day or part thereof by which the Commercial Operations Date is delayed beyond the Required Commercial Operations Date, for the first 45 days after the Required Commercial Operations Date. For delays in excess of 45 days, liquidated damages shall be [Insert agreed daily liquidated damages amount]

pIus

[Insert adder] for each day or part thereof by which the Commercial Operations Date is delayed beyond 45 days after the Required Commercial Operations Date. The cumulative amount of liquidated damages for failure to meet the Required Operations Date shall not exceed [Insert maxi

mum liquidated damages amount].

If portions of the Project have successfully completed the required test operations

nd partial generation is available, then the liquidated damages payments shall be reduced by the percentage of the total number of generating units in the Project that have successfully completed the required test operations prescribed

Currency Risk and Other

Currency Risk Adjustment

[Insert provision detailing the negotiated allocation of the risks of changes in the relative values of the currencies used by the Parties in the regular course of business or by suppliers of significant Project inputs.]

Discontinuation of Index

If any index used in this schedule is no longer published or otherwise becomes unavailable, either Party may serve notice on the other Party, and the Parties shall use their best efforts to agree upon a new index within 30 days of the notice being served. No adjustment shall be made until the new index is agreed upon, and, once agreement is reached, adjustments shall be made back to the time the previous index became unavailable, and the amounts owing to either Party included on the next statement due for payment.

SCHEDULE 3

Testing

nd Commissioning

This schedule is a technical document that necessarily varies from project to project. It must take account not only of the characteristics of the renewable energy technology being utilised, but also the capabilities and limitations of the Project’s design and equipment. The specific testing steps and the test criteria must be negotiated by the Developer and the Utility, with the specific design, equipment, and operational characteristics of the Project and the Utility’s Grid taken into account.

The Developer shall, at its own expense, carry out the testing and commissioning of the Project and the connecting transmission infrastructure in accordance with the provisions of this Schedule 3, the specifications set out in Schedule 6 (Technical Specifications), and Prudent Utility Practice. The Utility shall be given five (5) days’ prior written notice of any testing or commissioning procedure and the Utility shall be entitled to have representatives present for the purposes of observing any such procedures. If the Utility representatives are unable to attend for any reason, the testing may proceed without them.

Tests Prior

o Initial Commercial Operation

(Details to be agreed)

Testing

and

Guarantees

(Details to be agreed)

Testing

f Interconnection Facilities

(Details to be agreed)

SCHEDULE 4

Interconnection Facilities

This schedule is a technical document that necessarily varies from project to project and from utility to utility. The Technical Specifications set out in this document must take account of the characteristics of the specific Project being connected to the Grid and of the technical and operating characteristics of the connecting Utility’s Grid.

The specifications set out below are merely illustrative. They are provided to illustrate the nature and scope of matters that would be covered in the Technical Specifications.

Developer’s Interconnection Facilities

The Interconnection Point shall be the Developer side terminals of the 69 kV disconnect switch located on the

ransformer side of the 69 kV breaker at the Interconnection

Facility at the

project

site.

The

Developer will design, procure and construct the Interconnection Facilities

including all equipment foundations, steel work, manual disconnect switch, grounding system, current and potential transformers in accordance with general requirements for 69 kV substations

as approved by

the

Utility.

All overhead lines, towers

foundations and other facilities required between the Interconnection Point and

the

Utility’s Substation shall be designed, procured,

constructed and commissioned by

the

Developer at its expense. Each Party shall own, operate and maintain all the facilities on its side of the Interconnection Point.

The

Utility will, at

the

Developer's expense, use its best endeavours to assist the Developer in obtaining all permits, permissions and way leaves necessary in a timely manner (and at a reasonable cost) for the construction of the 69

kV transmission line and all associated switchgear and protective devices, such assistance not to be unreasonably withheld.

Installation of Facilities

The

Developer shall be responsible for installing, at its own expense, all auxiliary

and interconnecting equipment on

the

Developer's side of the Interconnection Point, including

but not limited to, the equipment required for the Interconnection Facilities and transmission line connections to the Utility’s Substation. These shall include but not be limited to:

ower transformer

current

and

potential transformers

ircuit breaker (to be resolved with completion of design)

disconnect switches and grounding system,

usbars and/or cable bus and/or interconnecting wiring, all as necessary.

Power Line and Shield Wires:

The m

aximum tension that shall be applied to

the

Utility structure shall be 1,400 kg/phase and 350 kg/shield wire.

Operation

and

Maintenance:

The

Developer shall, at its own expense, operate and maintain interconnecting equipment (as described in

1.2

) on the Developer's side of the

nterconnect

ion

oint.

The

Developer may not modify or replace the interconnection equipment described in

1.2

above without the prior written consent of

the

Utility.

Interconnection Protection

The

Developer shall coordinate its protection scheme and protective relay settings with

the

Utility, and the protective relay settings shall be subject to

the

Utility

’s

approval. The protection system shall include the following items, all to be provided by

the

Developer:

Pilot wire differential relay, GEC AIsthom type MBCI or approved equal, operating over pilot wires. Pilot wire supervisory shall provide tripping of the 69 kV breakers from the Developer's switchyard relaying;

Three phase and ground over-current relay, GEC AIsthom type KCGG 140 or approved equal; D3.1.3 400:5 ampere current transformers for metering and multi-ratio current transformers for relaying shall be installed in the high voltage b

ushings of the 69

kV transformer

;

DC Intertrip receive relays (2), operating over cable circuits and responding to trip signals from the switchyard rela

ying

;

Over/under voltage relay; and

Over/under frequency relay.

The

Utility'

System Protection and Control Department shall approve the final design of

the

Developer’s interconnection protection scheme for the Project and the transmission

facilities connecting the Project to

the

Utility’s Substation.

SCHEDULE 5

METERING

Metering Equipment

and

Accuracies

The Metering System shall be owned, operated and maintained by

the

Utility. The Developer shall design, finance, construct and install the Metering System and shall design, finance, construct, install, own, operate and maintain the Backup Metering System.

The Metering System and the Backup Metering System (each, a "meter" and together, the "meters") shall each meet the following specifications at all times during the term of this Agreement.

The Metering System owned by

the

Utility shall be constructed to accumulate the outputs and/or inputs as measured at the [agreed measurement point] of the Interconnection Facility connecting the Project to the Utility’s Grid.

Each meter shall each consist of its own current and potential transformers, the necessary metering and accumulating devices and the related interconnecting wiring.

The current transformers' secondary winding used for metering purposes shall supply only the metering equipment and its associated wiring. Notwithstanding the foregoing, each current transformer may have other secondary windings that may be used for purposes other than metering.

The potential transformers' secondary winding output may be used for metering and other purposes

provided that the total connected burden does not exceed one half of the rated burden capacity of such potential transformer.

All metering and accumulating equipment shall have sufficient accuracy so that any error resulting from such equipment shall not exceed the lesser of + 0.5% of full-scale rating or the equipment manufacturer’s stated maximum tolerable erro

r level (the “Allowable Error”)

Both meters shall be constructed with a capability to be read remotely through a communication line. Both Parties shall have the right to read either meter. Both

meters shall have provisions to record the accumulated kilowatt-hours and other parameters as indicated in this Schedule 5 for each demand interval

with identification of time and date.

All instrument transformers, meters and accumulating devices shall be tested by the manufacturers with equipment calibrated against primary standards kept in the

country of origin of the equipment. Each

arty shall provide copies of the certified test results and applicable correction factors to the other Party prior to installation of such equipment.

Sealing Field Testing

and

Inspection

Both meters and associated instrument transformer boxes shall be sealed by the individual owners at the respective meter. For wiring used only for metering purposes, solid metallic conduit runs shall be used to enclose the wiring connecting the instrument transformers and related accumulating and metering equipment. Any boxes or other devices used to join two or more sections of said conduit shall be securely covered, fastened and sealed with seals approved by

the

Utility. If the wiring used for metering must pass through a panel, panel-board or switchgear structure, it shall be fastened together and cabled as a unit separate and apart from the rest of the wiring.

At its own expense,

the

Developer shall provide any terminal blocks that may be used along the length of the metering conductors within a panel, panel board or switchgear

with covers or strips that limit access to the respective connections, and said covers or strips shall be affixed with a seal approved by

the

Utility. When boxes or enclosures

are used to contain metering and accumulating equipment and their associated wiring, said boxes or enclosures shall be sealed with pre-numbered seals approved by

the

Utility.

Seals shall not be broken by anyone except Utility personnel when either meter is to be inspected, tested or adjusted.

The

Utility shall notify

the

Developer in advance of such inspection, testing or adjustment, and

the

Developer shall be allowed to have a representative present.

Before the date that

the

Developer identifies to

the

Utility as the date the Project will be commissioned

pursuant to Schedule 3 (Testing and Commissioning), as such date may be revised from time to time based on the scheduled construction program,

the

Utility shall test the Metering System for correct wiring and accuracy, using equipment whose accuracy is equal to or better than that of the individual meters. Individual meter components found to be inaccurate shall be returned by the individual owner to the manufacturers for repair or replacement.

The

Utility shall test both meters within

ten

(

)

days after (a) the detection of a difference larger than the Allowable Error in the readings of the meters, (b) the repair of all or part of a meter caused by the failure of one or more parts to operate in accordance with the specifications

and (c) each anniversary of the Commercial Operations Date. If any errors in the readings of the meters are discovered by such testing, the

arty ow

ing that meter shall repair, recalibrate or replace the meter and shall give the other Party reasonable advance notice so that the Party receiving notice may have a representative present during any such corrective activity.

Measurement o

f Net Energy Output

If the Metering System is found to be inaccurate by more than the Allowable Error or to otherwise have functioned improperly during the previous

onth, then the correct amount of Net Energy Output for the actual period during which inaccurate measurements, if any, were made shall be determined as follows:

First, the reading of the Backup Metering System shall be utilized to calculate the correct amount of dependable capacity and Net Energy Output, unless a test of such Backup Metering

System, as defined in Paragraph

.1, which

may be required by either Party, reveals that the Backup Metering System is inaccurate by more than the Allowable Error or is otherwise func

tioning improperly

If the Backup Metering System is not within the acceptable limits of accuracy or is otherwise functioning improperly, then

the

Developer and

the

Utility shall jointly prepare an estimate of the correct reading on the basis of all available information and such guidelines as may have been agreed to between

the

Developer and

the

Utility at the time the reading is taken.

the

Utility and

the

Developer fail to agree upon an estimate for the correct reading, then the matter may be referred by either Party for determination by arbitration

pursuant to Paragraph 1

(Resolution of Disputes) of this Agreement.

The

Developer shall provide and install appropriate equipment and shall make a continuous recording on appropriate magnetic media or equivalent of the Net Energy Output of the Project prior to the Commercial Operations Date and thereafter. A copy of this recording shall be provided to

the

Developer each time the meters are read.

Parameters and Procedures f

or Meter

Reading

The following parameters shall be read and recorded each month for each demand interval:

Active energy (MWh) OUT

Active energy (MWh) IN

Reactive energy (MVARh) OUT

Reactive energy (MVARh) IN

Active power demand (MW) OUT

Active power demand (MW) IN

Reactive power demand (MVAR) OUT

Reactive power demand (MVAR) IN

The demand interval shall be thirty (30) minutes and shall be set to start at the beginning of the hour. Demands shall be calculated by averaging the respective parameters over the state

d demand interval.

The

Utility shall read the appropriate meter and the demand register shall be reset on the last day of each month at a time to be agreed by the Operating Committee established pursuant to Paragraph

.6 (Operating Personnel).

As a backup to the manual records of the demands actually experienced throughout the month, both meters shall be equipped with a memory module of sufficient size which will record the

and

MVAR

produced during each demand interval.

SCHEDULE 6

Technical Specification

This schedule is a technical document that necessarily varies from project to project. It must take account not only of the characteristics of the renewable energy technology being utilised, but also the capabilities and limitations of the Project’s design and equipment. Specific equipment specifications (and associated electrical characteristics) and applicable performance standards for that equipment must be agreed upon by the Developer and the Utility with the design, equipment, and operational characteristics of the Project taken into account.

The specifications set out below are merely illustrative. They are provided to illustrate the nature and scope of matters that would be covered in the Technical Specifications.

Description

f Supply

The Project shall be nominally 20 MW plus or minus five percent at 69 kV, 50 Hz from [name and location of the Project] and shall be comprised of the following equipment:

One (1) main 25 MVA, OA step-up transformer, wye 13.8/69 kV delta vector grouping, with provisions for grounding. Specification to meet standard ANSI BIL rating, with on-load tap changing capability of plus 5 to minus 10 percent. The on-load tap changer should be 1.25% for each step.

If used, two (2) 69 kV SF6 interrupting device

(circuit breaker

). The circuit breaker

shall be rated for 52 kV, 3 cycle interrupt time, minimum 30 kA interrupting rating 1200 A continuous current rating, 350 kV BIL.

Metering equipment to include PTs, CTs, stands, and KWH/KVAR, KVA/KW meter type as required by

the

Utility.

Two (2) group-operated line disconnect switches with grounding switch accessor

ies

rated 1200 A with insulators and manual operator

Two (2) structures to use a cross bus to tie to

the

Utility'

Grid adjacent 69 kV line.

One (1) set of bushing with required stands for perpendicular transition to an overhead strain bus. Aluminum cable bus may be used.

All required material to include

stranded bare aluminum or AAAC

, aluminum bus (materials for the bus may be stranded bare aluminum), post and strain insulators, connectors, terminations, above and underground copper conductors for grounding, raceways and cabling.

CTs and PTs for line protective relaying with all required steel stands. Line protective relaying includes pilot line differential as primary protection, phase ground overcurrent for backup protection or as required by

the

Utility. Additional relaying, such as voltage and frequency, shall be included.

Installation and coordination with

the

Utility to implement the interconnection.

All civil works shall be designed to meet all local and governing codes.

Fencing to surround the switchyard to protect bystanders. The fence will have all applicable grounding to meet local and governing codes

Substation grounding grid.

One (1) set of station class. Type MOV, lightening arresters

All the equipment in the Project shall be constructed of new material and shall be designed to last at least twenty (20) years.

Station Capacity

The Project shall be designed to deliver up to 20 MW plus or minus five percent at the Interconnection Point.

Power Supply Characteristics

The

Developer shall furnish the Project design details to

the

Utility when the design is complete.

The circuit breaker

(if used) and transformer shall be provided with no load break isolation switches with grounding provisions.

The

Developer shall provide 125V DC batteries, battery chargers and distribution panels.

Fault Levels

The electrical system at the Project substation shall be designed to meet a fault level of 555 MVA (4.83 kA) on the 69 kV system for both three-phase and single line to ground conditions.

Reliability

A high standard of reliability and availability is required from the Project and the individual components.

Operation Requirements

The Project shall be designed so that construction, operation and maintenance should be possible without adversely affecting the operations of

the

Utility.

The Project shall be capable of operating in parallel with the Utility’s Grid.

Design Limits

The

Developer shall have equipment that will allow it to supply its reactive power (MVARS) requirements and simultaneously supply capacity and energy to the Utility’s Grid with a power factor of 0.9 lagging.

The supply shall be able to operate at frequencies between 48 and 51 hertz, provided that

the

Developer has the right to separate from the Utility’s Grid, without any liability to

the

Utility, if a)

the

Developer is required to furnish power to the Utility’s Grid operating at 48 hertz for one second, or b)

hen

the

Developer is receiving power from

the

Utility, the frequency falls to 49 hertz.

The voltage at the Interconnection Point shall be maintained at 69 kV, +/- 5%

The

Developer shall advise

the

Utility of any operating constraints and limits which may from time to time apply to the Project.

Environmental Requirements

The design, construction and operation of the Project shall comply with all applicable national and local laws and regulations of the relevant Government authorities. The Developer shall provide proof of compliance with these laws and regulations.

Security

The Developer shall, at its own expense, equip the Project with appropriate lighting and security systems.

Safety

The Developer shall comply with all ordinances and regulations regarding safety on the Project, including, but not limited to, Prudent Utility Practice. The Parties agree that Utility personnel entering the plant will adhere to all safety, drug and alcohol constraints that the Developer requires. The Developer will provide safety training and guidelines for Utility personnel with respect to this requirement.

SCHEDULE 7

Operating Committee

Appointment of Committee:

Within

five

(

)

days of the date of this Agreement, the Parties shall form an Operating Committee for day-to-day management of the Interchange Agreement. Each Party shall appoint [even number] representatives and an alternate for the Operating Committee. Within

fourteen

(

)

days of the date of this Agreement, each Party shall provide to the other Party notice of the appointment of its Operating Committee representatives and their particulars. The first meeting of the

ommittee shall be convened no later than

two

(

)

weeks after the final appointment. The

ommittee shall maintain and adopt an appropriate record of its deliberations, which record shall

in the event of a dispute

constitute conclusive evidence of the decisions taken in respect of the subject matter therein.

Responsibilities:

The Operating Committee shall be responsible for (a) coordinating the construction schedules of each Part

y’s

portion of the Project, the Interconnection Facilities and any required modifications to the Utility

’s

Grid, and (b) ongoing coordination of areas of mutual interest and concern involving the Project and the Interconnection Facilities. Without limiting the generality of the foregoing duties, the Committee shall

oordinate the respective programs of the Parties for the construction, commissioning and testing of facilities and equipment, and the resp

ective commissioning procedures

;

evelop steps to be taken on the occurrence of any event of Force Majeure, or the shutdown or reduction in capacity for any other reason of the Project or the Interconnection Facilities;

oordinate the scheduling of maintenance affecting the operations of the Project;

oordinat

changes in either the Project or the Interconnection Facilities to effect the operational requirements of

the

Utility’s control of

the

Utility’s Grid;

evelop operating procedures, including plans for operating the Project during anticipated types of Emergencies (Paragraph 7.4)

;

ddress safety matters affecting the Parties, their

ontractors and their respective employees as related to the Project and the Interconnection between t

he Project and the Utility

’s

Grid

;

ecommend to the Parties changes regarding the responsibilities of the Operating Committee.

Procedures

The Operating Committee shall only act by unanimous agreement. The Committee shall develop and implement written policies regarding the frequency of meetings and minutes of meetings. The Operating Committee shall not have authority to modify or alter the rights and obligations of the Parties under this Agreement.

Reporting Relationships

The Operating Committee shall report their activities and recommendations to the Parties or others designated by the Parties.

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